Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 27, 2024, Organogenesis Holdings Inc. (the "Company") entered into a stock repurchase agreement (the "Stock Repurchase Agreement" and the stock repurchase thereunder, the "Repurchase") with the GN 2016 Family Trust u/a/d August 12, 2016 (the "Selling Stockholder"), pursuant to which the Company will repurchase an aggregate of 500,000 shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock") from the Selling Stockholder for a purchase price of $4.057 per share, which represents the 10-day trailing volume weighted average price of the Common Stock as of market close on November 26, 2024. Glenn H. Nussdorf, a member of the board of directors of the Company (the "Board"), is a beneficial owner of the shares held by the GN 2016 Family Trust u/a/d August 12, 2016.

The Repurchase and the Stock Repurchase Agreement were approved by the Audit Committee and a Transaction Committee of the Board. The Repurchase was funded by a portion of the proceeds from the Company's previously disclosed sale on November 12, 2024 of its Series A Convertible Preferred Stock to Avista Healthcare Partners III, L.P. and AHP III Orchestra Holdings, L.P. The Repurchase is expected to close on or around December 3, 2024.

The foregoing description of the Repurchase Agreement is not complete and is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.