Organon (OGN) director awarded 17,857 phantom stock units under savings plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Organon & Co. director Gayle Helene D received a grant of 17,857.143 phantom stock units on June 12, 2026, at an assigned value of $13.44 per unit. Each phantom unit is economically equivalent to one share of Organon common stock and is payable in cash under the Non-Employee Director Savings Plan after her board service ends. Following this award, her holdings total 81,141.134 phantom stock units, including units acquired through prior dividend reinvestment transactions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gayle Helene D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	17,857.143	$13.44	$240K

Holdings After Transaction: Phantom Stock — 81,141.134 shares (Direct, null)

Footnotes (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.

Key Figures

Phantom stock units granted: 17,857.143 units Reference price per phantom unit: $13.44 per unit Total phantom units after grant: 81,141.134 units +1 more

4 metrics

Phantom stock units granted 17,857.143 units Grant on June 12, 2026

Reference price per phantom unit $13.44 per unit Assigned value for June 12, 2026 grant

Total phantom units after grant 81,141.134 units Holdings following reported transaction

Phantom-to-share ratio 1-for-1 Each phantom unit equals one common share economically

Key Terms

Phantom Stock, Non-Employee Director Savings Plan, dividend reinvestment transactions

3 terms

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.

Non-Employee Director Savings Plan financial

"Phantom stock units are granted under the Organon Non-Employee Director Savings 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 →

06/15/2026 - 04:34 PM

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^*

Gayle Helene D

(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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	06/12/2026		A		17,857.143		⁽²⁾	⁽²⁾	Common Stock	17,857.143	$13.44	81,141.134⁽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 Helene D. Gayle	06/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Organon (OGN) director Gayle Helene D report on this Form 4?

She reported receiving 17,857.143 phantom stock units as a grant on June 12, 2026. These units are tied to Organon’s common stock and represent a form of cash-settled director compensation under the company’s savings plan.

How many Organon (OGN) phantom stock units does the director hold after this grant?

After the grant, Gayle Helene D holds 81,141.134 phantom stock units. This total includes the new award and phantom stock previously accumulated, including units acquired through dividend reinvestment transactions on several past dates.

What is phantom stock in the context of Organon (OGN)?

Phantom stock units are bookkeeping entries economically equivalent to one Organon common share on a 1-for-1 basis. They track the stock’s value but are payable in cash, not actual shares, according to the applicable 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 payment generally occurring upon termination of service as a director.

When will the Organon (OGN) phantom stock units be paid to the director?

The phantom stock units are payable in cash upon settlement after the director’s termination of service. Payment timing and terms follow the Organon Non-Employee Director Savings Plan provisions governing non-employee director compensation.

What is the reference price for the Organon (OGN) phantom stock grant?

The grant reflects a reference price of $13.44 per phantom stock unit. This value is used to determine the economic amount of the award under the plan at the time of grant, without involving an open-market stock purchase.