Organon (OGN) director awarded 17,857 phantom stock units as cash-settled compensation

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Leone Deborah R reported acquisition or exercise transactions in this Form 4 filing.

Organon & Co. director Deborah R. Leone received a grant of 17,857.143 phantom stock units linked to Organon common stock. The units were awarded at an indicated value of $13.44 per unit and are economic equivalents of common shares on a 1-for-1 basis.

The award was made under the Organon Non-Employee Director Savings Plan and will be settled in cash after she leaves the board, according to the plan’s terms. After this grant, Leone holds a total of 81,141.135 phantom stock units, including units accumulated through prior dividend reinvestment transactions. This filing reflects director compensation rather than an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Leone Deborah R

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)

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 units granted: 17,857.143 units Indicated value per unit: $13.44 per unit Total phantom units after grant: 81,141.135 units +1 more

4 metrics

Phantom stock units granted 17,857.143 units Grant on 2026-06-12 as director compensation

Indicated value per unit $13.44 per unit Phantom stock grant valuation

Total phantom units after grant 81,141.135 units Holdings following 2026-06-12 transaction

Underlying common stock equivalence 1-for-1 Each phantom unit equals one Organon common share

Key Terms

Phantom Stock, Organon Non-Employee Director Savings Plan, dividend reinvestment transactions

3 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"

dividend reinvestment transactions financial

"Holdings include phantom stock acquired in dividend reinvestment transactions"

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Form 4 Insider Transactions: What Each Field Means →

06/15/2026 - 04:37 PM

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^*

Leone Deborah R

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	06/12/2026		A		17,857.143		⁽²⁾	⁽²⁾	Common Stock	17,857.143	$13.44	81,141.135⁽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 Deborah R. Leone	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Organon (OGN) director Deborah R. Leone report in this Form 4?

Deborah R. Leone reported receiving 17,857.143 phantom stock units tied to Organon common stock. The grant is part of her director compensation and is recorded as a derivative acquisition, not an open-market stock trade.

How many Organon (OGN) phantom stock units does Deborah R. Leone now hold?

After this grant, Deborah R. Leone holds 81,141.135 phantom stock units. This total includes the newly granted 17,857.143 units and phantom stock previously accumulated, including through dividend reinvestment transactions over several prior dates.

What is the value per phantom stock unit in Deborah R. Leone’s Organon (OGN) grant?

The phantom stock grant was recorded at $13.44 per unit. Each phantom stock unit is economically equivalent to one share of Organon common stock, providing cash-settled value that tracks the underlying stock’s performance.

How do Organon (OGN) phantom stock units work for this director award?

Each phantom stock unit is an economic equivalent of one Organon common share on a 1-for-1 basis. Units are granted under the Non-Employee Director Savings Plan and are payable in cash after the director’s service terminates, following the plan’s terms.

Is Deborah R. Leone buying or selling Organon (OGN) stock in the market?

The filing shows a compensation-related grant, not a market trade. Leone received phantom stock units under Organon’s director savings plan, and no open-market purchase or sale of Organon common shares is reported in this transaction.