Organon (NYSE: OGN) posts 2025 results, flat 2026 outlook and audit review
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- Sharp decline in GAAP profitability: 2025 net income fell to $187 million from $864 million and diluted EPS dropped 78% to $0.72, driven by lower gross margin and a $301 million goodwill impairment.
- Ongoing margin and pricing pressure: Reported gross margin fell from 58.0% to 53.3%, with management also guiding 2026 adjusted gross margin to be 75–100 basis points below 2025.
- High leverage and audit committee review: Year-end debt of $8.64 billion and net leverage around 4.3x remain elevated, and the Audit Committee is reviewing the timing of prior biosimilar purchases, which could add uncertainty until resolved.
Insights
Organon posted revenue modestly down, earnings sharply lower from impairment, flat 2026 outlook, and disclosed an Audit Committee review.
Organon’s 2025 top line declined only modestly, with revenue down
Profitability weakened more meaningfully. Reported gross margin dropped to
Non-GAAP performance shows underlying pressure but more stability. Adjusted net income declined
Balance sheet and governance points matter for investors. Debt stood at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On February 12, 2026, Organon & Co. (the “Company”) issued a press release (the “Earnings Release”) regarding its results for the quarter and full year ended December 31, 2025. A copy of the Earnings Release is included as Exhibit 99.1 to this report.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document. The release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the conference call announced in the Earnings Release, on February 12, 2026, the Company made available the Company Information Presentation relating to its financial results for the quarter and full year ended December 31, 2025. The Company Information Presentation may be accessed within the investor relations section of the Company’s website, https://www.organon.com. A copy of the Company Information Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document. The Company Information Presentation contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 12, 2026, relating to results of operations and financial condition. | |
| 99.2 | Company Information Presentation. | |
| 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/ Matthew Walsh | ||
| Name: | Matthew Walsh | ||
| Title: | Chief Financial Officer | ||
Dated: February 12, 2026
Exhibit 99.1
| Media Contacts: | Felicia Bisaro | Investor Contacts: | Jennifer Halchak |
| (646) 703-1807 | (201) 275-2711 | ||
| Kate Vossen | Renee McKnight | ||
| (732) 675-8448 | (551) 204-6129 |
Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2025
| · | Full year 2025 revenue of $6.2 billion, down 3% on both an as-reported basis and at constant currency |
| · | Full year 2025 diluted earnings per share of $0.72 and non-GAAP Adjusted diluted earnings per share of $3.66 |
| · | Full year 2025 Adjusted EBITDA of $1.91 billion inclusive of $6 million of IPR&D, representing a 30.7% Adjusted EBITDA margin |
| · | The company expects to deliver approximately $6.2 billion of revenue and approximately $1.9 billion of Adjusted EBITDA for the full year 2026, both measures in-line with full year 2025 performance. |
Jersey City, N.J., February 12, 2026 – Organon (NYSE: OGN) today announced its results for the fourth quarter and full year ended December 31, 2025.
“In 2025 we took action that demonstrated our commitment to improving the balance sheet and to building more financial flexibility,” said Joe Morrissey, Organon’s interim Chief Executive Officer. “In 2026 our primary objective is to maintain operational performance that aligns with last year. At the same time, we remain committed to disciplined expense management and capital deployment to achieve progress on our deleveraging efforts.”
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Fourth Quarter 2025 Revenue
| in $ millions | Q4 2025 | Q4 2024 | VPY | VPY ex-FX | ||||||||||||
| Women’s Health | $ | 398 | $ | 466 | (15 | )% | (16 | )% | ||||||||
| General Medicines | ||||||||||||||||
| Biosimilars | 181 | 163 | 11 | % | 11 | % | ||||||||||
| Established Brands | 913 | 935 | (2 | )% | (5 | )% | ||||||||||
| Other (1) | 15 | 28 | (48 | )% | (49 | )% | ||||||||||
| Revenue | $ | 1,507 | $ | 1,592 | (5 | )% | (8 | )% | ||||||||
Totals may not foot due to rounding and percentages are computed using unrounded amounts.
(1) Other includes manufacturing sales to third parties.
For the fourth quarter of 2025, total revenue was $1.507 billion, down 5% on an as-reported basis and down 8% excluding the impact of foreign currency (ex-FX), compared with the fourth quarter of 2024.
Women’s Health revenue declined 15% as-reported and declined 16% ex-FX in the fourth quarter of 2025, compared with the fourth quarter of 2024. Sales of Nexplanon® (etonogestrel implant) decreased 20% ex-FX in the fourth quarter compared with the prior year period primarily due to: an approximate $17 million decrease in sales due to the cessation of certain identified U.S. wholesaler sales practices described in the company’s Form 8-K filed with the U.S. Securities and Exchange Commission on October 27, 2025; lower U.S. demand mainly associated with policy-related access restrictions and a reduction in physician demand in certain commercial segments; and an increase in the rebate rate in the U.S. attributable to patient mix. The company’s fertility business declined 6% ex-FX in the fourth quarter of 2025 which is primarily related to sales performance in China, where socio-economic trends continue to weigh on the broader fertility market.
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Biosimilars revenue increased 11% on both an as-reported basis and ex-FX in the fourth quarter of 2025, compared with the fourth quarter of 2024, primarily due to strong performance of Hadlima® (adalimumab-bwwd). To a lesser extent, during the fourth quarter the Biosimilars portfolio also benefitted from contribution from new assets; Bildyos® (denosumab-nxxp) and Bilprevda® (denosumab-nxxp), which were approved by the U.S. Food and Drug Administration (“FDA”) in third quarter 2025, and Tofidence® (tocilizumab-bavi), which the company acquired in the second quarter of 2025.
Established Brands revenue declined 2% as-reported and declined 5% ex-FX in the fourth quarter of 2025. Revenue contributions from Emgality®(1) (galcanezumab-gnlm), Vtama®(2) (tapinarof) and ArcoxiaTM (etoricoxib) partially offset a decline in the respiratory portfolio which was driven by pricing pressure, particularly in the U.S. and China, as well as volume declines related to the adoption of revised medical guidelines that deprioritize the use of montelukast, including Singulair® (montelukast sodium), in various international markets.
(1) Organon acquired certain European licensing and distribution rights to Emgality and Rayvow from Eli Lilly and Company (“Eli Lilly”) beginning in early 2024. Emgality and Rayvow are registered trademarks of Eli Lilly in the European Union and other countries (used under license).
(2) Vtama was acquired as part of Organon's acquisition of Dermavant Sciences Ltd. (“Dermavant”), which closed on October 28, 2024.
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Fourth Quarter 2025 Profitability
| in $ millions, except per share amounts | Q4 2025 | Q4 2024 | VPY | |||||||||
| Revenues | $ | 1,507 | $ | 1,592 | (5 | )% | ||||||
| Cost of sales | 766 | 696 | 10 | % | ||||||||
| Gross profit | 741 | 896 | (17 | )% | ||||||||
| Non-GAAP Adjusted gross profit (1) | 854 | 965 | (12 | )% | ||||||||
| Net (loss) income | (205 | ) | 109 | NM | ||||||||
| Non-GAAP Adjusted net income (1) | 165 | 235 | (30 | )% | ||||||||
| Diluted (Loss) Earnings per Share (EPS) | (0.79 | ) | 0.42 | NM | ||||||||
| Non-GAAP Adjusted diluted EPS (1) | 0.63 | 0.90 | (30 | )% | ||||||||
| Acquired in-process research & development (IPR&D) and milestones | — | — | —% | |||||||||
| Adjusted EBITDA (Non-GAAP) (1) | 383 | 448 | (15 | )% | ||||||||
| Q4 2025 | Q4 2024 | |||||||||||
| Gross margin | 49.2 | % | 56.3 | % | ||||||||
| Non-GAAP Adjusted gross margin (1) | 56.7 | % | 60.6 | % | ||||||||
| Adjusted EBITDA margin (Non-GAAP) (1, 2) | 25.4 | % | 28.1 | % | ||||||||
| (1) | See Tables 4 and 5 for reconciliations of GAAP to non-GAAP financial measures. |
Reported gross margin in the fourth quarter of 2025 was 49.2% compared with 56.3% in the prior year period. One-time costs associated with optimizing the company’s manufacturing and supply network were the most significant driver of the year-over-year decline in reported gross margin. Non-GAAP Adjusted gross margin was 56.7% in the fourth quarter of 2025, compared to 60.6% in the fourth quarter of 2024. Unfavorable pricing, foreign exchange rates and product mix were notable drivers in the decline of both reported gross margin and non-GAAP Adjusted gross margin.
Net loss for the fourth quarter of 2025 was $205 million, or $0.79 per diluted share, compared with net income of $109 million, or $0.42 per diluted share, in the fourth quarter of 2024. Net loss for the fourth quarter of 2025 includes a non-cash goodwill impairment of $301 million, or $1.16 per share, related to underperformance of several products in the U.S. For the fourth quarter of 2025, non-GAAP Adjusted net income was $165 million, or $0.63 per diluted share, compared with $235 million, or $0.90 per diluted share, in 2024.
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Non-GAAP Adjusted EBITDA margin was 25.4% in the fourth quarter of 2025 compared with 28.1% in the fourth quarter of 2024. The year-over-year decline in the fourth quarter 2025 Adjusted EBITDA margin was primarily driven by the lower Adjusted Gross Margin, which was only partially offset by a 5% reduction in non-GAAP operating expenses.
Full Year 2025 Revenue
| in $ millions | FY 2025 | FY 2024 | VPY | VPY ex-FX | ||||||||||||
| Women’s Health | $ | 1,752 | $ | 1,777 | (1 | )% | (2 | )% | ||||||||
| General Medicines | ||||||||||||||||
| Biosimilars | 691 | 662 | 4 | % | 5 | % | ||||||||||
| Established Brands | 3,691 | 3,849 | (4 | )% | (5 | )% | ||||||||||
| Other (1) | 82 | 115 | (28 | )% | (28 | )% | ||||||||||
| Revenue | $ | 6,216 | $ | 6,403 | (3 | )% | (3 | )% | ||||||||
Totals may not foot due to rounding and percentages are computed using unrounded amounts.
(1) Other includes manufacturing sales to third parties.
Full year 2025 revenue was $6.2 billion, a decrease of 3% on both an as-reported basis and at constant currency as compared with full year 2024.
Women’s Health revenue declined 1% as-reported and 2% ex-FX for full year 2025, compared with 2024. Growth in the company’s fertility business and in the JADA® system substantially offset a 23% ex-FX decline in NuvaRing® (etonogestrel / ethinyl estradiol vaginal ring) and a 4% ex-FX decline in Nexplanon. Strong growth in Nexplanon outside the U.S. helped to offset a 9% decline in the U.S. where access has been restricted by U.S. policy since early 2025. The company’s fertility business grew 8% ex-FX for full year 2025 driven by performance in the U.S., particularly in the first half of 2025, as well as geographic footprint expansion, which together offset declines in China driven by socio-economic trends. For full year 2025, the JADA® system delivered $74 million of revenue. On January 28, 2026 the company completed the divestiture of the JADA® system.
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Biosimilars revenue increased 4% on an as-reported basis and 5% on an ex-FX basis for full year 2025, compared with the prior year, primarily driven by continued growth in Hadlima. Renflexis and Ontruzant declined 8% ex-FX and 30% ex-FX, respectively, as both products are in the mature phase of their product life cycles and face significant competitive pricing pressure in the U.S. and Europe.
Revenue for Established Brands declined 4% on an as-reported basis and 5% ex-FX for full year 2025. Contributions from Emgality and Vtama partially offset the aforementioned declines in the respiratory portfolio and the impact from the loss of exclusivity of Atozet in Europe and Japan.
Full Year 2025 Profitability
| in $ millions, except per share amounts | 2025 | 2024 | VPY | |||||||||
| Revenues | $ | 6,216 | $ | 6,403 | (3 | )% | ||||||
| Cost of sales | 2,903 | 2,688 | 8 | % | ||||||||
| Gross profit | 3,313 | 3,715 | (11 | )% | ||||||||
| Non-GAAP Adjusted gross profit (1) | 3,737 | 3,944 | (5 | )% | ||||||||
| Net income | 187 | 864 | (78 | )% | ||||||||
| Non-GAAP Adjusted net income (1) | 954 | 1,065 | (10 | )% | ||||||||
| Diluted Earnings per Share (EPS) | 0.72 | 3.33 | (78 | )% | ||||||||
| Non-GAAP Adjusted diluted EPS (1) | 3.66 | 4.11 | (11 | )% | ||||||||
| Acquired in-process research & development (IPR&D) and milestones | 6 | 81 | (93 | )% | ||||||||
| Adjusted EBITDA (1, 2) | 1,907 | 1,958 | (3 | )% | ||||||||
| 2025 | 2024 | |||||||||||
| Gross margin | 53.3 | % | 58.0 | % | ||||||||
| Non-GAAP Adjusted gross margin (1) | 60.1 | % | 61.6 | % | ||||||||
| Adjusted EBITDA margin (1, 2) | 30.7 | % | 30.6 | % | ||||||||
| (1) | See Tables 4 and 5 for reconciliations of GAAP to non-GAAP financial measures. |
| (2) | Adjusted EBITDA and Adjusted EBITDA margin include $6 million in 2025 and $81 million in 2024 related to acquired IPR&D and milestones. |
Reported gross margin was 53.3% for full year 2025 compared with 58.0% for full year 2024. One-time costs associated with optimizing the company’s manufacturing and supply network were the most significant driver in the year-over-year decline in reported gross margin, followed by amortization expense and acquisition-related costs associated with the company’s purchase of Dermavant in October 2024. Adjusted gross margin was 60.1% for full year 2025, compared with 61.6% for full year 2024. Pricing pressure adversely impacted both reported and Adjusted gross margin.
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Adjusted EBITDA margin was 30.7% for full year 2025 consistent with full year 2024 as the decline in Adjusted gross margin was substantially offset by lower R&D expense.
Net income for full year 2025 was $187 million, or $0.72 per diluted share, compared with $864 million, or $3.33 per diluted share in 2024. Full year 2025 reported net-income includes the aforementioned fourth quarter goodwill impairment. Non-GAAP Adjusted net income was $954 million for full year 2025, or $3.66 per share, compared with $1,065 million, or $4.11 per share, in full year 2024.
Other Matters
On February 11, 2026, information was brought to the Audit Committee’s attention relating to the timing of the company’s purchases of biosimilars from a supplier in prior years. A review by the Audit Committee will ensue. At this time, the company has not determined that anything inappropriate occurred in connection with these purchases. The company is not aware of the need for any changes to prior financial statements, and currently anticipates that it will be able to timely file its Form 10-K for the year ended December 31, 2025 and update its disclosure in relation to this matter.
Capital Allocation
Today, Organon’s Board of Directors declared a quarterly dividend of $0.02 for each issued and outstanding share of the company's common stock. The dividend is payable on March 12, 2026, to stockholders of record at the close of business on February 23, 2026.
As of December 31, 2025, cash and cash equivalents were $574 million, and debt was $8.64 billion.
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Full Year Guidance
Organon does not provide GAAP financial measures on a forward-looking basis because the company cannot predict with reasonable certainty and without unreasonable effort, the ultimate outcome of legal proceedings, unusual gains and losses, the occurrence of matters creating GAAP tax impacts, and acquisition-related expenses. These items are uncertain, depend on various factors, and could be material to Organon’s results computed in accordance with GAAP.
For full year 2026, the company expects to achieve revenue of approximately $6.2 billion and Adjusted EBITDA of approximately $1.9 billion; both measures in-line with 2025 performance. The company expects that the annual revenue foregone with the sale of the JADA® system will be approximately offset by favorable currency translation, resulting in constant currency revenue growth about flat with prior year, pro forma for the JADA® system divestiture.
Full year 2026 financial guidance is presented below on a non-GAAP basis, except revenue.
| Full Year 2025 Actuals | Full Year 2026 Guidance | |||
| Revenue | $6.216B | ~$6.2B | ||
| Nominal revenue growth | (3)% | ~flat | ||
| FX translation impact | ~$35M | ~75M | ||
| Ex-FX revenue growth | (3%) | ~(1.5%) | ||
| Adjusted gross margin | 60.1% | ~75-100 bps lower than 2025 | ||
| SG&A | 26.1% | Mid 20% range | ||
| R&D | 5.5% | Mid-single digit range | ||
| IPR&D* | $6M | N/A | ||
| Adjusted EBITDA (non-GAAP) | $1.91B | ~$1.9B | ||
| Interest | $504M | ~$500M | ||
| Depreciation | $141M | ~$140M | ||
| Effective non-GAAP tax rate | 24.4% | 27.5%-29.5% | ||
| Fully diluted weighted average shares outstanding | 261M | ~265M |
*The company does not provide guidance for forward-looking IPR&D and milestone expense.
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Webcast Information
Organon will host a conference call at 8:30 a.m. Eastern Time today to discuss its fourth quarter and full year financial results. To listen to the event and view the presentation slides via webcast, join from the Organon Investor Relations website at https://www.organon.com/investor-relations/events-and-presentations/. A replay of the webcast will be available approximately two hours after the conclusion of the live event on the company’s website. Institutional investors and analysts interested in participating in the call may join by dialing (888) 596-4144 (U.S. and Canada Toll-Free) or
(646) 968-2525 and using the access code Conference ID: 1036555#.
About Organon
Organon (NYSE: OGN) is a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day. With a portfolio of over 70 products across Women’s Health and General Medicines, which includes biosimilars, Organon focuses on addressing health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in over 140 markets.
Headquartered in Jersey City, New Jersey, Organon is committed to advancing access, affordability, and innovation in healthcare. Learn more at http://www.organon.com and follow us on LinkedIn, Instagram, X, YouTube, TikTok and Facebook.
Cautionary Note Regarding Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are correspondingly not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, the company makes use of the non-GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross margin, Adjusted gross profit, Adjusted net income, and Adjusted diluted EPS, which are not recognized terms under GAAP and are presented only as a supplement to the company’s GAAP financial statements. This press release also provides certain measures that exclude the impact of foreign exchange. We calculate foreign exchange by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. The company believes that these non-GAAP financial measures help to enhance an understanding of the company’s financial performance. However, the presentation of these measures has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the company’s results as reported under GAAP. Because not all companies use identical calculations, the presentations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Please refer to Table 4 and Table 5 of this press release for additional information, including relevant definitions and reconciliations of non-GAAP financial measures contained herein to the most directly comparable GAAP measures.
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In addition, the company’s full-year 2026 guidance measures (other than revenue) are provided on a non-GAAP basis because the company is unable to reasonably predict certain items contained in the GAAP measures. Such items include, but are not limited to, acquisition-related expenses, restructuring and related expenses, stock-based compensation, the ultimate outcome of legal proceedings, unusual gains and losses, the occurrence of matters creating GAAP tax impacts and other items not reflective of the company's ongoing operations.
The company’s management uses the non-GAAP financial measures described above to evaluate the company’s performance and to guide operational and financial decision making. Further, the company’s management believes that these non-GAAP financial measures, which exclude certain items, help to enhance its ability to meaningfully communicate its underlying business performance, financial condition and results of operations.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, this press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectations about the Audit Committee’s review described above, Organon’s full-year 2026 guidance estimates and predictions regarding other financial information and metrics, as well as expectations regarding Organon’s franchise and product performance and strategy expectations for future periods. Forward-looking statements may be identified by words such as “guidance,” “potential,” “should,” “will,” “continue,” “expects,” “believes,” “future,” “estimates,” “opportunity,” “likely,” “pursue,” “drive,” “intend,” “anticipate,” “be able to,” or words of similar meaning. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
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Risks and uncertainties include, but are not limited to, the timing and completion of the Audit Committee’s review and result thereof; pricing pressures globally, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to or affecting Medicare, Medicaid and healthcare reform, pharmaceutical pricing and reimbursement, access to our products, international reference pricing, including most-favored-nation drug pricing, and other pricing related initiatives and policy efforts; changes in government laws and regulations in the United States and other jurisdictions, including laws and regulations governing the research, development, approval, clearance, manufacturing, supply, distribution, and/or marketing of our products and related intellectual property, environmental regulations, and the enforcement thereof affecting the company’s business; the impact of tariffs and other trade restrictions or domestic sourcing requirements; changes in tax laws including changes related to the taxation of foreign earnings; economic factors over which we have no control, including changes in inflation, interest rates, recessionary pressures, and foreign currency exchange rates; the company’s inability to remediate the material weaknesses in its internal control over financial reporting; the company’s use of artificial intelligence technologies; the company’s ability to execute on its capital allocation priorities and to deleverage its business; the impact of our substantial levels of indebtedness; expanded brand and class competition in the markets in which the company operates; difficulties with performance of third parties the company relies on for its business growth; the failure of any supplier to provide substances, materials, or services as agreed, or otherwise meet their obligations to the company; the increased cost of supply, manufacturing, packaging, and operations; difficulties developing and sustaining relationships with commercial counterparties; competition from generic products as the company’s products lose patent protection; any failure by the company to retain market exclusivity for Nexplanon® (etonogestrel implant) or to obtain an additional period of exclusivity in the United States for Nexplanon® subsequent to the expiration of the rod patents in 2027; the continued impact of the September 2024 loss of exclusivity for Atozet™ (ezetimibe and atorvastatin); the success of the company’s efforts to adopt its business and sales strategies to address the changing market and regulatory landscape in order to achieve its business objectives and remain competitive; restructuring or other disruptions at the FDA, the U.S. Securities and Exchange Commission (the “SEC”) and other U.S. and comparable foreign government agencies; cyberattacks on, or other failures, accidents, or security breaches of, the company’s or third-party providers’ information technology systems, which could disrupt the company’s operations and those of third parties upon which it relies; increased focus on privacy issues in countries around the world, including the United States, the European Union, and China, and a more difficult legislative and regulatory landscape for privacy and data protection that continues to evolve with the potential to directly affect the company’s business; difficulties and uncertainties inherent in the implementation of the company’s business development strategy or failure to recognize the benefits of strategic transactions; the impact of higher selling and promotional costs; efficacy, safety or other quality concerns with respect to the company’s marketed products, whether or not scientifically justified, leading to product recalls, withdrawals, labeling changes or declining sales; delays or failures to demonstrate adequate efficacy and safety of the company’s product candidates in pre-clinical and clinical trials, which may prevent or delay the development, approval, clearance, or commercialization of the company’s product candidates; future actions of third-parties, including significant changes in customer relationships or changes in the behavior and spending patterns of purchasers of healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and forgoing healthcare insurance coverage; legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental claims and patent disputes with branded and generic competitors, any of which could preclude commercialization of products or negatively affect the profitability of existing products; lost market opportunity resulting from delays and uncertainties in clinical trials and the approval or clearance process of the FDA and other regulatory authorities; the failure by the company or its third party collaborators and/or their suppliers to fulfill their or their regulatory or quality obligations, which could lead to a delay in regulatory approval or commercial marketing of the company’s products; the impact of any future pandemic, epidemic, or similar public health threat on the company’s business, operations and financial performance; the company’s ability to hire and retain a permanent CEO, other members of the company’s senior management, or other key employees; changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards Board and the SEC, that are adverse to the company; volatility of commodity prices, fuel, and shipping rates that impact the costs and/or ability to supply the company’s products; and uncertainties surrounding matters relating to the Audit Committee investigation and any related investigations, inquiries, claims, proceedings or actions.
11
The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s filings with the SEC, including the company’s most recent Annual Report on Form 10-K (as amended), Quarterly Reports on Form 10-Q (as amended), Current Reports on Form 8-K, and other SEC filings, available at the SEC’s Internet site (www.sec.gov).
12
TABLE 1
Organon & Co.
Condensed Consolidated Statement of Income
(Unaudited, $ in millions except shares in thousands and per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 1,507 | $ | 1,592 | $ | 6,216 | $ | 6,403 | ||||||||
| Cost of sales | 766 | 696 | 2,903 | 2,688 | ||||||||||||
| Gross Profit | 741 | 896 | 3,313 | 3,715 | ||||||||||||
| Selling, general and administrative | 433 | 470 | 1,721 | 1,760 | ||||||||||||
| Research and development | 91 | 130 | 366 | 469 | ||||||||||||
| Acquired in-process research and development and milestones | — | — | 6 | 81 | ||||||||||||
| Goodwill impairment | 301 | — | 301 | — | ||||||||||||
| Restructuring costs | 7 | 8 | 95 | 31 | ||||||||||||
| Interest expense | 121 | 132 | 504 | 520 | ||||||||||||
| Exchange losses | 2 | 15 | 14 | 26 | ||||||||||||
| Other (income) expense, net | (66 | ) | 12 | (119 | ) | 21 | ||||||||||
| (Loss) Income before income taxes | (148 | ) | 129 | 425 | 807 | |||||||||||
| Income tax expense (benefit) | 57 | 20 | 238 | (57 | ) | |||||||||||
| Net (loss) income | $ | (205 | ) | $ | 109 | $ | 187 | $ | 864 | |||||||
| (Loss) Earnings per share: | ||||||||||||||||
| Basic | $ | (0.79 | ) | $ | 0.42 | $ | 0.72 | $ | 3.36 | |||||||
| Diluted | $ | (0.79 | ) | $ | 0.42 | $ | 0.72 | $ | 3.33 | |||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 260,172 | 257,690 | 259,495 | 257,046 | ||||||||||||
| Diluted | 260,172 | 259,878 | 260,764 | 259,152 | ||||||||||||
TABLE 2
Organon & Co.
Sales by top products
(Unaudited, $ in millions)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| ($ in millions) | U.S. | Int’l | Total | U.S. | Int’l | Total | U.S. | Int’l | Total | U.S. | Int’l | Total | |||||||||||||||||||||||||
| Women’s Health | |||||||||||||||||||||||||||||||||||||
| Nexplanon/Implanon NXT | $ | 125 | $ | 86 | $ | 211 | $ | 175 | $ | 83 | $ | 258 | $ | 610 | $ | 311 | $ | 921 | $ | 672 | $ | 291 | $ | 963 | |||||||||||||
| Follistim AQ | 23 | 35 | 58 | 26 | 39 | 65 | 112 | 152 | 264 | 84 | 152 | 237 | |||||||||||||||||||||||||
| NuvaRing | (2 | ) | 18 | 15 | 6 | 18 | 24 | 19 | 72 | 91 | 39 | 75 | 115 | ||||||||||||||||||||||||
| Ganirelix Acetate Injection | 2 | 22 | 24 | 4 | 24 | 28 | 12 | 89 | 101 | 20 | 89 | 109 | |||||||||||||||||||||||||
| Marvelon/Mercilon | — | 24 | 24 | — | 31 | 31 | — | 127 | 127 | — | 134 | 134 | |||||||||||||||||||||||||
| Jada | 20 | — | 20 | 18 | — | 18 | 73 | 1 | 74 | 60 | 1 | 61 | |||||||||||||||||||||||||
| Other Women’s Health (1) | 17 | 29 | 46 | 15 | 27 | 42 | 65 | 109 | 174 | 56 | 104 | 158 | |||||||||||||||||||||||||
| General Medicines | |||||||||||||||||||||||||||||||||||||
| Biosimilars | |||||||||||||||||||||||||||||||||||||
| Renflexis | 42 | 19 | 61 | 52 | 13 | 65 | 183 | 69 | 251 | 219 | 55 | 274 | |||||||||||||||||||||||||
| Hadlima | 50 | 18 | 68 | 33 | 11 | 44 | 166 | 62 | 228 | 104 | 38 | 142 | |||||||||||||||||||||||||
| Ontruzant | 3 | 15 | 19 | 6 | 28 | 34 | 15 | 84 | 99 | 29 | 112 | 141 | |||||||||||||||||||||||||
| Brenzys | — | 21 | 21 | — | 15 | 15 | — | 80 | 80 | — | 77 | 77 | |||||||||||||||||||||||||
| Other Biosimilars (1) | 8 | 3 | 12 | — | 6 | 6 | 17 | 16 | 33 | — | 28 | 28 | |||||||||||||||||||||||||
| Established Brands | |||||||||||||||||||||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||||||||||||||||
| Atozet | — | 67 | 67 | — | 76 | 76 | — | 324 | 324 | — | 473 | 473 | |||||||||||||||||||||||||
| Zetia | 1 | 89 | 91 | 2 | 75 | 77 | 5 | 337 | 342 | 7 | 310 | 317 | |||||||||||||||||||||||||
| Cozaar/Hyzaar | 2 | 51 | 53 | 2 | 55 | 57 | 8 | 211 | 219 | 9 | 234 | 243 | |||||||||||||||||||||||||
| Vytorin | 1 | 24 | 25 | 2 | 24 | 26 | 4 | 96 | 100 | 6 | 102 | 108 | |||||||||||||||||||||||||
| Rosuzet | — | 7 | 7 | — | 13 | 13 | — | 24 | 24 | — | 49 | 49 | |||||||||||||||||||||||||
| Other Cardiovascular (1) | 2 | 28 | 28 | — | 34 | 34 | 3 | 124 | 126 | 2 | 130 | 133 | |||||||||||||||||||||||||
| Respiratory | |||||||||||||||||||||||||||||||||||||
| Singulair | 2 | 57 | 59 | 2 | 82 | 84 | 8 | 244 | 252 | 9 | 350 | 359 | |||||||||||||||||||||||||
| Nasonex | — | 64 | 64 | — | 76 | 76 | — | 261 | 262 | — | 276 | 276 | |||||||||||||||||||||||||
| Dulera | 24 | 11 | 35 | 42 | 11 | 52 | 113 | 39 | 153 | 162 | 42 | 203 | |||||||||||||||||||||||||
| Clarinex | 1 | 29 | 30 | — | 27 | 28 | 2 | 121 | 123 | 3 | 125 | 127 | |||||||||||||||||||||||||
| Other Respiratory (1) | 11 | 3 | 13 | 13 | 4 | 17 | 42 | 12 | 52 | 38 | 13 | 53 | |||||||||||||||||||||||||
| Non-Opioid Pain, Bone and Dermatology | |||||||||||||||||||||||||||||||||||||
| Arcoxia | — | 70 | 70 | — | 58 | 58 | — | 265 | 265 | — | 270 | 270 | |||||||||||||||||||||||||
| Fosamax | — | 35 | 36 | — | 38 | 38 | 2 | 141 | 143 | 3 | 147 | 151 | |||||||||||||||||||||||||
| Diprospan | — | 38 | 38 | — | 36 | 36 | — | 150 | 150 | — | 139 | 139 | |||||||||||||||||||||||||
| Vtama | 31 | 8 | 39 | 10 | 1 | 12 | 111 | 17 | 128 | 10 | 1 | 12 | |||||||||||||||||||||||||
| Other Non-Opioid Pain, Bone and Dermatology (1) | 5 | 68 | 72 | 3 | 69 | 71 | 16 | 285 | 301 | 19 | 279 | 295 | |||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||
| Propecia | 2 | 27 | 28 | 1 | 31 | 32 | 6 | 112 | 118 | 6 | 105 | 111 | |||||||||||||||||||||||||
| Emgality | — | 50 | 50 | — | 38 | 38 | — | 174 | 174 | — | 107 | 107 | |||||||||||||||||||||||||
| Proscar | — | 24 | 24 | — | 22 | 22 | 1 | 96 | 97 | 1 | 94 | 95 | |||||||||||||||||||||||||
| Other (1) | 2 | 82 | 84 | 3 | 83 | 87 | 10 | 327 | 338 | 14 | 314 | 328 | |||||||||||||||||||||||||
| Other (2) | — | 13 | 15 | 1 | 28 | 28 | 1 | 80 | 82 | — | 115 | 115 | |||||||||||||||||||||||||
| Revenues | $ | 372 | $ | 1,135 | $ | 1,507 | $ | 416 | $ | 1,176 | $ | 1,592 | $ | 1,604 | $ | 4,612 | $ | 6,216 | $ | 1,572 | $ | 4,831 | $ | 6,403 | |||||||||||||
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.
(1) Includes sales of products not listed separately.
(2) Other includes manufacturing sales to third parties.
TABLE 3
Organon & Co.
Sales by geographic area
(Unaudited, $ in millions)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Europe and Canada | $ | 405 | $ | 420 | $ | 1,618 | $ | 1,763 | ||||||||
| United States | 372 | 416 | 1,604 | 1,572 | ||||||||||||
| Asia Pacific and Japan | 248 | 244 | 1,000 | 1,050 | ||||||||||||
| China | 202 | 213 | 829 | 847 | ||||||||||||
| Latin America, Middle East, Russia, and Africa | 262 | 266 | 1,072 | 1,034 | ||||||||||||
| Other (1) | 18 | 33 | 93 | 137 | ||||||||||||
| Revenues | $ | 1,507 | $ | 1,592 | $ | 6,216 | $ | 6,403 | ||||||||
(1) Other includes manufacturing sales to third parties.
| Organon & Co. | ||||||||||||||||
| Reconciliation of GAAP Reported to Non-GAAP Adjusted Metrics | ||||||||||||||||
| (Unaudited, $ in millions) | ||||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Gross Profit | $ | 741 | $ | 896 | $ | 3,313 | $ | 3,715 | ||||||||
| Adjusted for: | ||||||||||||||||
| Spin-related costs (1) | — | — | — | 6 | ||||||||||||
| Manufacturing network costs (2) | 41 | 15 | 142 | 54 | ||||||||||||
| Stock-based compensation | 2 | 4 | 14 | 17 | ||||||||||||
| Amortization | 50 | 43 | 205 | 145 | ||||||||||||
| Acquisition-related costs (3) | 18 | 7 | 49 | 7 | ||||||||||||
| Other | 2 | — | 14 | — | ||||||||||||
| Adjusted Non-GAAP Gross Profit | $ | 854 | $ | 965 | $ | 3,737 | $ | 3,944 | ||||||||
|
(1) Spin-related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to Table 5. (2) Manufacturing network related costs include costs from exiting manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ, US. For additional details refer to Table 5. (3) Acquisition-related costs relate to costs from the acquisition of Dermavant. For additional details refer to Table 5. |
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Gross Margin | 49.2 | % | 56.3 | % | 53.3 | % | 58.0 | % | ||||||||
| Total impact of Non-GAAP adjustments | 7.5 | % | 4.3 | % | 6.8 | % | 3.6 | % | ||||||||
| Adjusted Non-GAAP Gross Margin | 56.7 | % | 60.6 | % | 60.1 | % | 61.6 | % | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Selling, general and administrative expenses | $ | 433 | $ | 470 | $ | 1,721 | $ | 1,760 | ||||||||
| Adjusted for: | ||||||||||||||||
| Spin-related costs (1) | — | (9 | ) | — | (88 | ) | ||||||||||
| Stock-based compensation | (3 | ) | (17 | ) | (49 | ) | (70 | ) | ||||||||
| Acquisition-related costs (2) | — | (24 | ) | — | (28 | ) | ||||||||||
| Restructuring related charges | — | — | (10 | ) | — | |||||||||||
| Other | (5 | ) | (3 | ) | (39 | ) | (3 | ) | ||||||||
| Adjusted Non-GAAP Selling, general and administrative expenses | $ | 425 | $ | 417 | $ | 1,623 | $ | 1,571 | ||||||||
| (1) Spin-related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to Table 5. |
| (2) Acquisition-related costs relate to costs from the acquisition of Dermavant. For additional details refer to Table 5. |
TABLE 4
| Organon & Co. | ||||||||||||||||
| Reconciliation of GAAP Reported to Non-GAAP Adjusted Metrics (Continued) | ||||||||||||||||
| (Unaudited, $ in millions except per share amounts) | ||||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Research and development expenses | $ | 91 | $ | 130 | $ | 366 | $ | 469 | ||||||||
| Adjusted for: | ||||||||||||||||
| Spin-related costs (1) | — | (6 | ) | — | (11 | ) | ||||||||||
| Manufacturing network costs (2) | (3 | ) | — | (11 | ) | — | ||||||||||
| Stock-based compensation | (2 | ) | (5 | ) | (14 | ) | (18 | ) | ||||||||
| Other | (2 | ) | — | (5 | ) | — | ||||||||||
| Adjusted Non-GAAP Research and development expenses | $ | 84 | $ | 119 | $ | 336 | $ | 440 | ||||||||
(1) Spin-related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to Table 5.
(2) Manufacturing network related costs include costs from exiting manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ, US. For additional details refer to Table 5.
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Reported Net (Loss) Income | $ | (205 | ) | $ | 109 | $ | 187 | $ | 864 | |||||||
| Adjusted for: | ||||||||||||||||
| Cost of sales adjustments | 113 | 69 | 424 | 229 | ||||||||||||
| Selling, general and administrative adjustments | 8 | 53 | 98 | 189 | ||||||||||||
| Research and development adjustments | 7 | 11 | 30 | 29 | ||||||||||||
| Goodwill impairment | 301 | — | 301 | — | ||||||||||||
| Restructuring | 7 | 8 | 95 | 31 | ||||||||||||
| Change in fair value of contingent consideration | (41 | ) | 11 | (50 | ) | 11 | ||||||||||
| Other (gain) expense, net | (24 | ) | 2 | (61 | ) | 16 | ||||||||||
| Tax impact on adjustments above(1) | (1 | ) | (28 | ) | (70 | ) | (304 | ) | ||||||||
| Non-GAAP Adjusted Net Income | $ | 165 | $ | 235 | $ | 954 | $ | 1,065 | ||||||||
(1) For the three months ended December 31, 2025 and 2024, the GAAP income tax rates were (38.9)% and 15.3%, respectively, and the non-GAAP income tax rates were 26.3% and 17.1%, respectively. For the year ended December 31, 2025 and 2024, the GAAP income tax rates were 56.0% and (7.1)%, respectively, and the non-GAAP income tax rates were 24.4% and 18.8%, respectively. These adjustments represent the estimated tax impacts on the reconciling items by applying the statutory rate and applicable law of the originating territory of the non-GAAP adjustments.
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Diluted (Loss) Earnings per Share | $ | (0.79 | ) | $ | 0.42 | $ | 0.72 | $ | 3.33 | |||||||
| Total impact of Non-GAAP adjustments | 1.42 | 0.48 | 2.94 | 0.78 | ||||||||||||
| Non-GAAP Adjusted Diluted Earnings per Share | $ | 0.63 | $ | 0.90 | $ | 3.66 | $ | 4.11 | ||||||||
TABLE 5
Organon & Co.
Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted EBITDA
(Unaudited, $ in millions)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| GAAP Reported Net (Loss) Income | $ | (205 | ) | $ | 109 | $ | 187 | $ | 864 | |||||||
| Depreciation (1) | 39 | 33 | 141 | 126 | ||||||||||||
| Amortization | 50 | 43 | 205 | 145 | ||||||||||||
| Interest expense | 121 | 132 | 504 | 520 | ||||||||||||
| Income tax expense (benefit) | 57 | 20 | 238 | (57 | ) | |||||||||||
| EBITDA (Non-GAAP) | $ | 62 | $ | 337 | $ | 1,275 | $ | 1,598 | ||||||||
| Restructuring and related charges | 7 | 8 | 105 | 31 | ||||||||||||
| Spin-related costs (2) | — | 17 | — | 121 | ||||||||||||
| Manufacturing network related (3) | 45 | 15 | 163 | 54 | ||||||||||||
| Acquisition-related costs (4) | 18 | 31 | 49 | 35 | ||||||||||||
| Change in contingent consideration | (41 | ) | 11 | (50 | ) | 11 | ||||||||||
| Goodwill impairment | 301 | — | 301 | — | ||||||||||||
| Other costs (5) | (16 | ) | 3 | (13 | ) | 3 | ||||||||||
| Stock-based compensation | 7 | 26 | 77 | 105 | ||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 383 | $ | 448 | $ | 1,907 | $ | 1,958 | ||||||||
| Adjusted EBITDA margin (Non-GAAP) | 25.4 | % | 28.1 | % | 30.7 | % | 30.6 | % | ||||||||
| (1) Excludes accelerated depreciation included in one-time costs. | |||||||
| (2) Spin-related costs reflect certain costs incurred in connection with activities taken to separate Organon from Merck & Co., Inc., Rahway, NJ, US. These costs include, but are not limited to, $6 million and $53 million for the three months and year ended December 31, 2024, respectively, for information technology infrastructure, primarily related to the implementation of a stand-alone enterprise resource planning system and redundant software licensing costs, as well as $20 million for the year ended December 31, 2024, associated with temporary transition service agreements with Merck & Co., Inc., Rahway, NJ, US. | |||||||
| (3) Manufacturing network related costs, including exiting of temporary manufacturing and supply agreements with Merck & Co., Inc., Rahway, NJ, US, reflect accelerated depreciation, exit premiums, technology transfer costs, stability and qualification batch costs, and third-party contractor costs. | |||||||
| (4) Acquisition related costs for the three months and year ended December 31, 2025, reflect the amortization pertaining to the fair value inventory purchase accounting adjustment for the Dermavant transaction. Acquisition-related costs for the three months and year ended December 31, 2024 reflect $8 million and $12 million, respectively, of transaction related costs, $10 million of Dermavant transaction bonuses and separation charges and $7 million and $12 million, respectively, of amortization pertaining to the fair value inventory purchase accounting adjustment. | |||||||
| (5) Other costs for the three months and year ended December 31, 2025 include $27 million and $69 million, respectively, pre-tax gain related to the repurchase and cancellation of approximately $177 million and $419 million, respectively, of the company’s 5.125% notes due in 2031 and the repayment and termination of the funding agreement with NovaQuest Co-Investment Fund VIII, L.P. and legal settlement reserves. | |||||||
| As the costs described in (1) through (5) above are directly related to the separation of Organon and acquisition related activities and therefore arise from a one-time event outside of the ordinary course of the company’s operations, the adjustment of these items provides meaningful, supplemental, information that the company believes will enhance an investor's understanding of the company's ongoing operating performance. | |||||||
Exhibit 99.2
Fourth Quarter and Full Year 2025 Earnings Organon
Disclaimer statement Cautionary Note Regarding Non - GAAP Financial Measures This presentation contains “non - GAAP financial measures,” which are financial measures that either exclude or include amounts t hat are correspondingly not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, th e c ompany makes use of the non - GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross margin, Adjusted gross profit, Adjusted net income, and Adjusted diluted EPS, which ar e n ot recognized terms under GAAP and are presented only as a supplement to the company’s GAAP financial statements. This presentation also provides certain measures that exclude the impact of foreign exc hange. We calculate foreign exchange by converting our current - period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current - per iod results. The company believes that these non - GAAP financial measures help to enhance an understanding of the company’s financial performance. However, the presentation of these measures has limitatio ns as an analytical tool and should not be considered in isolation, or as a substitute for the company’s results as reported under GAAP. Because not all companies use identical calculations, the presentations of the se non - GAAP measures may not be comparable to other similarly titled measures of other companies. Please refer to Slides 19 - 21 of this presentation for additional information, including relevant definitions and reconciliations of non - GAAP financial measu res contained herein to the most directly comparable GAAP measures. In addition, the company’s full - year 2026 guidance measures (other than revenue) are provided on a non - GAAP basis because the co mpany is unable to reasonably predict certain items contained in the GAAP measures. Such items include, but are not limited to, acquisition - related expenses, restructuring and related expenses, stock - ba sed compensation, the ultimate outcome of legal proceedings, unusual gains and losses, the occurrence of matters creating GAAP tax impacts and other items not reflective of the company's ongoing operation s. The company’s management uses the non - GAAP financial measures described above to evaluate the company’s performance and to guide operational and financial decision making. Further, the company’s management believes that these non - GAAP financial measures, which exclude certain items, help to enhance its ability to meaningf ully communicate its underlying business performance, financial condition and results of operations. 2 See Slides 19 - 21 of this presentation for a reconciliation of non - GAAP measures.
Disclaimer statement, cont. Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectations about the Audit Committee’s review described above, Organon’s full - year 2026 guidance estimates and predictions regarding other financial information and metrics, as well as expectations regarding Organon’s franchise and product performance and strategy expectations for future p eri ods. Forward - looking statements may be identified by words such as “guidance,” “potential,” “should,” “will,” “continue,” “expects,” “believes,” “future,” “estimates,” “opportunity,” “likely,” “pursue,” “ dri ve,” “intend,” “anticipate,” “be able to , ” or words of similar meaning. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. If u nde rlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward - looking statements. Risks and uncertainties include, but are not limited to, the timing and completion of the Audit Committee’s review and result th ereof; pricing pressures globally, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to or affecting Medicare, Medicaid and healthcare reform, ph arm aceutical pricing and reimbursement, access to our products, international reference pricing, including most - favored - nation drug pricing, and other pricing related initiatives and policy efforts; changes in govern ment laws and regulations in the United States and other jurisdictions, including laws and regulations governing the research, development, approval, clearance, manufacturing, supply, distribution, and/or marketing o f o ur products and related intellectual property, environmental regulations, and the enforcement thereof affecting the company’s business; the impact of tariffs and other trade restrictions or domestic sourcing re quirements; changes in tax laws including changes related to the taxation of foreign earnings; economic factors over which we have no control, including changes in inflation, interest rates, recessionary pressu res , and foreign currency exchange rates; the company’s inability to remediate the material weaknesses in its internal control over financial reporting; the company’s use of artificial intelligence technologies; the c omp any’s ability to execute on its capital allocation priorities and to deleverage its business; the impact of our substantial levels of indebtedness; expanded brand and class competition in the markets in which the company op era tes; difficulties with performance of third parties the company relies on for its business growth; the failure of any supplier to provide substances, materials, or services as agreed, or otherwise meet their obligati ons to the company; the increased cost of supply, manufacturing, packaging, and operations; difficulties developing and sustaining relationships with commercial counterparties; competition from generic products as the co mpany’s products lose patent protection; any failure by the company to retain market exclusivity for Nexplanon® (etonogestrel implant) or to obtain an additional period of exclusivity in the United States for Nexplanon® subsequent to the expiration of the rod patents in 2027; the continued impact of the September 2024 loss of exclusivity for Atozet (ezetimibe and atorvastatin); the success of the company’s efforts to adopt its business and sales strategies to address the ch anging market and regulatory landscape in order to achieve its business objectives and remain competitive; restructuring or other disruptions at the FDA, the U.S. Secu rit ies and Exchange Commission (the “SEC”) and other U.S. and comparable foreign government agencies; cyberattacks on, or other failures, accidents, or security breaches of, the company’s or third - party provid ers’ information technology systems, which could disrupt the company’s operations and those of third parties upon which it relies; increased focus on privacy issues in countries around the world, including the U nit ed States, the European Union, and China, and a more difficult legislative and regulatory landscape for privacy and data protection that continues to evolve with the potential to directly affect the company’s busine ss; difficulties and uncertainties inherent in the implementation of the company’s business development strategy or failure to recognize the benefits of strategic transactions; the impact of higher selling and promoti ona l costs; efficacy, safety or other quality concerns with respect to the company’s marketed products, whether or not scientifically justified, leading to product recalls, withdrawals, labeling changes or declining sal es; delays or failures to demonstrate adequate efficacy and safety of the company’s product candidates in pre - clinical and clinical trials, which may prevent or delay the development, approval, clearance, or commercializ ation of the company’s product candidates; future actions of third - parties, including significant changes in customer relationships or changes in the behavior and spending patterns of purchasers of healthcare pr odu cts and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and forgoing healthcare insurance coverage; legal factors, including pro duct liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental claims and patent disputes with branded and generic competitors, any of which could preclude commerci ali zation of products or negatively affect the profitability of existing products; lost market opportunity resulting from delays and uncertainties in clinical trials and the approval or clearance process of the FDA and o the r regulatory authorities; the failure by the company or its third party collaborators and/or their suppliers to fulfill their or their regulatory or quality obligations, which could lead to a delay in regulatory approval or com mercial marketing of the company’s products; the impact of any future pandemic, epidemic, or similar public health threat on the company’s business, operations and financial performance; the company’s ability to hire a nd retain a permanent CEO, other members of the company’s senior management, or other key employees; changes in accounting pronouncements promulgated by standard - setting or regulatory bodies, including the Financia l Accounting Standards Board and the SEC, that are adverse to the company; volatility of commodity prices, fuel, and shipping rates that impact the costs and/or ability to supply the company’s product s; and uncertainties surrounding matters relating to the Audit Committee investigation and any related investigations, inquiries, claims, proceedings or actions. The company undertakes no obligation to publicly update any forward - looking statement, whether as a result of new information, f uture events or otherwise. Additional factors that could cause results to differ materially from those described in the forward - looking statements can be found in the company’s filings with the SEC, including the company ’s most recent Annual Report on Form 10 - K (as amended), Quarterly Reports on Form 10 - Q (as amended), Current Reports on Form 8 - K, and other SEC filings, available at the SEC’s Internet site (www.sec.gov). 3
Operational highlights 4 • Full year 2025 results ◦ Revenue of $6.2 billion ◦ Diluted EPS of $0.72; Adj. Diluted EPS of $3.66 ◦ Adjusted EBITDA of $1.9 billion, representing 30.7% Adjusted EBITDA margin • Expect to deliver full year 2026 results in - line with 2025 ◦ Approximately $6.2 billion in revenue ◦ Approximately $1.9 billion of Adjusted EBITDA See Slides 19 - 21 of this presentation for a reconciliation of non - GAAP measures.
Women’s Health Ex - FX VPY Act VPY FY 2024 FY 2025 Ex - FX VPY Act VPY Q4 - 24 Q4 - 25 Revenues $ mil (4)% (4)% 963 921 (20)% (18)% 258 211 Nexplanon ® (contraception) (5)% (5)% 134 127 (21)% (21)% 31 24 Marvelon / Mercilon (contraception) (23)% (21)% 115 91 (43)% (37)% 24 15 NuvaRing ® (contraception) 11% 11% 237 264 (12)% (11)% 65 58 Follistim AQ ® (fertility) (9)% (8)% 109 101 (15)% (12)% 28 24 Ganirelix Acetate Injection (fertility) 22% 22% 61 74 13% 14% 18 20 Jada ® (device) 8% 9% 158 174 5% 9% 42 46 Other Women's Health products (2)% (1)% 1,777 1,752 (16)% (15)% 466 398 Total Women's Health • For 2026, expect Nexplanon growth ex - U.S. to offset headwinds in U.S. • Divestiture of Jada ® completed in January 2026 Totals may not foot due to rounding . Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies . 5
General Medicines: Biosimilars General Medicines: Biosimilars Ex - FX VPY Act VPY FY 2024 FY 2025 Ex - FX VPY Act VPY Q4 - 24 Q4 - 25 Revenues $ mil (8)% (8)% 274 251 (5)% (5)% 65 61 Renflexis ® 61% 60% 142 228 56% 56% 44 68 Hadlima ® (30)% (30)% 141 99 (45)% (45)% 34 19 Ontruzant ® 6% 4% 77 80 42% 42% 15 21 Brenzys TM 16% 17% 28 33 88% 91% 6 12 Other Biosimilars (1) 5% 4% 662 691 11% 11% 163 181 Total Biosimilars 6 • Growth driven by Hadlima and launch of Tofidence and Bildyos / Bilprevda in the U.S. ( 1 ) “Other Biosimilars” includes sales of Aybintio TM , Tofidence® (tocilizumab - bavi), and Bildyos® (denosumab - nxxp) / Bilprevda® (denosumab - nxxp), biosimilars to Prolia (denosumab) and Xgeva (denosumab) . Prolia and Xgeva are trademarks registered in the U . S . in the name of Amgen Inc . , and Organon has no affiliation with this trademark owner . Totals may not foot due to rounding . Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies .
General Medicines: Established Brands General Medicines: Established Brands Ex - FX VPY Act VPY FY 2024 FY 2025 Ex - FX VPY Act VPY Q4 - 24 Q4 - 25 Revenues $ mil (15)% (14)% 1,323 1,135 (6)% (4)% 283 271 Cardiovascular 12% 14% 867 987 14% 18% 215 255 Non - Opioid Pain, Bone & Derm (18)% (17)% 1,018 842 (23)% (22)% 257 201 Respiratory 12% 13% 641 726 — % 4% 179 186 Other Established Brands (1) (5)% (4)% 3,849 3,691 (5)% (2)% 935 913 Total Est. Brands 7 • Growth in Emgality , Vtama partially offset LOE of Atozet and headwinds in respiratory portfolio (1) “Other” includes sales of Emgality ® (galcanezumab - gnlm) in those countries in which Organon has the rights to distribute and promote the product. Emgality is a trademark of Eli Lilly and Company (used under license) . LOE = Loss of Exclusivity Totals may not foot due to rounding . Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies .
(5)% as reported (8)% at constant currency $ mil 8 (1) LOE = Loss of Exclusivity (2) VBP = Volume Based Procurement (3) “Other” includes manufacturing sales to third parties. (1) (2) ~ ~ ~ ~ One - time gross - to - net adjustments exacerbated Q4 pricing headwind ~ ~30 million related to one - time gross - to - net adjustments ~ (80) (3)
(3)% as reported (3)% at constant currency $ mil 9 (1) LOE = Loss of Exclusivity (2) VBP = Volume Based Procurement (3) “Other” includes manufacturing sales to third parties. Emgality is a trademark of Eli Lilly and Company (used under license) . (3) (1) (2) ~ ~ ~ ~ ~ Volume in Vtama , Emgality and Hadlima , offset by price and LOE headwinds ~
Full year 2025: Op - ex cost containment offset gross margin pressure Actual VPY FY 2024 FY 2025 Actual VPY Q4 - 24 Q4 - 25 All numbers presented on non - GAAP basis except revenue and IPR&D (1) (3)% 6,403 6,216 (5)% 1,592 1,507 Revenue 1% 2,459 2,479 4% 627 653 Cost of sales (5)% 3,944 3,737 (12)% 965 854 Adjusted Gross profit 3% 1,571 1,623 2% 417 425 Selling, general and administrative (24)% 440 336 (29)% 119 84 R&D (93)% 81 6 NM — — Acquired IPR&D and milestones (34)% 521 342 (29)% 119 84 Total research and development including IPR&D and milestones (6)% 2,092 1,965 (5)% 536 509 Total operating expense (3)% 1,958 1,907 (15)% 448 383 Adjusted EBITDA (11)% 4.11 3.66 (30)% 0.90 0.63 Adjusted diluted EPS 61.6% 60.1% 60.6% 56.7% Adjusted Gross margin 30.6% 30.7% 28.1% 25.4% Adjusted EBITDA margin (1) See Slides 19 - 21 of this presentation for a reconciliation of non - GAAP measures to their respective GAAP measures. Cost of sales excludes amorti zation. 10
11 Full Year 2024 Full Year 2025 (USD millions) $ 1,958 $ 1,907 Adjusted EBITDA (486) (463) Less: Net cash interest expense (293) (292) Less: Cash taxes (89) (30) Less: Change in net working capital (123) (162) Less: CapEx $967 $960 Free Cash Flow Before One - Time Costs (160) — Less: One - time spin - related costs (147) (273) Less: MSA exits, restructuring (1) (43) (28) Less: legal settlement, other one - time costs (1) $617 $659 Free Cash Flow (2) Continued solid free cash flow generation (1) 2025 includes cash payments associated with restructuring initiatives ($111M), planned exits from supply agreements with Mer ck & Co., Inc., Rahway, NJ. ($162M), and the final payment on the Microspherix settlement ($20M) and other one - time costs ($8M). 2024 included cash payments associated with restructuring ($87M), planned exit s from supply agreements with Merck & Co., Inc., Rahway, NJ. ($60M), one - time acquisition costs ($18M), and the second payment on the Microspherix settlement ($25M). (2) Free cash flow represents net cash flows provided by operating activities plus capital expenditures and the effect of exc han ge rate changes on cash and cash equivalents. Year - over - year improvement driven by: • Lower interest rates, lower debt balance • Active working capital management / Impact of FX 2024 marked conclusion of spin - related costs
12 Net leverage ratio ~4.3x at December 31, 2025 (1) Debt figures are net of discounts and unamortized fees of, $97 million and $81 million as of December 31, 2024 and December 31, 2025, respectively. (2) Principal pay - down includes repurchase and cancellation of $419 million of Organon’s 5.125% notes due in 2031 prior to matur ity, the payment and termination of a legacy funding agreement of Dermavant Sciences Ltd., and normal quarterly term loan payments. (3) “All Other” includes the change in FMV value of revenue interest purchase and sale agreement Organon assumed from Dermava nt. ~ ~ ~ ~ (2) (3)
FY 2026 revenue drivers $ mil 13 ( 1) LOE = Loss of Exclusivity (2) VBP = Value Based Procurement (3) “Other” includes manufacturing sales to third parties. (1) (2) (3) ~( 1.5%) at constant currency, ~flat as reported ~ ~ ~ ~ ~ ~ ~
Full year 2026 guidance 14 FY 2026 Guidance 2025 Full Year Actuals Provided on a non - GAAP basis, except revenue ~$6.2B $6.216B Revenue ~flat (3)% Nominal revenue growth ~75M ~$35M FX translation impact ~(1.5%) (3%) Ex - FX revenue growth ~75 - 100 bps lower than 2025 60.1% Adjusted gross margin Mid 20% range 26.1% SG&A Mid - single digit range 5.5% R&D N/A $6M IPR&D* ~$1.9B $1.91B Adjusted EBITDA (non - GAAP) ~$500M $504M Interest ~$140M $141M Depreciation 27.5% - 29.5% 24.4% Effective non - GAAP tax rate ~265M 261M Fully diluted weighted average shares outstanding * The company does not forecast a forward - looking view of IPR&D and milestone expense.
Q&A
Appendix
Ex - FX VPY Actual VPY FY 2024 FY 2025 Ex - FX VPY Actual VPY Q4 2024 Q4 2025 $ millions (2)% (1)% 1,777 1,752 (16)% (15)% 466 398 Women’s Health 5% 4% 662 691 11% 11% 163 181 General Medicines: Biosimilars (1) (5)% (4)% 3,849 3,691 (5)% (2)% 935 913 General Medicines: Established Brands (1) (28)% (28)% 115 82 (49)% (48)% 28 15 Other (2) (3)% (3)% 6,403 6,216 (8)% (5)% 1,592 1,507 Total Revenues Totals may not foot due to rounding and percentages are computed using unrounded amounts. (1) As part of recent restructuring initiatives, the company’s Biosimilars business and Established Brands business have been co mbined into what will be known as the “General Medicines” franchise going forward. The company will continue to separately report performance of the Biosimilars and Established Brands business. (2) “Other” includes manufacturing sales to third parties. 17 Franchise performance
Ex - FX VPY Actual VPY FY YTD FY 2025 Ex - FX VPY Actual VPY Q4 - 24 Q4 - 25 $ mil (10)% (8)% 1,763 1,618 (9)% (3)% 420 405 Europe and Canada 2% 2% 1,572 1,604 (11)% (11)% 416 372 United States 4% 4% 1,034 1,072 (7)% (2)% 266 262 Latin America, Middle East, Russia and Africa (4)% (5)% 1,050 1,000 3% 1% 244 248 Asia Pacific and Japan (2)% (2)% 847 829 (6)% (6)% 213 202 China (32)% (32)% 137 93 (44)% (42)% 33 18 Other (1) (3)% (3)% 6,403 6,216 (8)% (5)% 1,592 1,507 Total Revenues Totals may not foot due to rounding, and percentages are computed using unrounded amounts. (1) “Other” includes manufacturing sales to third parties. Geographic revenue performance 18
Reconciliation of GAAP Reported to Non - GAAP Adjusted Metrics ($ in millions) FY 2024 FY 2025 Q4 2024 Q4 2025 $ 3,715 $ 3,313 $ 896 $ 741 GAAP Gross Profit Adjusted for: 6 — — — Spin - related costs (1) 54 142 15 41 Manufacturing network costs (2) 17 14 4 2 Stock - based compensation 145 205 43 50 Amortization 7 49 7 18 Acquisition - related costs (3) — 14 — 2 Other $ 3,944 $ 3,737 $ 965 $ 854 Adjusted Non - GAAP Gross Profit (1) Spin - related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to t he EBITDA reconciliation on page 21 . (2) Manufacturing network related costs include costs from exiting manufacturing and supply agreements with Merck & Co., Inc. , R ahway NJ, US. For additional details refer to the EBITDA reconciliation on page 21 . (3) Acquisition - related costs relate to costs from the acquisition of Dermavant. For additional details refer to the EBITDA reco nciliation on page 21 . FY 2024 FY 2025 Q4 2024 Q4 2025 58.0 % 53.3 % 56.3 % 49.2 % GAAP Gross Margin 3.6 % 6.8 % 4.3 % 7.5 % Total impact of Non - GAAP adjustments 61.6 % 60.1 % 60.6 % 56.7 % Adjusted Non - GAAP Gross Margin FY 2024 FY 2025 Q4 2024 Q4 2025 $ 1,760 $ 1,721 $ 470 $ 433 GAAP Selling, general and administrative expenses Adjusted for: (88) — (9) — Spin - related costs (1) (70) (49) (17) (3) Stock - based compensation (28) — (24) — Acquisition - related costs (2) — (10) — — Restructuring related charges (3) (39) (3) (5) Other $ 1,571 $ 1,623 $ 417 $ 425 Adjusted Non - GAAP Selling, general and administrative expenses (1) Spin - related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to t he EBITDA reconciliation on page 21 . (2) Acquisition - related costs relate to costs from the acquisition of Dermavant . For additional details refer to the EBITDA reconciliation on page 21 . 19
Reconciliation of GAAP Reported to Non - GAAP Adjusted Metrics ($ in millions, except per share amounts) FY 2024 FY 2025 Q4 2024 Q4 2025 $ 469 $ 366 $ 130 $ 91 GAAP Research and development expenses Adjusted for: (11) — (6) — Spin - related costs (1) — (11) — (3) Manufacturing network costs (2) (18) (14) (5) (2) Stock - based compensation — (5) — (2) Other $ 440 $ 336 $ 119 $ 84 Adjusted Non - GAAP Research and development expenses (1) Spin - related costs include costs from the separation of Merck & Co., Inc., Rahway, NJ, US. For additional details refer to t he EBITDA reconciliation on page 21 . (2) Manufacturing network related costs include costs from exiting manufacturing and supply agreements with Merck & Co., Inc. , R ahway NJ, US. For additional details refer to the EBITDA reconciliation on page 21 . FY 2024 FY 2025 Q4 2024 Q4 2025 $ 864 $ 187 $ 109 $ (205) GAAP Reported Net (Loss) Income Adjusted for: 229 424 69 113 Cost of sales adjustments 189 98 53 8 Selling, general and administrative adjustments 29 30 11 7 Research and development adjustments — 301 — 301 Goodwill impairment 31 95 8 7 Restructuring 11 (50) 11 (41) Change in contingent consideration 16 (61) 2 (24) Other (gain) expense, net (304) (70) (28) (1) Tax impact on adjustments above (1) $ 1,065 $ 954 $ 235 $ 165 Non - GAAP Adjusted Net Income (1) For the three months ended December 31, 2025 and 2024, the GAAP income tax rates were (38.9)% and 15.3%, respectively, and t he non - GAAP income tax rates were 26.3% and 17.1%, respectively. For the year ended December 31, 2025 and 2024, the GAAP income tax rates were 56.0% and (7.1)%, respectivel y, and the non - GAAP income tax rates were 24.4% and 18.8%, respectively. These adjustments represent the estimated tax impacts on the reconciling items by applying the st atutory rate and applicable law of the originating territory of the non - GAAP adjustments. FY 2024 FY 2025 Q4 2024 Q4 2025 $ 3.33 $ 0.72 $ 0.42 $ (0.79) GAAP Diluted (Loss) Earnings per Share 0.78 2.94 0.48 1.42 Total impact of Non - GAAP adjustments $ 4.11 $ 3.66 $ 0.90 $ 0.63 Non - GAAP Adjusted Diluted Earnings per Share 20
GAAP Net (Loss) Income to Adjusted EBITDA FY 2024 FY 2025 Q4 2024 Q4 2025 Unaudited, $ in millions $ 864 $ 187 $ 109 $ (205) GAAP Reported Net (Loss) Income 126 141 33 39 Depreciation (1) 145 205 43 50 Amortization 520 504 132 121 Interest expense (57) 238 20 57 Income tax expense (benefit) $ 1,598 $ 1,275 $ 337 $ 62 EBITDA (Non - GAAP) 31 105 8 7 Restructuring and related charges 121 — 17 — Spin - related costs (2) 54 163 15 45 Manufacturing network related (3) 35 49 31 18 Acquisition - related costs (4) 11 (50) 11 (41) Change in contingent consideration — 301 — 301 Goodwill impairment 3 (13) 3 (16) Other costs (5) 105 77 26 7 Stock - based compensation $ 1,958 $ 1,907 $ 448 $ 383 Adjusted EBITDA (Non - GAAP) 30.6 % 30.7 % 28.1 % 25.4 % Adjusted EBITDA margin (Non - GAAP) 21 (1) Excludes accelerated depreciation included in one - time costs. (2) Spin - related costs reflect certain costs incurred in connection with activities taken to separate Organon from Merck & Co., Inc., Rahway, NJ, US. These costs include, but are not limited to, $6 million and $53 million for the three months and year ended December 31, 2024, respectively, for information technology infrastructure, primarily rel ate d to the implementation of a stand - alone enterprise resource planning system and redundant software licensing costs, as well as $20 million for the year ended December 31, 2024, associated with temporary tr ans ition service agreements with Merck & Co., Inc., Rahway, NJ, US. (3) Manufacturing network related costs, including exiting of temporary manufacturing and supply agreements with Merck & Co., In c., Rahway, NJ, US, reflect accelerated depreciation, exit premiums, technology transfer costs, stability and qualification batch costs, and third - party contractor costs. (4) Acquisition related costs for the three months and year ended December 31, 2025, reflect the amortization pertaining to the fair value inventory purchase accounting adjustment for the Dermavant transaction. Acquisition - related costs for the three months and year ended December 31, 2024 reflect $8 million and $12 million, respectively , of transaction related costs, $10 million of Dermavant transaction bonuses and separation charges and $7 million and $12 million, respectively, of amortization pertaining to the fair value inventory purch ase accounting adjustment. (5) Other costs for the three months and year ended December 31, 2025 include $27 million and $69 million, respectively, pre - tax gain related to the repurchase and cancellation of approximately $177 million and $419 million, respectively, of the company’s 5.125% notes due in 2031 and the repayment and termination of the funding agreem ent with NovaQuest Co - Investment Fund VIII, L.P. and legal settlement reserves. As the costs described in (1) through (5) above are directly related to the separation of Organon and acquisition related act ivi ties and therefore arise from a one - time event outside of the ordinary course of the company’s operations, the adjustment of these items provides meaningful, supplemental, information that the company believes wil l enhance an investor's understanding of the company's ongoing operating performance.
Number of products 13 7 51 Women’s Health General Medicines: Biosimilars General Medicines: Established Brands Broad and diverse portfolio 22 Emgality is a trademark of Eli Lilly and Company (used under license) . TM TM
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