Welcome to our dedicated page for ORGANON & CO SEC filings (Ticker: OGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Organon & Co. (NYSE: OGN) provide detailed, regulatory-grade insight into the operations of a global healthcare company focused on Women’s Health, General Medicines and biosimilars. Through current reports on Form 8-K and related amendments, Organon discloses quarterly earnings information, leadership changes, governance matters and the status of internal controls over financial reporting.
Recent 8-K filings furnish earnings releases for quarters such as the period ended June 30, 2025 and September 30, 2025, along with investor presentations that discuss revenue by segment, non-GAAP measures like Adjusted EBITDA and Adjusted gross margin, and capital allocation decisions including dividends. These filings help readers understand how Organon’s women’s health, biosimilars and established brands portfolios contribute to overall performance.
Other 8-Ks and an 8-K/A detail material governance events, including the resignation of the Chief Executive Officer, the appointment of an Interim Chief Executive Officer and an Executive Chair, and compensation arrangements for these roles. Filings also summarize the Audit Committee investigation into wholesaler sales practices for Nexplanon, the determination that certain practices were improper, and the conclusion that previously issued financial statements do not require restatement, while management’s prior assessment of internal control effectiveness must be revised.
On this page, users can review Organon’s SEC disclosures alongside AI-powered summaries that clarify the significance of each document. Filings such as earnings 8-Ks, future annual reports on Form 10-K, quarterly reports on Form 10-Q and any proxy or insider transaction reports can be examined to track segment performance, internal control remediation, leadership structure and other regulatory matters. Real-time updates from EDGAR combined with AI explanations can help investors and researchers interpret complex language, identify key risk and governance themes, and follow Organon’s ongoing reporting obligations.
Organon & Co. reported that its Audit Committee has completed an independent review into the timing of the company’s past biosimilar purchases from a supplier. With assistance from outside counsel, the review concluded that no action is required, found no evidence of improper conduct, and identified no matters requiring adjustments to previously issued financial statements or SEC disclosures. The company also stated that it intends to timely file its Form 10-K for the year ended December 31, 2025, while noting that these plans involve forward-looking statements subject to risks and uncertainties.
Organon & Co. reported weaker results for the fourth quarter and full year 2025, pressured by lower revenue and a large non-cash charge. Q4 revenue was $1.507 billion, down 5% as reported (8% ex-FX), with declines in Women’s Health and Established Brands partly offset by 11% growth in Biosimilars. Q4 GAAP results swung to a net loss of $205 million, or $(0.79) per diluted share, compared with net income of $109 million a year earlier, driven largely by a $301 million goodwill impairment tied to underperformance of several U.S. products. On a non-GAAP basis, Q4 adjusted net income was $165 million and adjusted EPS was $0.63, both down 30% year over year, with adjusted EBITDA down 15% to $383 million and margin slipping to 25.4%.
For full year 2025, revenue fell 3% to $6.216 billion. Women’s Health revenue declined 1%, as fertility and JADA® growth were offset by weaker NuvaRing® and Nexplanon®; Biosimilars grew 4%, while Established Brands declined 4%. GAAP net income dropped to $187 million (EPS $0.72) from $864 million (EPS $3.33), reflecting lower gross margin, higher manufacturing network costs and the goodwill impairment. Full-year non-GAAP adjusted net income was $954 million, down 10%, and adjusted EBITDA was $1.907 billion with a 30.7% margin, roughly flat versus 2024 as cost controls offset margin pressure.
The company highlighted balance sheet actions and deleveraging efforts. As of December 31, 2025, Organon held $574 million of cash and cash equivalents and $8.64 billion of debt, implying a net leverage ratio of about 4.3x. The Board declared a quarterly dividend of $0.02 per share, payable March 12, 2026 to shareholders of record on February 23, 2026. Looking ahead, management guided 2026 revenue to approximately $6.2 billion and adjusted EBITDA to approximately $1.9 billion, essentially in line with 2025 performance. Guidance assumes revenue foregone from the January 28, 2026 divestiture of the JADA® system will be roughly offset by favorable currency translation, resulting in constant-currency revenue about flat with the prior year pro forma for the sale.
The filing also notes that on February 11, 2026, information regarding the timing of prior-period biosimilar purchases was brought to the Audit Committee’s attention, and a review will follow. The company states it has not determined that anything inappropriate occurred in connection with these purchases, is not aware of the need for any changes to prior financial statements, and currently anticipates timely filing of its Form 10-K for 2025 while updating disclosures on this matter. Management continues to emphasize disciplined expense management, capital deployment and deleveraging, with 2026 adjusted gross margin expected to be 75–100 basis points below 2025, a higher non-GAAP tax rate of 27.5%–29.5%, and fully diluted weighted average shares of about 265 million.
Organon & Co. insider corrects a prior Form 4 filing related to a tax-withholding share sale. The officer, listed as Interim Head of Manufacturing & Supply, clarifies that a November 7, 2025 transaction involving 1,242 shares of Organon common stock at $6.71 per share (transaction code F) should have been reported as a disposal rather than an acquisition. This transaction reflects shares sold to satisfy a tax liability arising from the acquisition of other Organon shares. After properly classifying the sale, the officer’s beneficial ownership is reported as 17,174.703 shares of Organon common stock held directly.
Organon & Co. reported an equity grant to a senior officer through a Form 4 filing. Interim Head of Manufacturing & Supply Juliana Drinane received an award of 65,616 restricted stock units (RSUs) on November 13, 2025. Each RSU converts into one share of Organon common stock, so this grant represents 65,616 potential future shares. The RSUs will vest in three equal installments on November 13, 2026, November 13, 2027, and November 13, 2028, aligning the officer’s compensation with the company’s longer-term performance.
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.