Form 4: ORGO Director Reports Stock Activity, Resolves Short-Swing Issue

Organogenesis Holdings Inc. Director and 10% owner Glenn Nussdorf reported recent stock transactions and resolved a Section 16(b) short-swing profit violation.

Summary

• Glenn H. Nussdorf, a Director and 10% owner of Organogenesis Holdings Inc. (ORGO), reported multiple transactions involving Class A Common Stock.
• On May 14, 2025, 251,001 shares were purchased indirectly by the Glenn Nussdorf 10 Year Follow On Trust at a weighted-average price of $3.0878 per share, totaling approximately $775,000.
• On May 15, 2025, an additional 107,494 shares were purchased indirectly by the same trust at a weighted-average price of $2.9862 per share, totaling approximately $320,900.
• On June 9, 2025, 4,156 shares were sold directly at a weighted-average price of $3.5003 per share, totaling approximately $14,547.
• On June 10, 2025, 18,620 shares were sold directly at a weighted-average price of $3.5583 per share, totaling approximately $66,280.
• The sales on June 9 and June 10, 2025, totaling 22,776 shares, were deemed matchable under Section 16(b) of the Securities Exchange Act of 1934 with a purchase of 22,776 shares on May 15, 2025.
• The reporting person paid Organogenesis Holdings Inc. $13,285.24, representing the full short-swing profit of $12,971.78 plus $313.46 in interest.
• Following these transactions, Nussdorf's beneficial ownership includes 3,065,591 shares held directly, 335,719 shares held indirectly by the Glenn Nussdorf 10 Year Follow On Trust, 918,680 shares by the GN 2016 Family Trust, and 7,928,570 shares by the GN 2016 Organo 10-Year GRAT.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While there were significant insider purchases, which can be a positive signal, the occurrence of a Section 16(b) short-swing profit violation and the subsequent payment to the company introduces a negative element related to corporate governance and compliance, offsetting some of the positive sentiment from the buying activity.

Positives

• The reporting person, a Director and 10% owner, made significant purchases of Class A Common Stock in May 2025, potentially signaling confidence in the company's future.
• The Section 16(b) short-swing profit violation was promptly identified and resolved, with the full profit and interest paid back to the issuer, demonstrating compliance and accountability.

Negatives

• A Section 16(b) short-swing profit violation occurred, requiring the reporting person to pay $13,285.24 back to Organogenesis Holdings Inc.

Risks

• The occurrence of a Section 16(b) violation, even if resolved, could indicate a lapse in internal compliance procedures for insider trading, potentially posing a minor reputational risk for the individual and the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing, a Form 4, reports insider trading activity and does not provide broader industry context or trends. It reflects individual stock transactions by a director and 10% owner of Organogenesis Holdings Inc., a company operating in the regenerative medicine and advanced wound care industry.

Corporate Governance

Legal Proceedings

• The filing details a resolved regulatory matter under Section 16(b) of the Securities Exchange Act of 1934, where the reporting person paid $13,285.24 to the issuer for a short-swing profit.

Stakeholder Impact

• Shareholders: The company received a payment of $13,285.24 due to the Section 16(b) violation, which is a minor financial benefit to the company and its shareholders. The insider buying activity could be interpreted as a positive signal of confidence, while the violation itself might raise minor governance concerns.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares purchased or sold at each separate price within the reported ranges upon request from Organogenesis, any security holder, or the SEC staff.

Key Dates

Recommendation

While the insider purchases by a director and 10% owner could be seen as a positive signal, the occurrence and resolution of a Section 16(b) short-swing profit violation introduce a governance concern. The net effect of these mixed signals, without further financial or operational context, suggests a 'hold' recommendation. Investors should monitor future insider activity and broader company performance rather than making a strong directional call based solely on this Form 4.

Keywords

Organogenesis Holdings Inc., ORGO, Form 4, Insider Trading, Beneficial Ownership, Stock Transaction, Director, 10% Owner, Section 16(b), Short-Swing Profit