Organon (OGN) director Shalini Sharp receives 17,857 phantom stock units as cash-settled award

Rhea-AI Filing Summary

Organon & Co. director Shalini Sharp reported a routine compensation grant of phantom stock units. She received 17,857.143 phantom stock units on the transaction date, each economically equivalent to one share of Organon common stock on a 1-for-1 basis at a reference value of $13.44 per unit.

Following this grant, her holdings of phantom stock units increased to 81,495.885. These units were granted under the Organon Non-Employee Director Savings Plan and are payable in cash after her termination of service as a director, in accordance with the plan’s terms. Holdings also reflect phantom stock acquired through dividend reinvestment on specified past dates.

Insights

Equity compensation analyst

Routine cash-settled director compensation grant with no direct share trading.

The filing shows Shalini Sharp, a director of Organon & Co., receiving 17,857.143 phantom stock units as a grant under the Non-Employee Director Savings Plan. This is a standard form of non-cash compensation tied to the company’s share value.

Each phantom unit mirrors one common share economically but is payable in cash after board service ends, so there is no immediate issuance of common stock or market trade. After the grant, her phantom stock balance is 81,495.885 units, including prior dividend reinvestments. This is a typical governance and compensation disclosure rather than a directional trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sharp Shalini

Role null

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

Holdings After Transaction: Phantom Stock — 81,495.885 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.

Key Figures

Phantom stock grant: 17,857.143 units Reference price per unit: $13.44 per unit Total phantom units after grant: 81,495.885 units +1 more

4 metrics

Phantom stock grant 17,857.143 units Grant under Non-Employee Director Savings Plan

Reference price per unit $13.44 per unit Transaction price for phantom stock grant

Total phantom units after grant 81,495.885 units Holdings following transaction

Underlying common stock equivalence 1-for-1 with shares Each phantom unit equals one common share economically

Key Terms

Phantom stock units, Organon Non-Employee Director Savings Plan, Dividend reinvestment transactions, Grant, award, or other acquisition

4 terms

Phantom stock units financial

"Each phantom stock unit is an economic equivalent of one share of Organon & Co. common stock, or 1-for-1."

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.

Organon Non-Employee Director Savings Plan financial

"Phantom stock units are granted under the Organon Non-Employee Director Savings Plan and are payable in cash upon settlement."

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."

Grant, award, or other acquisition financial

"Transaction code A is described as Grant, award, or other acquisition."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Sharp Shalini

(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	81,495.885(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 Shalini Sharp	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)

FAQ

What insider transaction did OGN director Shalini Sharp report on this Form 4?

Organon & Co. director Shalini Sharp reported receiving 17,857.143 phantom stock units as a grant. These units track Organon’s common stock value and are part of her non-employee director compensation under the company’s savings plan.

How many phantom stock units does Shalini Sharp hold in Organon (OGN) after this grant?

After the reported grant, Shalini Sharp holds 81,495.885 phantom stock units. This total includes the new 17,857.143-unit award plus units accumulated previously, including those acquired through dividend reinvestment transactions on earlier specified dates.

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

At Organon, each phantom stock unit is economically equivalent to one common share. Directors receive these units under the Non-Employee Director Savings Plan, with the value tied to Organon’s share price but ultimately paid out in cash after board service ends.

Does this Organon (OGN) Form 4 show any open-market stock purchases or sales?

No, the Form 4 reflects a grant of phantom stock units, not open-market trades. The transaction is classified as a grant or award acquisition and is part of a deferred cash-settled compensation plan rather than a direct buy or sell of Organon common shares.

How and when are Organon (OGN) phantom stock units paid to directors?

Phantom stock units granted to Organon directors under the Non-Employee Director Savings Plan are payable in cash. Payment occurs upon settlement after the director’s termination of service, following the specific terms and schedule set forth in the plan.