Organon (OGN) CIO logs stock awards and tax withholding share disposals

Rhea-AI Filing Summary

Organon & Co.'s Chief Information Officer Rachel A. Stahler reported equity award activity in the company's common stock. She acquired 23,178 shares and 6,540 shares at no cost, reflecting performance share units granted on August 11, 2023 whose performance-vesting conditions were certified by a board committee, plus related dividend equivalents. To cover tax withholding on these releases, 8,475 shares at $7.17 and 2,240 shares at $7.23 were disposed of through share withholding rather than open-market sales. Following these transactions, she directly owns 98,310.292 shares, including 2,076.678 shares from prior dividend equivalents net of withholding tax.

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

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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^*

Stahler Rachel A

(Last) (First) (Middle)

C/O ORGANON & CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY NJ 07302

(City) (State) (Zip)

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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/27/2026		A		23,178(1)	A	$0	100,408.614	D
Common Stock	02/27/2026		F		8,475	D	$7.17	91,933.614	D
Common Stock	02/27/2026		A		6,540(2)	A	$0	98,473.614	D
Common Stock	02/27/2026		F		2,240	D	$7.23	98,310.292(3)	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

Explanation of Responses:

1. Represents shares of Organon & Co. common stock ("Common Stock") for performance share units ("PSUs") granted to the reporting person on August 11, 2023 under the Organon & Co. 2021 Incentive Stock Plan. The performance-vesting restrictions with respect to these shares were released upon certification of performance goal attainment by the Talent Committee of Organon's Board of Directors.

2. Represents the shares of Common Stock released to cover the dividend equivalents earned on the PSUs released above.

3. Includes the addition of 2,076.678 shares of Common Stock acquired from dividend equivalents net of withholding tax not previously required to be reported.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Faye C. Brown, as Attorney-in-fact for Rachel A. Stahler	03/03/2026
	** 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.

FAQ

What insider transactions did Organon (OGN) report for CIO Rachel Stahler?

Organon reported that CIO Rachel Stahler received common stock from vested performance share units and related dividend equivalents, and had a portion of shares withheld to satisfy tax obligations, resulting in updated direct ownership of 98,310.292 Organon common shares.

How many Organon (OGN) shares did the CIO acquire in the latest Form 4?

Rachel Stahler acquired 23,178 shares and 6,540 shares of Organon common stock at no cost, reflecting vested performance share units granted on August 11, 2023 and dividend equivalents released upon certification of performance goals by a board committee.

Were any Organon (OGN) shares sold on the open market in this Form 4?

No open-market sale is reported. Instead, 8,475 shares at $7.17 and 2,240 shares at $7.23 of Organon common stock were disposed of to cover tax liabilities through share withholding associated with vested performance share units and related dividend equivalents.

What is Rachel Stahler’s updated Organon (OGN) share ownership?

After the reported equity award vesting and related tax-withholding dispositions, Organon’s Chief Information Officer Rachel Stahler directly owns 98,310.292 shares of Organon common stock, including 2,076.678 shares acquired earlier from dividend equivalents net of withholding tax.

What performance awards underlie the Organon (OGN) shares granted to the CIO?

The common shares reported as acquired reflect performance share units granted on August 11, 2023 under the Organon & Co. 2021 Incentive Stock Plan, whose performance-vesting restrictions lapsed after the Talent Committee certified attainment of prescribed performance goals.