[8-K/A] Organon & Co. Amends Material Event Report

Rhea-AI Filing Summary

Organon & Co. (OGN) filed an amended 8-K to disclose compensation terms for Carrie S. Cox, who is serving as Executive Chair on an interim basis. The Talent Committee set her base salary at $100,000 per month, effective October 26, 2025.

The amendment notes this compensation update and states no other changes to the prior report.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2025 (October 26, 2025)

Organon & Co.

(Exact name of registrant as specified in its charter)

Delaware		001-40235		46-4838035
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer Identification No.)
incorporation)
30 Hudson Street, Floor 33, Jersey City, NJ				07302
(Address and principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (551) 430-6900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OGN		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

Organon & Co. (the “Company”) is filing this Current Report on Form 8-K/A to amend the Company’s Current Report on Form 8-K filed on October 27, 2025 (the “Original Form 8-K”) to disclose the compensation of Carrie S. Cox in respect of Ms. Cox’s service as Executive Chair for an interim period, effective as of October 26, 2025, as set forth in Item 5.02 below. There are no other changes to the information contained in the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2025, the Talent Committee of the Board of Directors of Organon & Co. determined that, in connection with her appointment to Executive Chair, Ms. Cox will receive a base salary of $100,000 per month.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Organon & Co.
	By:	/s/ Kirke Weaver
		Name:	Kirke Weaver
		Title:	General Counsel

Dated: October 30, 2025

FAQ

What did Organon (OGN) disclose in this 8-K/A?

It disclosed compensation for Carrie S. Cox as interim Executive Chair, including a base salary of $100,000 per month effective October 26, 2025.

Who is receiving compensation under this update at OGN?

Carrie S. Cox, serving as Executive Chair on an interim basis.

What is the Executive Chair salary disclosed by Organon (OGN)?

A base salary of $100,000 per month.

When does the compensation for Organon’s Executive Chair take effect?

The effective date is October 26, 2025.

Does the 8-K/A include other changes beyond compensation at OGN?

No. It states there are no other changes to the prior report.

Which board body approved the compensation for OGN’s Executive Chair?

The Talent Committee of the Board of Directors.