Organon (OGN) HR chief gets stock awards, withholds shares for taxes

Rhea-AI Filing Summary

Organon & Co. Chief Human Resources Officer Aaron Falcione reported equity compensation activity in company common stock. On February 27, 2026, he acquired 23,805 shares and 6,717 shares at no cost as stock awards tied to performance share units granted in August 2023, following certification of performance goals and related dividend equivalents. To cover tax obligations, he disposed of 8,705 shares at $7.17 and 2,301 shares at $7.23 through tax-withholding dispositions rather than open-market sales. After these transactions, he directly owned 84,109.071 shares of Organon common stock.

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^*

Falcione Aaron

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		23,805(1)	A	$0	86,778.661	D
Common Stock	02/27/2026		F		8,705	D	$7.17	78,073.661	D
Common Stock	02/27/2026		A		6,717(2)	A	$0	84,790.661	D
Common Stock	02/27/2026		F		2,301	D	$7.23	84,109.071(3)	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. Represents shares of Organon & Co. common stock ("Common Stock") for performance share units ("PSUs") granted to the reporting person on August 11, 2023 under the Organon & Co. 2021 Incentive Stock Plan. The performance-vesting restrictions with respect to these shares were released upon certification of performance goal attainment by the Talent Committee of Organon's Board of Directors.

2. Represents the shares of Common Stock released to cover the dividend equivalents earned on the PSUs released above.

3. Includes the addition of 1,619.41 shares of Common Stock acquired from dividend equivalents net of withholding tax not previously required to be reported.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Faye C. Brown, as Attorney-in-Fact for Aaron Falcione	03/03/2026
	** 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 did Organon (OGN) executive Aaron Falcione report on this Form 4?

Aaron Falcione reported equity compensation activity in Organon common stock. He received stock awards from performance share units and had shares withheld to cover taxes, all on February 27, 2026, resulting in updated direct ownership of 84,109.071 shares.

How many Organon (OGN) shares did Aaron Falcione acquire in awards?

He acquired 23,805 shares and an additional 6,717 shares of Organon common stock at no cost. These shares were released when performance goals for previously granted performance share units and related dividend equivalents were certified as achieved under the company’s 2021 incentive plan.

Were any of Aaron Falcione’s Organon (OGN) transactions open-market sales?

The Form 4 shows no open-market sales. Dispositions of 8,705 shares at $7.17 and 2,301 shares at $7.23 were coded as tax-withholding transactions, meaning shares were delivered to satisfy tax obligations associated with the vesting stock awards.

What plan governed the Organon (OGN) performance share units for Aaron Falcione?

The performance share units were granted under the Organon & Co. 2021 Incentive Stock Plan. Shares were released after the Talent Committee certified that performance goals had been met, including related dividend equivalent shares credited on the vested awards.

How many Organon (OGN) shares does Aaron Falcione own after these transactions?

Following the reported stock awards and tax-withholding dispositions, Aaron Falcione directly holds 84,109.071 shares of Organon common stock. This updated ownership figure reflects vested performance share units and dividend equivalents net of shares withheld for tax obligations.

What do the dividend equivalent footnotes in the Organon (OGN) Form 4 mean?

The footnotes explain that some released shares cover dividend equivalents earned on the performance share units. They also note an additional 1,619.41 shares from dividend equivalents, net of withholding tax, that increased Falcione’s holdings and were not previously required to be reported.