Organon (NYSE: OGN) EVP Daniel Karp receives 100,166 RSU grant and new shares

Rhea-AI Filing Summary

Organon & Co. executive Daniel Karp reported several equity compensation moves involving Restricted Stock Units (RSUs) and common stock. On March 31, 2026, he received a grant of 100,166 RSUs, each representing a contingent right to one share of Organon common stock. These RSUs vest in three equal installments on March 31, 2027, 2028, and 2029.

On the same date, previously granted RSUs from March 31, 2023 and March 31, 2025 partially vested, converting 11,338 and 6,715 RSUs, respectively, into common shares. To cover tax obligations, 3,554 and 2,105 common shares were withheld at a price of $5.70 per share. After these transactions, Karp directly held 69,547.923 shares of Organon common stock, alongside the new unvested RSU grant.

Insights

Equity compensation analyst

Routine RSU grant and vesting with tax withholding; no open-market trades.

Organon & Co.'s Executive VP of Corporate Development, Daniel Karp, reported equity awards tied to his compensation. He was granted 100,166 Restricted Stock Units that vest annually over three years, aligning his incentives with long-term company performance.

RSUs granted in 2023 and 2025 also partially vested, converting a total of 18,053 RSUs into common stock through derivative exercises. There were no open-market purchases or sales; activity reflects compensation mechanics rather than discretionary trading.

To satisfy tax liabilities, 5,659 common shares were withheld at $5.70 per share. Following these events, Karp directly held 69,547.923 shares. Overall, the filing shows normal equity vesting and a new RSU grant, a neutral signal for investors.

Insider Trade Summary

18,053 shares exercised/converted

Mixed 7 txns

Insider Karp Daniel

Role Executive VP, Corp. Dev.

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	100,166	$0.00	--
Exercise	Restricted Stock Units	11,338	$0.00	--
Exercise	Restricted Stock Units	6,715	$0.00	--
Exercise	Common Stock	11,338	$0.00	--
Tax Withholding	Common Stock	3,554	$5.70	$20K
Exercise	Common Stock	6,715	$0.00	--
Tax Withholding	Common Stock	2,105	$5.70	$12K

Holdings After Transaction: Restricted Stock Units — 100,166 shares (Direct); Common Stock — 68,491.923 shares (Direct)

Footnotes (1)

1. The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded. On March 31, 2026, the Reporting Person was granted 100,166 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029. Each RSU represents a contingent right to receive one share of Organon common stock. On March 31, 2023, the Reporting Person was granted 34,014 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026. On March 31, 2025, the Reporting Person was granted 20,147 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.

Key Figures

New RSU grant: 100,166 RSUs 2023 RSU grant size: 34,014 RSUs 2025 RSU grant size: 20,147 RSUs +4 more

7 metrics

New RSU grant 100,166 RSUs Granted March 31, 2026 to Executive VP, Corp. Dev.

2023 RSU grant size 34,014 RSUs Granted March 31, 2023; remaining one-third vested March 31, 2026

2025 RSU grant size 20,147 RSUs Granted March 31, 2025; one-third vested March 31, 2026

RSUs exercised 18,053 RSUs Total RSUs converted to common stock on March 31, 2026

Shares withheld for taxes 5,659 shares Tax-withholding dispositions at $5.70 per share

Tax withholding price $5.70 per share Price used for tax-withholding dispositions of common stock

Common shares held 69,547.923 shares Directly held by Daniel Karp after March 31, 2026 transactions

Key Terms

Restricted Stock Units, contingent right, tax-withholding disposition, vesting, +1 more

5 terms

Restricted Stock Units financial

"The Reporting Person was granted 100,166 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each RSU represents a contingent right to receive one share of Organon common stock."

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vesting financial

"These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

Form 4 Insider Transactions: What Each Field Means →

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^*

Karp Daniel

(Last) (First) (Middle)

C/O ORGANON & CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY NEW JERSEY 07032

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP, Corp. Dev.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		M		11,338	A	$0	68,491.923	D
Common Stock	03/31/2026		F		3,554	D	$5.7(1)	64,937.923	D
Common Stock	03/31/2026		M		6,715	A	$0	71,652.923	D
Common Stock	03/31/2026		F		2,105	D	$5.7(1)	69,547.923	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	(2)	03/31/2026		A		100,166		(2)	(2)	Common Stock	100,166	$0	100,166	D
Restricted Stock Units	(3)	03/31/2026		M			11,338	(4)	(4)	Common Stock	11,338	$0	0	D
Restricted Stock Units	(3)	03/31/2026		M			6,715	(5)	(5)	Common Stock	6,715	$0	13,432	D

Explanation of Responses:

1. The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.

2. On March 31, 2026, the Reporting Person was granted 100,166 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

3. Each RSU represents a contingent right to receive one share of Organon common stock.

4. On March 31, 2023, the Reporting Person was granted 34,014 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.

5. On March 31, 2025, the Reporting Person was granted 20,147 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Daniel Karp	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity award did Organon (OGN) executive Daniel Karp receive on March 31, 2026?

Daniel Karp received a grant of 100,166 Restricted Stock Units (RSUs) on March 31, 2026. Each RSU represents a contingent right to one Organon common share, vesting in three equal installments in 2027, 2028, and 2029, tying compensation to multi-year company performance.

How do the new RSUs for Organon (OGN) executive Daniel Karp vest?

The 100,166 RSUs granted to Daniel Karp vest in three equal annual installments. Vesting dates are March 31, 2027, March 31, 2028, and March 31, 2029, after which each vested RSU entitles him to receive one share of Organon common stock, subject to plan terms.

What previously granted RSUs vested for Organon (OGN) executive Daniel Karp?

RSUs from two prior grants partially vested. From a March 31, 2023 grant of 34,014 RSUs, the remaining one-third, or 11,338 units, vested. From a March 31, 2025 grant of 20,147 RSUs, one-third, or 6,715 units, vested, converting into Organon common shares.

How many Organon (OGN) shares were withheld for Daniel Karp’s taxes?

A total of 5,659 common shares were withheld to cover tax obligations, split into 3,554 shares and 2,105 shares. These withholdings were valued at $5.70 per share, reflecting payment of tax liabilities associated with the RSU vesting and share delivery.

How many Organon (OGN) shares does Daniel Karp hold after these transactions?

After the March 31, 2026 transactions, Daniel Karp directly held 69,547.923 shares of Organon common stock. This total reflects shares received from vested RSUs, reduced by shares withheld to satisfy related tax liabilities, as reported in the Form 4 filing.

Were there any open-market stock purchases or sales by Organon (OGN) executive Daniel Karp?

No open-market purchases or sales were reported. The filing shows RSU grants, vesting-related derivative exercises, and tax-withholding dispositions coded as F transactions. These actions reflect routine equity compensation and tax payments rather than discretionary trading in Organon shares.