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Organon (OGN) director receives phantom stock award, lifting holdings above 81,000 units

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

Rhea-AI Filing Summary

LAZARUS ROCHELLE B reported acquisition or exercise transactions in this Form 4 filing.

Organon & Co. director Rochelle B. Lazarus received a grant of phantom stock units as compensation. The award covers 17,857.143 phantom stock units at a reference price of $13.44 per unit, each economically equivalent to one share of Organon common stock on a 1-for-1 basis.

After this grant and prior dividend reinvestment credits, Lazarus now holds a total of 81,141.135 phantom stock units. These units were granted under the Organon Non-Employee Director Savings Plan and will be settled in cash after her service as a director ends, rather than delivering actual shares.

Positive

  • None.

Negative

  • None.
Insider LAZARUS ROCHELLE B
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 17,857.143 $13.44 $240K
Holdings After Transaction: Phantom Stock — 81,141.135 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 grant 17,857.143 units Grant on 2026-06-12
Reference price per unit $13.44 per unit Phantom stock economic equivalent
Total phantom stock holdings 81,141.135 units After reported grant
Underlying common stock equivalence 1 unit = 1 share Economic equivalent ratio
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 →
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*
LAZARUS ROCHELLE B
(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$13.4481,141.135(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 Rochelle B. Lazarus06/15/2026
** 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 Rochelle B. Lazarus report in this Form 4?

Rochelle B. Lazarus reported receiving 17,857.143 phantom stock units as a compensation grant. The units are tied to Organon’s share value and increase her total phantom stock holdings to 81,141.135 units under the company’s director savings plan.

What is the size and reference price of the phantom stock grant for OGN?

The grant covers 17,857.143 phantom stock units at a reference price of $13.44 per unit. Each unit is economically equivalent to one share of Organon common stock, providing stock-linked compensation without issuing actual shares immediately.

How many phantom stock units does the OGN director hold after this transaction?

After the grant, Rochelle B. Lazarus holds 81,141.135 phantom stock units. This total includes the new award and phantom stock previously accumulated through grants and dividend reinvestment transactions under Organon’s Non-Employee Director Savings Plan.

Does this Organon (OGN) Form 4 represent a stock purchase or sale in the market?

No, this Form 4 reflects a compensation-related grant of phantom stock units, not an open-market purchase or sale. The units are awarded under a director savings plan and are settled in cash, tracking Organon’s stock value economically.

When and how will the OGN phantom stock units reported be settled?

The phantom stock units will be settled in cash after Rochelle B. Lazarus terminates service as an Organon director. Settlement follows the terms of the Organon Non-Employee Director Savings Plan, linking payout value to the company’s common stock.

What are dividend reinvestment transactions mentioned in the OGN Form 4 footnotes?

Dividend reinvestment transactions add phantom stock units instead of paying cash dividends. The holdings include phantom stock acquired through reinvested dividends on several dates, increasing the director’s total unit balance automatically over time under the savings plan.