11. Stockholders’ Equity and Stock-Based Compensation

Common Stock

As of March 31, 2025, the issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019. The 7,921,731 shares of Class A common stock repurchased in November 2024 pursuant to the Stock Repurchase Agreements and the Additional Stock Repurchase Agreement were retired and returned to authorized and unissued status.

Stock Incentive Plans

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”). 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.

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. Effective December 10, 2018, no additional awards may be made under the 2003 Plan.

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.

Stock-based compensation expense was $3,367 and $2,407 for the three months ended March 31, 2025 and 2024, respectively, of which $525 related to performance-based share awards expensed during the three months ended March 31, 2025. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Restricted Stock Units (RSUs)

The Company granted 1,853,844 and 1,766,615 time-based restricted stock units to its employees, executives and members of the Board of Directors in the three months ended March 31, 2025 and 2024, respectively. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock. A majority of the restricted stock units will vest in four equal annual installments. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant.

As of March 31, 2025, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $5,952 and the weighted average remaining recognition period for unvested awards was 2.71 years.

Performance Share Units (PSUs)

In the three months ended March 31, 2025, the Company granted performance share units (“PSUs”) as part of its stock-based compensation program. The PSUs vest annually based on the achievement of specific performance goals 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. However, performance targets are measured independently for the three year period, where each tranche is tied to distinct performance metrics established for the applicable year. 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.

As of March 31, 2025, the Company determined that the 2025 performance target was probable of being achieved. The Company granted 602,727 PSUs to its executives in the three months ended March 31, 2025.

As of March 31, 2025, the total unrecognized compensation cost related to unvested PSUs expected to vest was $1,603 and the weighted average remaining recognition period for unvested awards was 0.75 years.

Stock Options

The stock options granted during the three months ended March 31, 2025 and 2024 were 1,558,694 and 2,640,601, 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 weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2025 and 2024 was $1.89 and $1.89, respectively. The total fair value of options vested during the three months ended March 31, 2025 and 2024 was $4,884 and $3,669, respectively.

As of March 31, 2025, the total unrecognized stock compensation expense related to unvested options was $7,927 and was expected to be recognized over a weighted-average period of 2.65 years.