ORGANON & CO SEC Filings

Organon & Co.’s SVP and Corporate Controller, Lynette Holzbaur, reported an amended insider transaction on common stock. The filing now shows an open-market sale of 26,448.366 shares of common stock at $13.3498 per share on May 6, 2026, leaving her with 0 shares directly owned afterward.

The amendment clarifies that this transaction should be treated as a sale (disposition) rather than a purchase as previously reported. It also records the acquisition of 45.939 shares of common stock that had not been required to be reported earlier, categorized as an “other acquisition or disposition.”

Organon & Co. senior vice president and corporate controller Lynette Holzbaur bought Common Stock in the open market. On May 6, 2026, she purchased 26,448.366 shares at an average price of $13.3498 per share. Following this transaction, she directly owns 52,850.793 Common Stock shares.

Organon & Co. (OGN) reported lower sales but sharply higher profit for the quarter ended March 31, 2026 and agreed to be acquired. Revenue was $1.46 billion, down 4% as declines in Nexplanon, Singulair and some women’s health products outweighed growth in biosimilars and Emgality. Net income rose to $146 million from $87 million, helped by an $81 million gain on the sale of the Jada System and lower restructuring and interest expenses. Diluted EPS increased to $0.55 from $0.33.

Cash and cash equivalents climbed to $1.12 billion, while total principal debt was $8.57 billion with a 4.9% weighted-average interest rate. The company is executing a 3% headcount reduction and continues to carry substantial restructuring liabilities. The effective tax rate rose to 31.4% from 13.4%, reflecting U.S. tax law changes and mix of earnings.

Strategically, Organon divested the Jada System for up to $465 million and signed an exclusive global license for Miudella, a hormone‑free copper IUD, with up to $505 million in potential milestones. After quarter‑end, Sun Pharmaceutical Industries agreed to acquire all Organon shares for $14.00 per share in cash, with closing targeted for early 2027 subject to regulatory and stockholder approvals.

Organon & Co reported that Vanguard Capital Management beneficially owned 13,717,181 shares of Common Stock, representing 5.26% of the class as of 03/31/2026. The filing lists 1,980,163 shares as sole voting power and 13,717,181 shares as sole dispositive power. The disclosure attributes ownership to Vanguard Capital Management LLC and affiliated Vanguard entities.

Organon reported mixed first-quarter 2026 results. Revenue was $1.460 billion, down 4% year over year, or 9% excluding foreign exchange. Women’s Health sales fell 16%, while Biosimilars grew 23%, helped by Hadlima and newer products Bildyos, Bilprevda and Tofidence.

GAAP net income rose to $146 million (diluted EPS $0.55) from $87 million ($0.33). However, non-GAAP adjusted net income declined to $188 million (adjusted diluted EPS $0.71) from $265 million ($1.02), with adjusted EBITDA down to $415 million and margin to 28.4%. The board declared a $0.02 quarterly dividend, and the company ended the quarter with $1.12 billion in cash and $8.57 billion of debt. During the pendency of its acquisition, Organon has suspended quarterly earnings calls.

Vanguard Portfolio Management reports beneficial ownership of 22,052,559 shares of Organon & Co Common Stock (CUSIP 68622V106), representing 8.47% of the class. The filer states sole dispositive power for 22,052,559 shares and sole voting power for 206,523 shares.

The filing attributes holdings to Vanguard Portfolio Management LLC and listed affiliates and notes that the shares include positions held for Vanguard funds and managed accounts.

Vanguard Portfolio Management reports beneficial ownership of 22,052,559 shares of Organon & Co Common Stock (CUSIP 68622V106), representing 8.47% of the class. The filer states sole dispositive power for 22,052,559 shares and sole voting power for 206,523 shares.

The filing attributes holdings to Vanguard Portfolio Management LLC and listed affiliates and notes that the shares include positions held for Vanguard funds and managed accounts.

Organon & Co. agreed to be acquired by Sun Pharmaceutical Holdings USA in an all-cash merger. Organon stockholders will receive $14.00 per share in cash, a 103% premium to the April 9, 2026 unaffected closing price, implying an enterprise value of $11.75 billion.

The deal is subject to the Requisite Company Vote, U.S. and non-U.S. antitrust and foreign investment clearances, absence of a Company Material Adverse Effect, and other customary conditions, with an outside date of January 26, 2027. If completed, Organon will be delisted from the NYSE and cease to be an SEC reporting company. The Merger Agreement includes a $120 million termination fee payable by Organon in certain scenarios and customary no-shop and fiduciary out provisions.

Separately, Organon’s board made leadership roles permanent: Joseph Morrissey was appointed Chief Executive Officer and Carrie S. Cox Executive Chair, both without changes to their compensation.

Organon & Co. is soliciting proxies for its virtual 2026 Annual Meeting on June 9, 2026, where shareholders will vote on ten director nominees, an advisory say‑on‑pay proposal, an amended 2021 Incentive Stock Plan, and ratification of PricewaterhouseCoopers as auditor.

The company reports 2025 revenue of $6.2 billion and $1.9 billion in adjusted EBITDA, supported by strong biosimilars growth, Vtama revenue of $128 million, and disciplined cost control delivering over $200 million in savings. Organon lowered its dividend payout ratio and used about $390 million of Jada divestiture proceeds to reduce debt.

The proxy highlights a highly independent, diverse board in which 70% of directors are women and 50% are racially or ethnically diverse, extensive committee oversight of risk, cybersecurity, human capital and ESG, and an executive compensation program tied to performance, shareholder feedback and ESG-linked scorecard metrics.