[8-K] Organon & Co. Reports Material Event

Rhea-AI Filing Summary

Organon & Co. (OGN) announced that director Grace Puma will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders. She has served on the Board since 2021 and is a member of the Board’s Talent Committee.

Ms. Puma will continue to serve as a director and in her committee role until the 2026 Annual Meeting. The company stated that her decision is not due to any disagreement with the company, its management, the Board, or any committee.

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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): November 3, 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. ¨

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

On November 3, 2025, Grace Puma informed Organon & Co. (the “Company”) that she will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Ms. Puma has served as a member of the Board of Directors (the “Board”) of the Company since 2021 and currently serves as a member of the Talent Committee of the Board. Ms. Puma will continue to serve as a director and in her committee role until the 2026 Annual Meeting.

Ms. Puma’s departure is not due to any disagreement between her and the Company, its management, the Board or any committee thereof, or any matter relating to the Company’s operations, policies or practices.

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: November 7, 2025