Organon director awarded 17,857 phantom stock units

Ozuah Philip reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Ozuah Philip reported acquisition or exercise transactions in this Form 4 filing.

Organon & Co. director Philip Ozuah received a grant of 17,857.143 phantom stock units tied to Organon common stock. The award was recorded at a reference price of $13.44 per unit and increases his directly held phantom stock position to 81,141.133 units.

Each phantom stock unit is economically equivalent on a 1‑for‑1 basis to one share of Organon common stock but is payable in cash, not stock. The units were granted under the Organon Non-Employee Director Savings Plan and will be settled in cash after his service as a director ends, in line with the plan’s terms.

Insider Trade Summary

Grant/Award: 17,857.143 shares

Grant/Award 1 txn

Insider Ozuah Philip

Role Director

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

Holdings After Transaction: Phantom Stock — 81,141.133 contracts (Direct)

Footnotes (3)

1. F1. Each phantom stock unit is an economic equivalent of one share of Organon & Co. ("Organon") common stock, or 1-for-1.
2. F2. 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. F3. 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: 81,141.133 units +2 more

5 metrics

Phantom stock units granted 17,857.143 units Grant on 2026-06-12 to director Philip Ozuah

Reference price per phantom unit $13.44 per unit Value used for the 2026-06-12 grant

Total phantom units after grant 81,141.133 units Holdings following the reported transaction

Economic equivalence ratio 1-for-1 Each phantom unit equals one share of common stock economically

Conversion/exercise price $0.00 Phantom stock units under director savings plan

Key Terms

Phantom Stock, Organon Non-Employee Director Savings Plan, payable in cash upon settlement, dividend reinvestment transactions, +1 more

5 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.

Organon Non-Employee Director Savings Plan financial

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

payable in cash upon settlement financial

"are payable in cash upon settlement after the reporting person's termination of service as a director"

dividend reinvestment transactions financial

"Holdings include phantom stock acquired in dividend reinvestment transactions"

phantom stock units financial

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

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Organon (OGN) director Philip Ozuah report in this Form 4 filing?

Philip Ozuah reported receiving 17,857.143 phantom stock units linked to Organon common stock. These units are part of his director compensation and increase his total phantom stock holdings to 81,141.133 units, as disclosed in the Form 4.

What are phantom stock units in Organon (OGN)’s director compensation?

Organon’s phantom stock units are cash-settled awards economically equivalent to one share of common stock. They track the value of Organon shares but are paid in cash upon settlement under the Non-Employee Director Savings Plan’s terms.

At what price was Philip Ozuah’s Organon phantom stock grant recorded?

The 17,857.143 phantom stock units granted to Philip Ozuah were recorded at $13.44 per unit. This price is a reference value in the Form 4 and helps quantify the size of the compensation award reported.

When will Philip Ozuah’s Organon phantom stock units be paid out?

The phantom stock units are payable in cash after Philip Ozuah’s termination of service as a director. Payment timing follows the Organon Non-Employee Director Savings Plan, which governs settlement once his board service ends.

How many Organon phantom stock units does Philip Ozuah hold after this transaction?

Following the reported grant, Philip Ozuah holds 81,141.133 phantom stock units. This total includes the new award and prior accumulations, such as units acquired through dividend reinvestment transactions noted in the Form 4 footnotes.

Are Organon (OGN) phantom stock units the same as owning common shares?

Organon’s phantom stock units are economically equivalent to owning one common share each but are not actual shares. They provide cash payments based on share value and are settled in cash under the plan rather than delivering stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 04:38 PM EDT Learn about SEC filing dates

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^*

Ozuah Philip

(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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	06/12/2026		A		17,857.143		(2)	(2)	Common Stock	17,857.143	$13.44	81,141.133(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 Phillip Ozuah	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)