Organon (OGN) Form 4: SVP gets 2,417 shares; tax at $6.71

Organon (OGN) SVP and Corporate Controller reported Form 4 activity.

Rhea-AI Filing Summary

Organon (OGN) SVP and Corporate Controller reported Form 4 activity. On 11/07/2025, 2,417 shares of common stock were acquired at $0 via the conversion of restricted stock units (code M). The filer also disposed of 689 shares at $6.71 (code F). Following these transactions, beneficial ownership stands at 14,676.427 shares (direct).

The related RSU entry shows 2,417 underlying shares converted, with 2,418 RSUs remaining directly beneficially owned. The original grant was 7,252 RSUs on 11/07/2023, vesting one‑third each year through 11/07/2026.

Insights

Insider transactions analyst

Administrative insider activity; neutral impact.

The filing records routine equity compensation mechanics: 2,417 shares delivered from RSU vesting (code M) and a same‑day disposition of 689 shares at $6.71 (code F). These transactions are commonly associated with equity award administration rather than open‑market trading.

Post‑transaction direct ownership is 14,676.427 shares, and 2,418 RSUs remain from the 7,252 granted on 11/07/2023, which vest in thirds through 11/07/2026. Actual market impact depends on holder decisions; the disclosure does not indicate broader strategic changes.

Insider Trade Summary

2,417 shares exercised/converted

Exercise 3 txns

Insider Holzbaur Lynette

Role SVP and Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,417	$0.00	$0.00
Exercise	Common Stock	2,417	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	689	$6.71	$5K

Holdings After Transaction: Restricted Stock Units — 2,418 contracts (Direct); Common Stock — 14,676.427 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Organon & Co. common stock.
2. F2. 7,252 RSUs were granted 11/7/2023, and one-third vest each year with the final vesting date being 11/7/2026.

FAQ

What did OGN's SVP report on this Form 4?

Acquisition of 2,417 shares via RSU conversion (code M) and disposition of 689 shares at $6.71 (code F) on 11/07/2025.

How many OGN shares does the officer own after the transactions?

Direct beneficial ownership is 14,676.427 shares following the reported transactions.

What were the details of the RSU vesting for OGN?

RSUs converted into 2,417 shares at $0 (code M) on 11/07/2025; 2,418 RSUs remain directly owned.

What is the vesting schedule for the reported OGN RSUs?

The 7,252 RSUs granted on 11/07/2023 vest one‑third each year, with final vesting on 11/07/2026.

Was there a sale price reported for the disposed OGN shares?

Yes. The disposition was reported at $6.71 per share (code F).

Does this Form 4 indicate open‑market buying by the officer?

It shows RSU conversion (code M) and a disposition (code F); it does not report open‑market purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 04:04 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Holzbaur Lynette

(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)
	SVP and Corporate Controller

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

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

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		M		2,417	A	$0	15,365.427	D
Common Stock	11/07/2025		F		689	D	$6.71	14,676.427	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
Restricted Stock Units	(1)	11/07/2025		M			2,417	11/07/2025(2)	11/07/2026	Common Stock	2,417	$0	2,418	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Organon & Co. common stock.

2. 7,252 RSUs were granted 11/7/2023, and one-third vest each year with the final vesting date being 11/7/2026.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Lynette Holzbaur	11/10/2025
	** 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.