Organogenesis Holdings Inc.

NOTES TO UNAUDITED CONDENSED CONSOLID ATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

1. Nature of Business and Basis of Presentation

Organogenesis Holdings Inc. (“ORGO” or the “Company”) is a leading regenerative medicine and tissue innovations company focused on empowering healing through the development, manufacturing, and sale of product solutions for the advanced wound care and surgical and sports medicine markets. Several of the existing and pipeline products in the Company’s portfolio have Premarket Application (“PMA”) approval, or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). The Company’s customers include hospitals, wound care centers, government facilities, ambulatory surgery centers (“ASCs”) and physician offices. The Company hasone operating and reportable segment.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. The interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 31, 2025, included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (the “Annual Report”). The results for the nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, any other interim periods, or any future years or periods.

Our sources of liquidity consist of cash and cash equivalents on hand, cash generated from product sales and the remaining capacity available under the ATM Agreement, under which $73,162 of the $75,000 aggregate sales value remained available as of September 30, 2026. The remaining capacity under the ATM Agreement is not committed financing and does not assure that we will be able to raise $73,162, or any specific amount, under the ATM Agreement. Sales under the ATM Agreement are discretionary and depend on market conditions, the trading price and trading volume of our Class A common stock, applicable securities laws and registration statement limitations, satisfaction of conditions to sales under the ATM Agreement, and other factors. To date, we have sold only a limited amount of Class A common stock under the ATM Agreement, and the pace of sales has been slow relative to the amount of remaining capacity. We therefore may not be able to access the full remaining capacity under the ATM Agreement, or any significant portion of it, within the timeframe in which we may need additional capital. The Company has had recurring losses and incurred a loss of $179,052 for the nine months ended September 30, 2026. Net cash used in operations for the nine months ended September 30, 2026 was $29,120. The Company believes that the cash and cash equivalents at the filing date of this Form 10-Q will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months from the date of issuance of these financial statements.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report other than the restricted cash policy detailed below.

These unaudited condensed consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the consolidated financial statements, the estimates and assumptions that management considers to be significant and that present the greatest amount of uncertainty include: recognition and measurement of current and deferred income tax assets and liabilities; and the assessment of recoverability of long-lived assets, including impairment and write-downs. Actual results and outcomes may differ significantly from those estimates and assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure.

Restricted Cash

Restricted cash consists primarily of cash balances held as employee deposits in connection with the Company’s health benefit plan, security deposits, and amounts maintained as collateral to support the Company's corporate credit card programs. These funds are legally restricted as to withdrawal or use and are not available for general operating purposes. Restricted cash is presented separately from cash and cash equivalents on the condensed consolidated balance sheets. As of September 30, 2026, the Company had long-term restricted cash of $5,448, which is included within other assets on the condensed consolidated balance sheet.

Recently Adopted Accounting Pronouncement

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods. The Company adopted ASU 2025-05 for the fiscal year and interim period beginning January 1, 2026 and elected thepractical expedient. The adoption didnot have a material impact on theconsolidated financial statements and related disclosures.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. This standard requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. This guidance applies to preferred stock classified as equity, including preferred stock that is classified as temporary equity. The standard is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company early adopted ASU 2026-01 for the interim period beginning April 1, 2026. The adoption of ASU 2026-01 didnot have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires entities to provide additional disclosure regarding certain expenses presented within the statements of operations, and aims to improve such disclosures and address requests from investors for more detailed information about the types of expenses incurred by public entities. As clarified by ASU 2025-01, the requirements of the guidance are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This standard removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This standard provides authoritative guidance for recognition, measurement, and presentation of government grants from a government to a business entity. The standard is effective for annual periods beginning after December 15, 2028, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-10 on its consolidated financial statements and related disclosures.

3. Net Product Revenue

The following tables set forth net product revenue by product category:

For all periods presented, net product revenue generated outside the United States represented 1% of total net product revenue.

4. Accounts Receivable, Net

Accounts receivable consisted of the following:

The Company’s allowance for credit losses is comprised of the following:

5. Inventories

Inventories, net of related reserves for excess and obsolescence, consisted of the following:

6. Asset Held for Sale

During the first quarter of 2025, the Company listed a building for sale, located on the Company’s Canton, Massachusetts campus, and commenced actions to complete the sale within twelve months. Certain events and circumstances, which were beyond the Company’s control, extended the period of time required to sell the asset beyond one year.

During the first quarter of 2025, the Company reclassified the building as an asset held for sale and recognized a $6,567 write-down to adjust the carrying value of the building held for sale to its estimated fair market value based on observable market conditions, net of the estimated costs to sell, on the condensed consolidated statements of operations and comprehensive income (loss). The Company recorded additional write-downs during 2025 of $4,608, as well as a fair value adjustment increase of $1,188 during the second quarter of 2026 due to changes in the market for this property. Management determined that the sale does not represent a strategic shift having a major effect on the Company’s operations and financial results and therefore did not meet the criteria for classification as discontinued operations.

In July 2026, the Company completed the sale of the asset previously classified as held for sale for gross proceeds of $3,750. Net proceeds, after selling costs, were $3,612.

7. Long-Lived Assets and Goodwill

Long-Lived Assets

The Company reviews long-lived assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. During the three and nine months ended September 30, 2026, the Company concluded impairment triggers had occurred for its company-wide asset group as a result of a decline in the Company’s market capitalization combined with recent weakened financial performance. The Company performed an impairment review in accordance with ASC 360, Property, Plant and Equipment. The Company didnot record any impairment related to this asset group because the carrying value of the asset group is recoverable based on the review. During the three and nine months ended September 30, 2025, the Company did not identify factors that constituted an impairment trigger relating to its company-wide asset group, and accordingly, there wasno impairment related to its company-wide asset group.

Goodwill

Goodwill is tested for impairment at least annually (as of December 31), or more frequently if events or circumstances indicate the carrying value may no longer be recoverable. During the nine months ended September 30, 2026, the Company identified factors, including a decline in the Company’s market capitalization combined with recent weakened financial performance, that constituted an impairment trigger relating to its goodwill. During the nine months ended September 30, 2026, the Company performed a quantitative analysis, and used its market capitalization to approximate the fair value of the reporting unit. The fair value of the reporting unit exceeded its carrying value as of September 30, 2026, and accordingly, the Company didnot record any impairment on its goodwill. During thenine months ended September 30, 2025, the Company did not identify factors that constituted an impairment trigger relating to its reporting unit and didnot record any impairment relating to its goodwill.

8. Restructuring

During 2025 and 2026, the Company committed to a restructuring plan. For the nine months ended September 30, 2025, the Company reduced its’ headcount by 21 employees, or approximately 2.4% of all employees and incurred charges of $516, in connection with these restructuring activities.

During the first half of 2026, the Company continued to restructure its workforce and closed its operations in the St. Petersburg, Florida facility to increase productivity and enhance profitability. The restructuring activities in the first and second quarters reduced the Company’s headcount by 226 employees, or approximately 26% of all employees. For the nine months ended September 30, 2026, the Company incurred charges of $13,880, in connection with these restructuring activities, primarily consisting of severance and other employee termination benefits of $7,945, write-down of intangible assets of $4,923, and write-down of inventories related to the facility closure of $1,012. These charges were included primarily in cost of goods sold and selling, general and administrative expenses (including write-down of intangible assets) in thecondensed consolidated statements of operations and comprehensive income(loss). The Company didnot incur further charges in the three months ended September 30, 2026 and expects to pay accrued restructuring costs primarily through 2026.

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included in accrued expenses and other current liabilities in thecondensed consolidated balance sheets. The movements in the restructuring liability principally consist of severance payments.

9. Long-Term Debt Obligations

2021 Credit Agreement

In August 2021, the Company, as borrower, its subsidiaries, as guarantors, and Silicon Valley Bank (“SVB”) and the several other lenders thereto (collectively, the “Lenders”) entered into a credit agreement, as amended (the “2021 Credit Agreement”), providing for a term loan facility not to exceed $75,000 (the “Term Loan Facility”) and a revolving credit facility not to exceed $125,000 (the “Revolving Facility” and, together with the Term Loan Facility, the “Facilities”). In November 2024, the Company and the Lenders amended the 2021 Credit Agreement to allow for the issuance of Series A Convertible Preferred Stock, par value of $0.0001 per share (the “Convertible Preferred Stock”), and to require the repayment of the Term Loan Facility within one business day of such issuance, among other terms. The Company prepaid the Term Loan Facility in November 2024, and amounts borrowed under the Term Loan Facility may not be re-borrowed. On October 31, 2025, the 2021 Credit Agreement was further amended to reduce the Revolving Facility from $125,000 to $75,000, among other terms. As of December 31, 2025 and August 6, 2026, the date on which the Revolving Facility expired in accordance with the terms of the credit agreement, the Company hadno outstanding borrowings.

10. Equity

Convertible Preferred Stock

The Company recognizes changes in the redemption value of the Convertible Preferred Stock, which include accretion of the associated issuance costs and accrual of unpaid dividends using the effective interest method, over the period from the issuance date to the earliest redemption date, November 12, 2031. Any accrued but unpaid dividends will become part of the liquidation preference of the Convertible Preferred Stock, as set forth in the Certificate of Designations. As of September 30, 2026, the Company hadnot paid any dividends in cash, and all such dividends had been accrued and added to the liquidation preference of the Convertible Preferred Stock. During thenine months ended September 30, 2026, and September 30, 2025, the Company increased the carrying value of the Convertible Preferred Stock by $9,215 and $8,432, respectively, which resulted in a corresponding decrease to additional paid-in-capital during the same periods.

ATM Agreement

In August 2026, the Company entered into an At-The-Market Sales Agreement (the “ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) and BTIG, LLC (“BTIG”), pursuant to which the Company could, at its option, offer and sell shares of its Class A common stock, with a sales value of up to $75,000, from time to time, through BTIG and Citizens, acting as sales agents, in transactions deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended (the

“Securities Act”). BTIG and Citizens were entitled to a combined commission of 3% of the gross proceeds from any sales of such shares. During the three and nine months ended September 30, 2026, the Company sold and issued 1,119,180 shares of its Class A common stock under the ATM Agreement at an average price of $1.64 per share for proceeds of $1,432, net of issuance costs of $407.

11. Stock-Based Compensation

Stock-Based Compensation Expense

Stock-based compensation expense was $2,806, $9,494, $3,065, and $8,974 for the three and nine months ended September 30, 2026 and 2025, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

As of September 30, 2026, the total unrecognized compensation cost related to unvested stock options, restricted stock units and performance stock units was $20,278 and the weighted average remaining recognition period for unvested awards was 2.44 years.

12. Earnings (Loss) per Share

The computation of basic and diluted EPS attributable to the Class A common stockholders was as follows:

For the three and nine months ended September 30, 2026 and 2025, outstanding stock-based awards of 18,607,809 and 16,864,468, respectively, were excluded from the diluted EPS calculation as they were anti-dilutive. For the three and nine months ended September 30, 2026 and 2025,39,996,707 and 36,772,309 shares of common stock, respectively, that were available upon conversion of Convertible Preferred Stock were excluded from the diluted EPS calculation as they were anti-dilutive.

13. Leases

The Company’s leases consist primarily of real estate, equipment, and vehicle leases.

On January 1, 2013, the Company entered into lease arrangements with 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC for office and laboratory space in Canton, Massachusetts (the “Related-Party Leases”). 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC are related parties as the owners of these entities are also directors, former directors and/or stockholders of the Company. In August 2021, the Company purchased the 275 Dan Road property. The remaining three Related-Party Leases were subsequently renewed with various expiration dates through December 31, 2032.

In November 2024, the Company entered into a lease for a facility in Smithfield, Rhode Island, comprising manufacturing and office space (the “Smithfield Facility”). The initial lease term is approximately sixteen years. The undiscounted minimum lease payments are $102,645, and the Company is entitled to a tenant improvement allowance of up to $18,376 for its planned build out of the manufacturing space. The lease of the office space commenced at lease inception. The build out of the manufacturing space will be completed intwo phases. Phase 1 of the build-out was substantially completed and the associated lease component commenced in December 2025.

During the nine months ended September 30, 2026, the Company terminated certain research and development (“R&D”) programs and related vendor agreements, a portion of which was accounted for as operating leases. The total net charge of $5,588 was recorded in research and development expense and included a write-off of $1,396 of prepaid and other current assets and a write-off of $1,422 of operating lease right-of-use assets, net. The remaining balance is recorded within accrued expenses and other current liabilities as of September 30, 2026.

14. Segment Information

The Company’s performance is reported inone segment. During 2026, there have been no changes to the Company’s basis of segmentation or in the basis of measurement of segment loss.

(a) Other segment items include: research and development related severance, salary, payroll taxes and benefits, research and development related rent and other facilities expense, research and development related depreciation and amortization, fair value adjustment to assets held for sale, other income (expense), net, and income tax benefit (expense).

15. Commitments and Contingencies

License and Manufacturing Agreement

In November 2023, the Company entered into a trademark license and manufacturing agreement with Vivex Biologics, Inc. (“Vivex”) to sell its CYGNUS Dual (“Dual”) and CYGNUS Matrix (“Matrix”) products, with the option to license the VIA Matrix (“VIA”) products. In March 2024, the Company exercised the option to license VIA, and accordingly in July 2024, entered into the first amendment to the trademark license and manufacturing agreement (together with the original agreement, the “Vivex Agreement”).

The Company paid an upfront licensing fee to Vivex to sell Dual and Matrix, and also agreed to pay a fixed milestone payment for Dual in the event that its average sales price (“ASP”) is published by certain government agencies for a specified period of time, which the Company determined was probable. Additionally, the Company pays a low double-digit royalty on the Net Sales of Dual and VIA and a high single-digit royalty on the Net Sales of Matrix, during the royalty term, as defined in the agreement with Vivex.

Theroyalty term is commensurate with the initial term of the contract and will continue for each subsequent renewal period. The initial term of the agreement expires on December 31, 2026 and can be renewed for up tofive additionalone-year terms.

The Company recorded $5,000 for the payment of the upfront licensing fee and $5,000 for the payment of the VIA option and milestone within prepaid and other current assets and other assets. These amounts are recognized as expense on a straight-line basis over the estimated life of the arrangement, which the Company determined to bethree years, commensurate with the initial term of the contract.

Royalties

In October 2017, the Company entered into a license agreement with a third party. Under the license agreement, the Company is required to pay royalties based on a percentage of net sales of the licensed product that occur, after December 31, 2017, through the expiration of the underlying patent in October 2026, subject to minimum royalty payment provisions.

The Company recorded total royalty expense of $784 and $4,045 during the three months ended September 30, 2026 and 2025, respectively, and $2,075 and $14,666 during the nine months ended September 30, 2026 and 2025, respectively, within selling, general and administrative expenses on the condensed cons olidated statements of operations and comprehensive income (loss).

Legal Matters

In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position, operating results or cash flows of the Company. The Company accrues for these claims when amounts due are probable and estimable.

16. Related Party Transactions

Lease obligations to affiliates, purchase of assets under a finance lease with an affiliate, and renewal of leases with affiliates are further described in Note 13, Leases.

17. Taxes

The Company’s U.S. provision for income tax benefit (expense) for the three and nine months ended September 30, 2026 and 2025 reflects the tax effects of the Company’s pre-tax results in each respective period. The Company’s wholly-owned Swiss subsidiary, Organogenesis GmbH, is subject to taxation in Switzerland and has a transfer pricing arrangement in place with Organogenesis Inc., its U.S. parent.

The income tax rate for the nine months ended September 30, 2026 was (20)%, a decrease from the U.S. statutory rate of 21% primarily due to the establishment of a full valuation allowance against its deferred tax assets during the second quarter of 2026. The income tax rate for the three months ended September 30, 2026 was immaterial. The income tax benefit (expense) for the three months ended September 30, 2026 and 2025 was $(8) and $407, respectively. The income tax benefit (expense) for the nine months ended September 30, 2026 and 2025 was $(30,078) and $9,789, respectively. The increase in tax expense during the three and nine months ended September 30, 2026 was a result of establishing a valuation allowance against the Company’s deferred tax assets during the second quarter of 2026. The Company will continue to assess the realizability of its deferred tax assets at each reporting date and will adjust the valuation allowance when sufficient positive evidence supports a change in its conclusion. The income tax benefit for the three and nine months ended September 30, 2025, was primarily due to the generation of research and development tax credits.

During the three months ended June 30, 2026, the Company updated its operating forecasts, which reflected expected taxable losses in the foreseeable future. As a result, the Company reassessed the realizability of its deferred tax assets and recorded a full valuation allowance against its net deferred tax assets. In making this assessment, the Company considered all available positive and negative evidence, including its cumulative loss position, historical operating results, forecasts of future taxable income, the reversal of existing taxable temporary differences and available tax-planning strategies. There was no change in the Company’s assessment during the three months ended September 30, 2026.