SCHEDULE 13D/A: Organogenesis Holdings Major Shareholders Dissolve Controlling Group, Shift to Individual Reporting

A group of significant shareholders in Organogenesis Holdings Inc., including Alan A. Ades, Albert Erani, Glenn H. Nussdorf, and Dennis Erani, have formally dissolved their 'group' status under SEC Rule 13d-5, transitioning to individual beneficial ownership reporting following the termination of their Controlling Stockholders' Agreement.

Summary

• The filing is Amendment No. 10 to a Schedule 13D for Organogenesis Holdings Inc.
• The Reporting Persons, including key individuals Alan A. Ades, Albert Erani, Glenn H. Nussdorf, and Dennis Erani, have determined that as of June 24, 2025, they no longer constitute a 'group' under Rule 13d-5 of the Securities Exchange Act of 1934.
• This change is attributed to the termination of the 'Controlling Stockholders' Agreement' on March 10, 2025, and the expiration of the terms of directors elected under that agreement at the Issuer's 2025 Annual Meeting of Stockholders.
• The beneficial ownership percentages are based on 126,853,536 outstanding shares as of April 30, 2025.
• Alan A. Ades beneficially owns 22,319,836 shares, representing approximately 17.6% of outstanding shares.
• Albert Erani beneficially owns 17,920,498 shares, representing approximately 14.1% of outstanding shares.
• Glenn H. Nussdorf beneficially owns 11,912,841 shares, representing approximately 9.4% of outstanding shares.
• Dennis Erani beneficially owns 10,043,701 shares, representing approximately 7.9% of outstanding shares.
• Organo PFG LLC beneficially owns 8,279,490 shares, representing approximately 6.5% of outstanding shares.
• Dennis Erani 2012 Issue Trust dated 12/20/12 beneficially owns 8,382,031 shares, representing approximately 6.6% of outstanding shares.
• GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 beneficially owns 8,871,320 shares, representing approximately 7.0% of outstanding shares.
• RED Holdings, LLC beneficially owns 6,784,024 shares, representing approximately 5.3% of outstanding shares.
• Josette Ades beneficially owns 8,112,497 shares, representing approximately 6.4% of outstanding shares.
• No Reporting Person has effected any transactions in shares during the past 60 days.
• Each Reporting Person owning more than 5% of shares will continue to file individually.

Sentiment

Score: 5

Explanation: The document reports a factual change in beneficial ownership group status, which is neither inherently positive nor negative for the company's operations or financial performance. It reflects a change in the reporting structure of significant shareholders.

Future Outlook

No explicit future outlook or guidance is provided in this document.

Industry Context

This filing primarily concerns changes in beneficial ownership reporting and corporate governance structure for Organogenesis Holdings Inc., rather than broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Alan A. Ades's beneficial ownership includes shares held by his spouse, Josette Ades.
• Albert Erani's beneficial ownership includes shares held by RED Holdings, LLC, where Albert Erani is the sole manager and the 2021 RED Trust is the sole member.
• Dennis Erani's beneficial ownership includes shares held by the Purchasing Trust, where his spouse Susan Erani and Glenn H. Nussdorf are co-trustees.
• The D. Erani Trust, beneficially owned by Dennis Erani, has Mr. Nussdorf, Susan Erani (Dennis Erani's spouse), and David Peretz as co-trustees.
• Organo PFG LLC and Organo Investors LLC, whose shares are included in Alan Ades's and Albert Erani's beneficial ownership, have Alan Ades and Albert Erani as managing members/managers.
• Alan Ades is trustee of the A. Ades GRAT.
• Glenn H. Nussdorf is trustee of the GN GRAT.

Stakeholder Impact

• Shareholders: The dissolution of the controlling group may alter perceptions of corporate control and influence, potentially leading to a more dispersed power structure among major shareholders.
• Regulatory Authorities: The change in group status impacts reporting obligations, requiring individual filings for those exceeding the 5% threshold.

Next Steps

• Each Reporting Person who beneficially owns greater than five percent of the shares will continue to make filings as required pursuant to their individual reporting obligations under the Act.

Key Dates

Keywords

Organogenesis Holdings Inc., Class A Common Stock, Schedule 13D, beneficial ownership, shareholder group, SEC filing, corporate governance, Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Organo PFG LLC, Organo Investors LLC, trust, GRAT, RED Holdings LLC