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.
Organon & Co. filings document the regulatory record for a NYSE-listed global healthcare company with Women's Health and General Medicines portfolios, including biosimilars. Form 8-K reports cover operating and financial results, company presentations, clinical or regulatory disclosures, material agreements, and other material events tied to the healthcare portfolio.
Proxy and governance filings describe board composition, executive compensation, shareholder voting matters, equity-award disclosures, and common stock registered under the Exchange Act. The filing record also includes disclosures on board and committee changes, audit committee review matters, capital structure, and exhibits filed in Inline XBRL.
Pentwater Capital Management LP and Matthew Halbower report a significant passive ownership position in Organon & Co. common stock. They disclose beneficial ownership of 18,100,000 shares of Organon common stock, representing 6.9% of the class, based on 262,609,433 shares outstanding as of June 15, 2026.
The shares are held by investment funds advised by Pentwater, with both Pentwater and Halbower reporting 0 shares with sole voting or dispositive power and 18,100,000 shares with shared voting and dispositive power. The Pentwater Funds have the right to receive dividends and sale proceeds from these shares. The reporting persons state that the filing does not constitute an admission that they are beneficial owners for all purposes.
Organon & Co. executive Juan Camilo Arjona Ferreira, Head of R&D & CMO, reported an option-style event involving restricted stock units. On August 11, 2026 he exercised or converted 11,519 restricted stock units into the same number of common shares. In a related transaction, 4,134 common shares were delivered or withheld at $13.62 per share for payment of exercise price or tax liability. Footnotes state each restricted stock unit represents a contingent right to one common share and vesting occurs in three equal installments with the final vesting on August 11, 2026.
OGN filed a notice of proposed sales of common stock under Rule 144 through Morgan Stanley Smith Barney LLC’s Executive Financial Services. The filing lists an aggregate of 14,761 shares with an indicated value of $200,306.77 and a broker reference number 262609433.
The notice also schedules multiple future common stock events labeled as Restricted Stock Vesting Under a Registered Plan on various dates, including 2,384 shares vesting on November 7, 2024; 5,245 shares on March 29, 2025; and 7,015 shares on March 31, 2025, along with several smaller vesting amounts.
Organon & Co. executive Juliana Papa Drinane, Head of Mfg & Supply, reported selling 14,761 shares of common stock on 2026-08-05 at $13.57 per share in an open-market or private transaction. Following the sale, she directly holds 18,474.703 shares of Organon common stock.
Vanguard Portfolio Management LLC, together with certain affiliated Vanguard entities and business divisions, reports beneficial ownership of 15,161,710 shares of Organon & Co common stock. This represents 5.77% of the outstanding class.
Vanguard Portfolio Management has sole voting power over 29,592 shares and sole dispositive power over the full 15,161,710 shares, with no shared voting or dispositive power. The position aggregates securities held by Vanguard funds and other managed accounts where the specified Vanguard entities or business divisions exercise voting and/or dispositive power. Other persons, including registered investment companies and managed accounts, have rights to dividends or sale proceeds, but no individual person’s interest exceeds 5% of this class.
Organon & Co. furnished an update providing supplemental non-GAAP financial information for the quarter ended June 30, 2026, in connection with its Form 10‑Q filing. In light of its pending merger with Sun Pharmaceutical Industries Limited, the company has suspended its usual earnings press releases and conference calls.
The exhibit reconciles GAAP to non-GAAP measures including Adjusted Gross Profit, Adjusted SG&A, Adjusted R&D, Adjusted net income, Adjusted diluted EPS and Adjusted EBITDA. For Q2 2026, GAAP net income was $108 million and non-GAAP Adjusted net income was $230 million, with GAAP diluted EPS of $0.40 and non-GAAP Adjusted diluted EPS of $0.85.
Q2 2026 GAAP gross profit was $847 million and Adjusted gross profit $915 million; Adjusted EBITDA was $461 million with an Adjusted EBITDA margin of 29.6%. Adjustments reflect manufacturing network costs, restructuring and acquisition-related costs, the Jada divestiture, changes in contingent consideration and merger-related expenses. The company notes these non-GAAP measures supplement, but do not replace, GAAP results, and that this information is furnished rather than filed for securities law purposes.
Organon & Co. reported Q2 2026 revenue of $1,558 million, down 2% year over year, and six‑month revenue of $3,018 million, down 3%, with foreign exchange providing a modest tailwind. Q2 net income was $108 million, while six‑month net income rose to $254 million. The effective tax rate increased to 41.3% for the quarter and 36.0% year to date, reflecting foreign earnings mix, U.S. interest deductibility limits and impacts from the Jada divestiture and new U.S. tax legislation.
The company entered a definitive agreement for Sun Pharma to acquire all shares for $14.00 per share in cash, approved by stockholders on July 23, 2026 and expected to close in early 2027, subject to regulatory and other customary conditions. In January 2026 Organon divested the Jada System for up to $465 million, including $440 million cash consideration and potential $25 million of contingent payments, recording an $81 million gain and a contingent consideration asset.
Organon ended June 30, 2026 with $1,132 million of cash and cash equivalents and total assets of $13,178 million. Total principal long‑term debt and short‑term borrowings were $8,553 million, with a weighted‑average interest rate of 4.9% and average maturity of 4.1 years. Six‑month operating cash flow was $332 million, aided by the Jada proceeds, while the company made $32 million of debt repayments and paid $11 million of dividends. Restructuring actions, including an approximate 3% headcount reduction, generated $31 million of severance‑related costs and left a $16 million severance liability.
Organon & Co. held a special stockholder meeting on July 23, 2026 to vote on its pending merger with Sun Pharmaceutical Holdings USA, Inc. Stockholders owning 195,675,859 shares, representing 74.51% of the 262,609,433 shares outstanding as of June 15, 2026, were present, constituting a quorum.
Stockholders approved the Agreement and Plan of Merger, under which a Sun Pharma subsidiary will merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. The merger agreement received 192,776,552 votes for, 2,573,118 against and 326,189 abstentions, with no broker non-votes. In a separate non-binding advisory vote, stockholders also approved merger-related compensation for named executive officers, with 185,141,986 votes for, 9,553,830 against and 980,043 abstentions.
Organon & Co. has entered into an Agreement and Plan of Merger to be acquired by Sun Pharmaceutical Holdings USA, Inc.; each eligible share will receive $14.00 in cash at the Effective Time. A Special Meeting to vote on the Merger Agreement is scheduled for July 23, 2026, with a Record Date of June 15, 2026.
The board recommends stockholders vote FOR the Merger Agreement and the related advisory compensation proposal. The proxy discloses a fairness opinion from Morgan Stanley and payment arrangements including a committed bridge facility of up to $12 billion; the Merger remains subject to customary conditions and regulatory approvals and is expected to close in early 2027.