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Organon (OGN) director awarded phantom stock units tied to shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ESSNER ROBERT reported acquisition or exercise transactions in this Form 4 filing.

Organon & Co. director Robert Essner reported a compensation-related grant of phantom stock units. On June 12, 2026, he was awarded 17,857.143 phantom stock units at a reference value of $13.44 per unit.

Each phantom stock unit is economically equivalent to one share of Organon common stock on a 1-for-1 basis and is payable in cash after his service as a director ends, under the Organon Non-Employee Director Savings Plan. Following this award and prior dividend reinvestment transactions, his holdings total 81,141.129 phantom stock units.

Positive

  • None.

Negative

  • None.
Insider ESSNER ROBERT
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 17,857.143 $13.44 $240K
Holdings After Transaction: Phantom Stock — 81,141.129 shares (Direct, null)
Footnotes (1)
  1. Each phantom stock unit is an economic equivalent of one share of Organon & Co. ("Organon") common stock, or 1-for-1. Phantom stock units are granted under the Organon Non-Employee Director Savings Plan (the "Plan") and are payable in cash upon settlement after the reporting person's termination of service as a director pursuant to the terms of the Plan. Holdings include phantom stock acquired in dividend reinvestment transactions on September 11, 2025, December 11, 2025, March 12, 2026 and June 11, 2026.
Phantom stock units granted 17,857.143 units Grant on June 12, 2026
Reference value per unit $13.44 per unit Phantom stock grant value
Total phantom units after grant 81,141.129 units Holdings following transaction
Conversion ratio 1-for-1 Each phantom unit to one common share equivalent
Exercise price $0.00 Conversion or exercise price of phantom stock
Phantom Stock financial
"Each phantom stock unit is an economic equivalent of one share of Organon & Co. common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Organon Non-Employee Director Savings Plan financial
"Phantom stock units are granted under the Organon Non-Employee Director Savings Plan (the "Plan")"
dividend reinvestment transactions financial
"Holdings include phantom stock acquired in dividend reinvestment transactions on September 11, 2025, December 11, 2025, March 12, 2026 and June 11, 2026."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
ESSNER ROBERT
(Last)(First)(Middle)
C/O ORGANON & CO.
30 HUDSON STREET, FLOOR 33
(Street)
JERSEY CITY NEW JERSEY 07302
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)06/12/2026A17,857.143 (2) (2)Common Stock17,857.143$13.4481,141.129(3)D
Explanation of Responses:
1. Each phantom stock unit is an economic equivalent of one share of Organon & Co. ("Organon") common stock, or 1-for-1.
2. Phantom stock units are granted under the Organon Non-Employee Director Savings Plan (the "Plan") and are payable in cash upon settlement after the reporting person's termination of service as a director pursuant to the terms of the Plan.
3. Holdings include phantom stock acquired in dividend reinvestment transactions on September 11, 2025, December 11, 2025, March 12, 2026 and June 11, 2026.
Remarks:
/s/ Tarnetta V. Jones, as Attorney-in-Fact for Robert Essner06/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Organon (OGN) director Robert Essner report in this Form 4?

Robert Essner reported receiving a grant of 17,857.143 phantom stock units tied to Organon common stock. The units were valued at $13.44 each and increase his total phantom stock holdings to 81,141.129 units.

What are the terms of the phantom stock units reported for Organon (OGN)?

Each phantom stock unit is an economic equivalent of one Organon common share on a 1-for-1 basis. The units are payable in cash after Robert Essner’s termination of service as a director, according to the plan’s terms.

Under which plan were the Organon (OGN) phantom stock units granted?

The phantom stock units were granted under the Organon Non-Employee Director Savings Plan. This plan provides cash-settled phantom stock awards to non-employee directors, with settlement occurring after their board service ends, as specified in the plan.

How many Organon (OGN) phantom stock units does Robert Essner now hold?

After the reported grant, Robert Essner holds 81,141.129 phantom stock units linked to Organon common stock. This total includes units acquired through dividend reinvestment transactions on specified dates in 2025 and 2026.

Are the Organon (OGN) phantom stock units settled in stock or cash?

The phantom stock units are payable in cash upon settlement, not delivered as actual Organon shares. Settlement occurs after Robert Essner’s termination of service as a director, consistent with the Organon Non-Employee Director Savings Plan.