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Organogenesis Holdings Inc.

For the period ended Mar 31, 2026. Filed May 7, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

ORGO$0.91+11.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

We and each of our executive officers entered into a Key Employee Retention Agreement (the “Key Employee Agreement”) effective May 6, 2026. The Key Employee Agreements supersede and replace the Change in Control Retention Agreements between us and each of our executive officers. The Key Employee Agreements add severance terms for our executive officers if their employment terms end under certain circumstances unrelated to a “Change in Control” of the Company, as described below. In addition, the Key Employee Agreements modify the severance terms for our executive officers other than Gary S. Gillheeney, Sr. in connection with a “Change in Control,” as described below.

Pursuant to the Key Employee Agreement, if the executive’s employment is terminated during the twenty-four month period following a “Change in Control” (a) by us without “Cause” or (b) by the executive upon the occurrence of an “Event of Constructive Termination” (as those terms are defined in the Key Employee Agreement), the executive will receive from us: (i) a lump-sum amount equal to one and a half times (two times in the case of Mr. Gillheeney) the executive’s base annual salary and the executive’s annual target bonus, in each case at the highest rate in effect at any time during the 12 months immediately preceding the termination of the executive’s employment with us; (ii) for up to 18 months (24 months in the case of Mr. Gillheeney) following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination; and (iii) full acceleration of the vesting of any time-based equity awards held by the executive.

Also pursuant to the Key Employee Agreement, if the executive’s employment is terminated prior to a Change in Control or after the 24-month anniversary of a Change in Control (a) by us without Cause or (b) by the executive upon the occurrence of an Event of Constructive Termination, the executive will receive from us: (i) one times (one and half times in the case of Mr. Gillheeney) the executive’s base annual salary at the highest rate in effect at any time during the 12 months immediately preceding the termination of the executive’s employment, which will be paid to the executive in substantially equal installments over 12 months (18 months in the case of Mr. Gillheeney) following the executive’s termination of employment and (ii) for up to 12 months (18 months in the case of Mr. Gillheeney) following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination.

Our obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with us and the effectiveness of a release of claims executed by the executive in favor of us.

Copies of the Key Employee Agreement with Mr. Gillheeney and the form of Key Employee Agreement with our executive officers other than Mr. Gillheeney are attached as Exhibit 10.1 and Exhibit 10.2 to this Report. The foregoing summaries of these Agreements are qualified in their entirety by reference to the actual Agreements.

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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