SCHEDULE: Nussdorf Updates Organogenesis Stake After Group Dissolution
Beneficial Ownership Update
Glenn H. Nussdorf and associated trusts updated their beneficial ownership in Organogenesis Holdings Inc. to 9.7% following the dissolution of a prior shareholder group.
Summary
- Glenn H. Nussdorf and his associated trusts (GN 2016 Family Trust and GN 2016 Organo 10-Year GRAT) filed an Amendment No. 11 to their Schedule 13D.
- The filing updates their beneficial ownership in Organogenesis Holdings Inc. Class A Common Stock.
- Mr. Nussdorf beneficially owns 12,248,560 shares, representing approximately 9.7% of the outstanding shares.
- This includes shares held directly by Mr. Nussdorf (3,065,591), the GN 2016 Family Trust (918,680), the GN 2016 Organo 10-Year GRAT (7,928,570), and the Glenn Nussdorf 10 Year Follow On Trust (335,719).
- The previous 'Group' of shareholders, which included Mr. Nussdorf, dissolved on June 24, 2025, following the termination of the Controlling Stockholders' Agreement on March 10, 2025.
- The percentages are based on 126,857,709 shares outstanding as of July 31, 2025, as reported by the Issuer on August 7, 2025.
Sentiment
Score: 6
Explanation: The filing is largely neutral, detailing changes in beneficial ownership and the formal dissolution of a shareholder group. The insider purchases by the Glenn Nussdorf 10 Year Follow On Trust in May 2025 are a slight positive, offset by subsequent sales in June 2025 and the potential governance implications of the group's dissolution.
Positives
- A significant insider, Glenn H. Nussdorf, maintains a substantial stake of 9.7% in Organogenesis Holdings Inc., indicating continued interest.
- The Glenn Nussdorf 10 Year Follow On Trust made purchases of 251,001 shares at a weighted average price of $3.0878 and 107,494 shares at a weighted average price of $2.9862 in May 2025, suggesting confidence at those price levels.
Negatives
- The dissolution of the 'Group' of controlling stockholders could signal a shift in governance or influence, potentially reducing coordinated shareholder action.
- The Glenn Nussdorf 10 Year Follow On Trust sold 4,156 shares at a weighted average price of $3.5003 and 18,620 shares at a weighted average price of $3.5583 in June 2025, realizing gains on earlier purchases.
Risks
- The termination of the Controlling Stockholders' Agreement and the dissolution of the 'Group' may alter the corporate governance landscape and the balance of power among major shareholders, potentially leading to less coordinated influence.
Future Outlook
The filing does not provide specific forward-looking statements or guidance regarding the Issuer's business or financial performance. It primarily focuses on changes in beneficial ownership and the dissolution of a shareholder group.
Industry Context
This filing is a routine update on beneficial ownership and the formal dissolution of a shareholder group, rather than an operational or strategic announcement. It does not directly relate to broader industry trends or competitive dynamics, but rather to the internal governance and ownership structure of Organogenesis Holdings Inc.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Group Dissolution | The 'Group' of shareholders, including Glenn H. Nussdorf, no longer constitutes a 'group' under Rule 13d-5, following the termination of the Controlling Stockholders' Agreement. | June 24, 2025 | This change could alter the dynamics of shareholder influence and coordinated action, potentially decentralizing control among major legacy shareholders. |
| Controlling Stockholders' Agreement Termination | The Controlling Stockholders' Agreement, which previously governed the actions of a significant shareholder group, has been terminated. | March 10, 2025 | Removes a formal mechanism for coordinated action among a significant block of shareholders, potentially leading to more independent voting and decision-making. |
Legal Proceedings
- The filing states that none of the Reporting Persons have been convicted in a criminal proceeding or were party to a civil proceeding related to securities laws in the last five years.
Related Party Transactions
- The filing details beneficial ownership held by Glenn H. Nussdorf and trusts associated with him (GN 2016 Family Trust, GN 2016 Organo 10-Year GRAT, and Glenn Nussdorf 10 Year Follow On Trust), which are considered related parties to Mr. Nussdorf. The transactions by the Glenn Nussdorf 10 Year Follow On Trust are disclosed.
Stakeholder Impact
- Shareholders: The dissolution of the controlling shareholder group may lead to a more dispersed ownership structure and potentially more independent board nominations in the future. The continued significant stake of Glenn H. Nussdorf provides a degree of stability from a major insider.
- Management: The termination of the Controlling Stockholders' Agreement could reduce the influence of a coordinated shareholder block on management decisions and board composition.
Next Steps
- Organogenesis Holdings Inc. will continue to operate under its current corporate governance structure, with the former 'Group' no longer acting in concert.
- Glenn H. Nussdorf and his associated trusts will continue to hold their reported beneficial ownership in the Issuer.
Key Dates
| Date | Description |
|---|---|
| 11/01/1998 | Formation date of the Glenn Nussdorf 10 Year Follow On Trust. |
| 12/20/2012 | Formation date of Dennis Erani 2012 Issue Trust (part of original group). |
| 12/29/2012 | Formation date of Albert Erani Family Trust (part of original group). |
| 08/12/2016 | Formation date of GN 2016 Family Trust. |
| 09/30/2016 | Formation date of GN 2016 Organo 10-Year GRAT. |
| 12/20/2018 | Original Schedule 13D filing date. |
| 11/27/2019 | Amendment No. 1 to Schedule 13D filed. |
| 11/19/2020 | Amendment No. 2 to Schedule 13D filed. |
| 05/11/2021 | Amendment No. 3 to Schedule 13D filed. |
| 06/01/2021 | Amendment No. 4 to Schedule 13D filed. |
| 12/17/2021 | Amendment No. 5 to Schedule 13D filed. |
| 12/30/2021 | Amendment No. 6 to Schedule 13D filed. |
| 11/14/2024 | Amendment No. 7 to Schedule 13D filed. |
| 01/03/2025 | Amendment No. 8 to Schedule 13D filed. |
| 01/13/2025 | Amendment No. 9 to Schedule 13D filed. |
| 03/10/2025 | Termination of the Controlling Stockholders' Agreement. |
| 05/14/2025 | Date of event requiring this filing; Glenn Nussdorf 10 Year Follow On Trust purchased 251,001 shares. |
| 05/15/2025 | Glenn Nussdorf 10 Year Follow On Trust purchased 107,494 shares. |
| 06/09/2025 | Glenn Nussdorf 10 Year Follow On Trust sold 4,156 shares. |
| 06/10/2025 | Glenn Nussdorf 10 Year Follow On Trust sold 18,620 shares. |
| 06/24/2025 | Determination that the Group Members no longer constitute a 'group' under Rule 13d-5. |
| 06/26/2025 | Amendment No. 10 to Schedule 13D filed. |
| 07/31/2025 | Date for which total outstanding shares (126,857,709) were reported by the Issuer. |
| 08/07/2025 | Issuer filed Quarterly Report on Form 10-Q reporting outstanding shares as of July 31, 2025. |
| 10/30/2025 | Date as of which all reported share numbers for the Reporting Persons are accurate. |
| 11/03/2025 | Signature date of the current filing. |
Recommendation
holdThis filing is a routine update on beneficial ownership and the formal dissolution of a shareholder group, which was previously disclosed. While insider purchases by the Glenn Nussdorf 10 Year Follow On Trust in May 2025 could be seen as a positive signal, they were followed by sales in June 2025. The dissolution of the controlling shareholder group is a governance change that may have long-term implications but does not immediately warrant a change in investment thesis based solely on this filing. The information presented does not provide new fundamental data to justify a 'buy' or 'sell' recommendation, thus a 'hold' stance is appropriate for existing investors.
Keywords
Organogenesis Holdings Inc., ORG, Schedule 13D/A, Beneficial Ownership, Glenn H. Nussdorf, Shareholder Group, Insider Ownership, Equity Stake, SEC Filing
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