Every 8-K that ORGANON & CO (OGN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow OGN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OGN filings page.
Organon & Co. furnished an update providing supplemental non-GAAP financial information for the quarter ended June 30, 2026, in connection with its Form 10‑Q filing. In light of its pending merger with Sun Pharmaceutical Industries Limited, the company has suspended its usual earnings press releases and conference calls.
The exhibit reconciles GAAP to non-GAAP measures including Adjusted Gross Profit, Adjusted SG&A, Adjusted R&D, Adjusted net income, Adjusted diluted EPS and Adjusted EBITDA. For Q2 2026, GAAP net income was $108 million and non-GAAP Adjusted net income was $230 million, with GAAP diluted EPS of $0.40 and non-GAAP Adjusted diluted EPS of $0.85.
Q2 2026 GAAP gross profit was $847 million and Adjusted gross profit $915 million; Adjusted EBITDA was $461 million with an Adjusted EBITDA margin of 29.6%. Adjustments reflect manufacturing network costs, restructuring and acquisition-related costs, the Jada divestiture, changes in contingent consideration and merger-related expenses. The company notes these non-GAAP measures supplement, but do not replace, GAAP results, and that this information is furnished rather than filed for securities law purposes.
Organon & Co. held a special stockholder meeting on July 23, 2026 to vote on its pending merger with Sun Pharmaceutical Holdings USA, Inc. Stockholders owning 195,675,859 shares, representing 74.51% of the 262,609,433 shares outstanding as of June 15, 2026, were present, constituting a quorum.
Stockholders approved the Agreement and Plan of Merger, under which a Sun Pharma subsidiary will merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. The merger agreement received 192,776,552 votes for, 2,573,118 against and 326,189 abstentions, with no broker non-votes. In a separate non-binding advisory vote, stockholders also approved merger-related compensation for named executive officers, with 185,141,986 votes for, 9,553,830 against and 980,043 abstentions.
Organon & Co. reported that stockholders approved an amended and restated 2021 Incentive Stock Plan at the 2026 Annual Meeting held on June 9, 2026. The plan increases the number of shares of common stock available for equity awards by 8,000,000 shares.
At the meeting, there were 262,600,862 outstanding shares entitled to vote, and 202,635,304 shares were present in person or by proxy, representing approximately 77% of the shares outstanding and entitled to vote. Stockholders elected all listed director nominees and acted on the remaining proposals as described in the proxy statement.
Organon reported mixed first-quarter 2026 results. Revenue was $1.460 billion, down 4% year over year, or 9% excluding foreign exchange. Women’s Health sales fell 16%, while Biosimilars grew 23%, helped by Hadlima and newer products Bildyos, Bilprevda and Tofidence.
GAAP net income rose to $146 million (diluted EPS $0.55) from $87 million ($0.33). However, non-GAAP adjusted net income declined to $188 million (adjusted diluted EPS $0.71) from $265 million ($1.02), with adjusted EBITDA down to $415 million and margin to 28.4%. The board declared a $0.02 quarterly dividend, and the company ended the quarter with $1.12 billion in cash and $8.57 billion of debt. During the pendency of its acquisition, Organon has suspended quarterly earnings calls.
Organon & Co. agreed to be acquired by Sun Pharmaceutical Holdings USA in an all-cash merger. Organon stockholders will receive $14.00 per share in cash, a 103% premium to the April 9, 2026 unaffected closing price, implying an enterprise value of $11.75 billion.
The deal is subject to the Requisite Company Vote, U.S. and non-U.S. antitrust and foreign investment clearances, absence of a Company Material Adverse Effect, and other customary conditions, with an outside date of January 26, 2027. If completed, Organon will be delisted from the NYSE and cease to be an SEC reporting company. The Merger Agreement includes a $120 million termination fee payable by Organon in certain scenarios and customary no-shop and fiduciary out provisions.
Separately, Organon’s board made leadership roles permanent: Joseph Morrissey was appointed Chief Executive Officer and Carrie S. Cox Executive Chair, both without changes to their compensation.
Organon & Co. 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.
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.
Organon & Co. (OGN) furnished its quarterly update. The company provided a press release covering results for the quarter ended September 30, 2025 and an investor presentation, both made available on November 10, 2025. The press release is attached as Exhibit 99.1 and the presentation as Exhibit 99.2. These materials are furnished, not filed, and include forward-looking statements with related cautions.
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.
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.
Organon & Co. announced the resignation of CEO Kevin Ali and his departure from the Board in connection with an Audit Committee investigation into wholesaler sales practices. He will not receive severance or equity-related retirement benefits. Joseph Morrissey, EVP and Head of Manufacturing & Supply, was named Interim CEO; his salary is set at $1 million, bonus target at 100% of salary (prorated for this year), and his annual long-term incentive target rises to $4 million next year, plus a one-time $1 million RSU grant to be issued after the release of Q3 2025 results. Carrie S. Cox was appointed Executive Chair for an interim period.
The investigation found that certain wholesalers were asked to buy greater quantities of Nexplanon during specified periods; the incremental sales were less than 1% of consolidated revenue for 2022 or 2024 and less than 2% for the relevant quarters. The company determined no restatement or revision of prior financial statements is required. However, due to one or more material weaknesses as of December 31, 2024, management’s ICFR assessment and PwC’s ICFR opinion in the 2024 Form 10‑K should no longer be relied upon. Organon expects to file a Form 10‑K/A and Form 10‑Q/As to correct prior ICFR conclusions and intends to timely file its Q3 2025 Form 10‑Q.