ORGANON & CO SEC Filings

Organon & Co. reported an equity grant to its interim CEO. On November 13, 2025, officer and interim CEO Joseph T. Morrissey, Jr. received 131,233 restricted stock units (RSUs), each convertible into one share of Organon common stock. The RSUs were granted following the company’s earnings release for the quarter ended September 30, 2025. These RSUs vest in three equal installments on November 13, 2026, November 13, 2027, and November 13, 2028. After this grant, Morrissey beneficially owns 131,233 derivative securities directly.

Organon & Co. (OGN) reported an insider purchase on a Form 4. Executive Chair and Director Carrie Smith Cox bought 65,400 shares of common stock on 11/12/2025 at a $7.6721 weighted average price.

The filing notes the shares were acquired in multiple trades within a price range of $7.6630 to $7.6899. Following the transaction, Cox beneficially owned 77,869 shares, held indirectly through an IRA.

Organon & Co. (OGN) reported insider activity by officer Juliana Drinane (Interim Head of Mfg & Supply). On 11/07/2025, 3,626 restricted stock units converted into common stock at $0 per share (transaction code M). The filing also lists a transaction coded F for 1,242 shares at $6.71 per share on the same date. Following the reported transactions, direct beneficial ownership is shown as 19,658.703 common shares.

The RSUs derived from a grant of 10,876 units awarded on November 7, 2023, vesting in three equal annual installments, with the final vesting date on November 7, 2026. Each RSU represents a right to receive one share of Organon common stock.

Organon & Co. (OGN) filed a Form 314,790.703 shares of common stock held directly.

It also lists restricted stock units (each RSU equals one share) covering common stock: 6,378 (exercisable 03/31/2025; final vesting 03/31/2026), 7,252 (11/07/2025; 11/07/2026), 15,958 (03/29/2026; 03/29/2027), and 30,221 (03/31/2026; 03/31/2028). The event date is 10/27/2025.

Organon & Co. (OGN): Insider equity update. On 11/07/2025, the Head of R&D & CMO reported the conversion of restricted stock units into 6,446 shares of common stock at $0 per share (code M). To cover taxes, 2,307 shares were withheld at $6.71 per share (code F). Following these transactions, direct beneficial ownership is 28,916.355 shares.

The filing notes an RSU grant vesting in three installments: 6,446 shares on November 7, 2024; 6,446 shares on November 7, 2025; and 6,447 shares on November 7, 2026. After the reported activity, 6,447 RSUs remain outstanding, expiring on November 7, 2026.

Organon (OGN) SVP and Corporate Controller reported Form 4 activity. On 11/07/2025, 2,417 shares of common stock were acquired at $0 via the conversion of restricted stock units (code M). The filer also disposed of 689 shares at $6.71 (code F). Following these transactions, beneficial ownership stands at 14,676.427 shares (direct).

The related RSU entry shows 2,417 underlying shares converted, with 2,418 RSUs remaining directly beneficially owned. The original grant was 7,252 RSUs on 11/07/2023, vesting one‑third each year through 11/07/2026.

Organon & Co. reported Q3 2025 results with revenues of $1,602 million, up slightly from $1,582 million a year ago. Gross profit was $857 million. Net income was $160 million and diluted EPS was $0.61, compared with $359 million and $1.38 in Q3 2024. The effective tax rate was 34.0%.

Year to date, revenues were $4,709 million versus $4,811 million last year, with net income of $392 million. Operating cash flow reached $559 million for the first nine months. The company ended the quarter with cash and equivalents of $672 million, total assets of $13,552 million, long-term debt of $8,783 million, and stockholders’ equity of $906 million. In Q2 2025, Organon repurchased $242 million of 5.125% notes due 2031 and terminated a $103 million NovaQuest funding agreement, recording gains in other income.

Product highlights included Nexplanon/Implanon NXT $223 million and Vtama $34 million in the quarter. In September, the FDA approved Bildyos and Bilprevda (denosumab biosimilars) for all reference indications, with the EU also granting authorizations. The company declared a $0.02 per-share dividend in Q3 and reported a restructuring program initiated earlier in 2025.

Organon & Co. (OGN) furnished its quarterly update. The company provided a press release covering results for the quarter ended September 30, 2025 and an investor presentation, both made available on November 10, 2025. The press release is attached as Exhibit 99.1 and the presentation as Exhibit 99.2. These materials are furnished, not filed, and include forward-looking statements with related cautions.

Organon & Co. filed Amendment No. 1 to its Q2 2025 Form 10‑Q. The amendment updates MD&A disclosures regarding U.S. Nexplanon sales, restates Item 4 to reflect ineffective disclosure controls and procedures as of June 30, 2025 due to identified material weaknesses, amends a related risk factor, and replaces officer certifications. The company stated there will be no restatement or revision to previously issued financial statements.

Q2 2025 worldwide sales were $1.594 billion, down 1% year over year. For the first half, sales were $3.107 billion, down 4%. Q2 product highlights: Nexplanon $240 million (down 1%); Hadlima $50 million (up 78%); Ontruzant $31 million (down 35%); Atozet $86 million (down 38%); Singulair $66 million (down 29%); Vtama $31 million. Gross profit in Q2 was $874 million (down 7%).

Liquidity remained solid with cash and cash equivalents of $599 million and working capital of $1.82 billion as of June 30, 2025. Net cash from operating activities was $295 million for the first half. The company incurred $88 million in restructuring costs year‑to‑date and paid a $0.02 per share quarterly dividend. Organon acquired U.S. rights to Tofidence with a $51 million upfront payment, amortized over 10 years.