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Organon (OGN) director receives 17.8K phantom stock units as compensation

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

Rhea-AI Filing Summary

Patton Cynthia M reported acquisition or exercise transactions in this Form 4 filing.

Organon & Co. director Cynthia M. Patton received a grant of 17,857.143 phantom stock units tied to Organon common stock. Each unit is economically equivalent to one share of common stock on a 1-for-1 basis and references a price of $13.44 per unit.

The award was made under the Organon Non-Employee Director Savings Plan and will be settled in cash after her service as a director ends, according to the plan terms. Following this grant and prior dividend reinvestment accruals, her holdings total 81,141.129 phantom stock units.

Positive

  • None.

Negative

  • None.
Insider Patton Cynthia M
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 of phantom stock on June 12, 2026
Reference price per unit <money>$13.44</money> per unit Transaction price per phantom stock unit
Total phantom units after grant 81,141.129 units Holdings following the reported transaction
Underlying common stock equivalence 1 unit = 1 share Each phantom unit equals one Organon common share
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"
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*
Patton Cynthia M
(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 Cynthia M. Patton06/15/2026
** 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 Cynthia Patton report in this Form 4?

Cynthia M. Patton reported receiving 17,857.143 phantom stock units tied to Organon common stock. The grant is a compensation award, not an open-market stock purchase or sale, and increases her 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 economically equivalent to one share of Organon common stock on a 1-for-1 basis. The grant references a value of $13.44 per unit, providing cash-settled exposure to Organon’s share price rather than direct share ownership.

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 equity-linked compensation to non-employee directors, with awards structured as phantom stock units rather than direct issuances of Organon common shares.

When will Cynthia Patton’s Organon (OGN) phantom stock units be paid out?

The phantom stock units are payable in cash upon settlement after Cynthia Patton’s termination of service as an Organon director. Payment timing follows the specific terms of the Non-Employee Director Savings Plan rather than occurring immediately at the grant date.

How many Organon (OGN) phantom stock units does Cynthia Patton now hold?

After this award, Cynthia Patton holds a total of 81,141.129 phantom stock units. This total includes the new 17,857.143-unit grant as well as phantom stock previously acquired through dividend reinvestment transactions on specified past dates.

Are the Organon (OGN) phantom stock units actual shares of common stock?

The phantom stock units are not actual shares of common stock, but each is an economic equivalent of one Organon share. They provide cash-settled value based on the stock price, rather than voting rights or direct share ownership in the company.