Organogenesis Holdings Inc. Stock Compensation Disclosure

15. Share-Based Compensation

Stock Incentive Plans-the 2018 Plan

On November 28, 2018, the Board of Directors of the Company adopted, and on December 10, 2018, the Company’s stockholders approved, the Organogenesis 2018 Equity Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to provide long-term incentives and rewards to the Company’s employees, officers, directors and other key persons (including consultants), to attract and retain persons with the requisite experience and ability, and to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders.

The 2018 Plan authorizes the Company’s Board of Directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s Board of Directors.

At the adoption of the 2018 Plan, a total of 9,198,996 shares of Class A common stock was authorized to be issued (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). In June 2022, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 7,826,970 shares. In June 2024, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 15,900,000 shares.

Stock Incentive Plans-the 2003 Plan

The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provided for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options were granted only to the Company’s employees. Restricted stock awards and non-statutory stock options were granted to employees, members of the Board of Directors, outside advisors and consultants of the Company.

Effective December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by the Company, will not be available for future awards; and (iii) any shares of Class A common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards.

Stock-Based Compensation Expense

Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded stock-based compensation expense of $13,298, $10,578 and $8,996, respectively, primarily within selling, general and administrative expenses on the consolidated statements of operations and comprehensive income.

Restricted Stock Units (RSUs)

During the years ended December 31, 2025 and 2024, the Company granted 2,641,723 and 2,156,874 time-based restricted stock units to its employees, executives and members of the Board of Directors. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock.

As of December 31, 2025, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $10,442 and the weighted average remaining recognition period for unvested awards was 2.56 years.

Performance Share Units (PSUs)

In February 2025, the Company granted performance share units (“PSUs”) as part of its stock-based compensation program. The performance targets are measured independently for a three year period, where each annual tranche is tied to distinct performance metrics established for each applicable year. The annual performance targets are established during the first quarter of the applicable year. The PSUs vest annually based on the achievement of annual revenue growth as set forth in the applicable award agreement. Based on the extent to which the performance goals are achieved, vested shares may range from 0% to 200% of the target award amount. If the performance conditions are not met or are not expected to be met, recognized compensation expense associated with the grant will be reversed. The fair value of each PSU granted is the closing stock price on the date of grant and the PSUs are subject to a one-year vesting period. In addition to interim annual targets, the awards include a catch up provision whereby if, at the end of the three-year period, the Company achieves a certain average annual revenue compounded growth rate the entire performance share award will vest, regardless of the interim target performance.

The Company granted 198,900 PSUs to its executives in 2025, which represented the 2025 tranche of target award. On February 18, 2026, the Company’s board of directors confirmed that, as of December 31, 2025, the 2025 performance target was achieved at 200% performance vesting percentage, resulting in a performance adjustment of 198,900 shares.

As of December 31, 2025, there is no unrecognized compensation cost related to unvested PSUs expected to vest.

Stock Options

The stock options granted during the years ended December 31, 2025 and 2024 were 1,641,236 and 2,640,601, respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods are as follows, presented on a weighted-average basis:

These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2025, 2024, and 2023 of $1.92, $1.89 and $1.32, respectively.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that have exercise prices lower than the fair value of the Company’s Class A common stock. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $176, $3,044 and $0, respectively.

The total fair value of options vested during the years ended December 31, 2025, 2024 and 2023 was $4,921 , $4,136, and $3,117, respectively.

As of December 31, 2025, the total unrecognized stock compensation expense related to unvested options was $5,198 and is expected to be recognized over a weighted-average period of 2.32 years.