Organon (NYSE: OGN) insider amends Form 4 on tax-driven share sale

Rhea-AI Filing Summary

Organon & Co. insider corrects a prior Form 4 filing related to a tax-withholding share sale. The officer, listed as Interim Head of Manufacturing & Supply, clarifies that a November 7, 2025 transaction involving 1,242 shares of Organon common stock at $6.71 per share (transaction code F) should have been reported as a disposal rather than an acquisition. This transaction reflects shares sold to satisfy a tax liability arising from the acquisition of other Organon shares. After properly classifying the sale, the officer’s beneficial ownership is reported as 17,174.703 shares of Organon common stock held directly.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drinane Juliana Papa

(Last) (First) (Middle)

C/O ORGANON &CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY NJ 07302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim Head of Mfg & Supply

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2025		F		1,242	D	$6.71	17,174.703(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 12, 2025, the reporting person filed a Form 4 which inadvertently reported that she acquired (A) 1,242 shares of Organon & Co. (Organon) common stock due to the sale of shares to satisfy a tax liability related to the acquisition of other shares of Organon common stock (code F), where in fact this number of shares should have been reported as a transaction resulting in her disposal (D) of such shares to satisfy the tax liability. As a result, the total amount of securities beneficially owned by the reporting person following such sale transaction on November 7, 2025, is now correctly reported on this Form 4 in column 5 as 17,174.703.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Juliana Drinane	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Organon (OGN) disclose in this amended Form 4/A?

The filing corrects a prior Form 4 for an Organon & Co. officer, changing a November 7, 2025 transaction of 1,242 shares from an acquisition to a disposal related to tax withholding.

Who is the reporting person in this Organon (OGN) Form 4/A filing?

The reporting person is an Organon & Co. officer identified as the Interim Head of Manufacturing & Supply, with the form signed by Tarnetta V. Jones as attorney-in-fact for Juliana Drinane.

What transaction is being corrected for Organon (OGN) shares?

A November 7, 2025 transaction of 1,242 shares of Organon common stock at $6.71 per share, originally reported as an acquisition, is now correctly reported as a disposal (code F) to satisfy a tax liability.

How many Organon (OGN) shares does the insider report owning after the correction?

Following the corrected tax-related sale, the insider reports beneficial ownership of 17,174.703 shares of Organon & Co. common stock, held directly.

What does transaction code F mean in this Organon (OGN) Form 4/A?

Transaction code F in this context indicates a sale of Organon & Co. shares to satisfy a tax liability associated with the acquisition of other Organon shares.

Is this Organon (OGN) Form 4/A a new transaction or just a correction?

This is a correction to a previously filed Form 4 dated November 12, 2025, amending the classification of an already reported November 7, 2025 transaction.