Organon (OGN) HR chief granted 166,944 RSUs and nets new shares

Rhea-AI Filing Summary

Organon & Co. Chief Human Resources Officer Aaron Falcione reported equity compensation activity involving restricted stock units (RSUs) and common stock. On March 31, 2026, he received a grant of 166,944 RSUs, each representing a contingent right to one share of Organon common stock.

The new RSUs vest in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029. On the same date, previously granted RSUs vested and were converted into 6,732 and 11,193 shares of common stock. To satisfy tax obligations, 2,306 and 3,834 shares were withheld at a price of $5.70 per share.

After these transactions, Falcione directly owned 101,431.071 shares of Organon common stock and held 166,944 RSUs subject to future vesting.

Insights

Equity compensation analyst

Routine RSU grant and vesting with tax withholding, not open-market trading.

The filing shows Organon & Co. Chief Human Resources Officer Aaron Falcione receiving 166,944 new RSUs and converting previously granted RSUs into common shares. These actions are standard equity compensation events tied to vesting schedules rather than discretionary market purchases or sales.

Two earlier RSU grants from March 31, 2023 and March 31, 2025 partially or fully vested, generating 6,732 and 11,193 shares of common stock. The M codes reflect derivative exercises/conversions, moving value from RSUs into directly held stock.

The F-coded transactions covering 2,306 and 3,834 shares at $5.70 per share are tax-withholding dispositions, not open-market sales, reducing the informational content about sentiment. Following these events, Falcione holds 101,431.071 common shares and 166,944 unvested RSUs, indicating continued equity exposure aligned with shareholder interests.

Insider Trade Summary

17,925 shares exercised/converted

Mixed 7 txns

Insider Falcione Aaron

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	166,944	$0.00	--
Exercise	Restricted Stock Units	6,732	$0.00	--
Exercise	Restricted Stock Units	11,193	$0.00	--
Exercise	Common Stock	6,732	$0.00	--
Tax Withholding	Common Stock	2,306	$5.70	$13K
Exercise	Common Stock	11,193	$0.00	--
Tax Withholding	Common Stock	3,834	$5.70	$22K

Holdings After Transaction: Restricted Stock Units — 166,944 shares (Direct); Common Stock — 96,378.071 shares (Direct)

Footnotes (1)

1. The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded. On March 31, 2026, the Reporting Person was granted 166,944 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029. Each RSU represents a contingent right to receive one share of Organon common stock. On March 31, 2023, the Reporting Person was granted 20,195 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026. On March 31, 2025, the Reporting Person was granted 33,579 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining to vest on March 31, 2027 and March 31, 2028.

Key Figures

New RSU grant: 166,944 RSUs RSU vesting schedule: 3 equal installments RSUs exercised into stock: 6,732 shares +4 more

7 metrics

New RSU grant 166,944 RSUs Granted March 31, 2026; each RSU equals one common share

RSU vesting schedule 3 equal installments Vests on March 31, 2027, 2028, and 2029

RSUs exercised into stock 6,732 shares Common stock from vested RSUs on March 31, 2026

Additional RSUs exercised 11,193 shares Common stock from vested RSUs on March 31, 2026

Tax-withheld shares (first lot) 2,306 shares at $5.70 Withheld to cover tax liability on March 31, 2026

Tax-withheld shares (second lot) 3,834 shares at $5.70 Additional tax-withholding on March 31, 2026

Common shares held after transactions 101,431.071 shares Direct ownership after March 31, 2026 activity

Key Terms

Restricted Stock Units, RSU, tax-withholding disposition, vest, +1 more

5 terms

Restricted Stock Units financial

"On March 31, 2026, the Reporting Person was granted 166,944 RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

"Each RSU represents a contingent right to receive one share of Organon common stock."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vest financial

"These RSUs will vest and become exercisable in three equal installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

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^*

Falcione Aaron

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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
Common Stock	03/31/2026		M		6,732	A	$0	96,378.071	D
Common Stock	03/31/2026		F		2,306	D	$5.7(1)	94,072.071	D
Common Stock	03/31/2026		M		11,193	A	$0	105,265.071	D
Common Stock	03/31/2026		F		3,834	D	$5.7(1)	101,431.071	D

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
Restricted Stock Units	(2)	03/31/2026		A		166,944		(2)	(2)	Common Stock	166,944	$0	166,944	D
Restricted Stock Units	(3)	03/31/2026		M			6,732	(4)	(4)	Common Stock	6,732	$0	0	D
Restricted Stock Units	(3)	03/31/2026		M			11,193	(5)	(5)	Common Stock	11,193	$0	22,386	D

Explanation of Responses:

1. The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.

2. On March 31, 2026, the Reporting Person was granted 166,944 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

3. Each RSU represents a contingent right to receive one share of Organon common stock.

4. On March 31, 2023, the Reporting Person was granted 20,195 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.

5. On March 31, 2025, the Reporting Person was granted 33,579 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining to vest on March 31, 2027 and March 31, 2028.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Aaron Falcione	04/02/2026
	** 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 equity award did Organon (OGN) grant to Aaron Falcione on March 31, 2026?

Aaron Falcione received a grant of 166,944 restricted stock units (RSUs) on March 31, 2026. Each RSU represents a contingent right to receive one share of Organon common stock, providing long-term, stock-based compensation tied to future vesting dates.

How will Aaron Falcione’s 166,944 Organon RSUs vest over time?

The 166,944 RSUs granted to Aaron Falcione vest in three equal installments. Vesting occurs on March 31, 2027, March 31, 2028, and March 31, 2029. This schedule means one-third of the grant becomes exercisable on each listed date, supporting multi-year retention.

What Organon RSU grants from 2023 and 2025 vested for Aaron Falcione in 2026?

A March 31, 2023 grant of 20,195 RSUs fully vested by March 31, 2026, with the final one-third vesting then. From a March 31, 2025 grant of 33,579 RSUs, one-third vested on March 31, 2026, with remaining portions scheduled to vest in 2027 and 2028.

How many Organon shares did Aaron Falcione receive and withhold for taxes on March 31, 2026?

On March 31, 2026, vested RSUs converted into 6,732 and 11,193 shares of Organon common stock. To cover tax obligations, 2,306 and 3,834 shares were withheld at a price of $5.70 per share, reducing the net shares retained from the vesting events.

What are Aaron Falcione’s Organon share and RSU holdings after these transactions?

After the March 31, 2026 transactions, Aaron Falcione directly held 101,431.071 shares of Organon common stock. He also held 166,944 RSUs that will vest in three equal annual installments, maintaining a significant ongoing equity interest in the company through both stock and unvested RSUs.

Were Aaron Falcione’s Organon Form 4 transactions open-market stock sales?

No, the Form 4 shows derivative exercises and tax-withholding dispositions, not open-market sales. Code M entries reflect RSUs converting into common stock, while F-coded entries represent 2,306 and 3,834 shares withheld at $5.70 per share to satisfy tax liabilities arising from RSU vesting.