Organon (OGN) audit review finds no misconduct, plans timely 2025 10-K

Rhea-AI Filing Summary

Organon & Co. reported that its Audit Committee has completed an independent review into the timing of the company’s past biosimilar purchases from a supplier. With assistance from outside counsel, the review concluded that no action is required, found no evidence of improper conduct, and identified no matters requiring adjustments to previously issued financial statements or SEC disclosures. The company also stated that it intends to timely file its Form 10-K for the year ended December 31, 2025, while noting that these plans involve forward-looking statements subject to risks and uncertainties.

Insights

Equity research analyst

Internal review closes with no restatement or misconduct findings.

Organon & Co. disclosed that an Audit Committee review of prior biosimilar purchase timing is now complete. With outside counsel support, the committee concluded no action is required, and it did not recommend any changes to historic financial statements or SEC disclosures.

This outcome removes the specific accounting and conduct concern raised on February 11, 2026, without triggering a restatement. The company also said it intends to timely file its Form 10-K for the year ended December 31, 2025, though it highlighted typical forward-looking risks around completing reporting and audit processes.

For investors, the key point is that the review did not uncover improper conduct or financial misstatements related to the transactions in question, and existing filings remain intact. Subsequent company reports and the eventual Form 10-K filing will provide further detail on 2025 performance and any additional updates.

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 20, 2026

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. ¨

Item 8.01 Other Events. 

As previously disclosed on February 12, 2026, the Audit Committee of the Board of Directors of Organon & Co. (the “Company”) conducted an independent review of the information brought to the Audit Committee’s attention on February 11, 2026 relating to the timing of the Company’s purchases of biosimilars from a supplier in prior years. The Audit Committee has completed its independent review with the assistance of outside counsel. The review determined that no action is required.

The independent review did not find evidence of improper conduct related to the transactions in question and did not identify any matters requiring adjustments to the Company’s previously issued financial statements or disclosures in its filings with the Securities and Exchange Commission (the “SEC”). The Company intends to timely file its Form 10-K for the year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, this Current Report on Form 8-K 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, the timing of the filing of the Company’s Form 10-K. 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. Risks and uncertainties include, but are not limited to, the timing and completion of the Company’s reporting of its 2025 financial results; the timing and completion of the filing of the Company’s Form 10-K for the year ended December 31, 2025; the timing and completion of the Company’s financial reporting processes; and the timing of the review by the Company’s independent registered public accounting firm. 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 and subsequent SEC filings (including amendments thereto), available at the SEC’s Internet site (www.sec.gov).

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: February 20, 2026

FAQ

What did Organon (OGN) investigate regarding its biosimilar purchases?

Organon’s Audit Committee reviewed information received on February 11, 2026 about the timing of the company’s past biosimilar purchases from a supplier. With assistance from outside counsel, the committee examined those transactions and their impact on prior financial reporting and SEC disclosures.

What was the outcome of Organon’s Audit Committee review disclosed in this 8-K?

The Audit Committee concluded that no action is required following its independent review. It found no evidence of improper conduct related to the biosimilar purchase transactions and identified no issues requiring adjustments to previously issued financial statements or SEC filings.

Did Organon (OGN) need to restate any of its prior financial statements?

No, the independent review did not identify any matters requiring adjustments to Organon’s previously issued financial statements. The company also stated that the review did not reveal issues necessitating changes to disclosures already made in its SEC filings.

How does this filing affect Organon’s Form 10-K for 2025?

Organon stated that it intends to timely file its Form 10-K for the year ended December 31, 2025. The company noted this timing is a forward-looking statement and is subject to the usual risks and uncertainties related to financial reporting and audit completion.

Did the review find any improper conduct at Organon related to biosimilar purchases?

The independent review did not find evidence of improper conduct in connection with the biosimilar purchase transactions. The Audit Committee therefore determined that no action is required as a result of the information that had been brought to its attention in February 2026.

What risks and uncertainties does Organon highlight in connection with its reporting plans?

Organon notes that statements about the timing of reporting 2025 financial results and filing the 2025 Form 10-K are forward-looking. They are subject to risks and uncertainties, including completion of internal financial reporting processes and the review by its independent registered public accounting firm.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB