Organon (OGN) CFO granted shares, withholds stock to pay taxes

Rhea-AI Filing Summary

Organon & Co. Chief Financial Officer Matthew M. Walsh reported equity compensation activity in common stock. He acquired 42,599 shares and 12,020 shares at no cost upon performance share units and related dividend equivalents vesting. To satisfy tax obligations, he disposed of 14,887 shares at $7.17 and 4,117 shares at $7.23 through tax-withholding transactions, leaving a six-figure direct holding in Organon stock.

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^*

WALSH MATTHEW M

(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 Financial 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		42,599(1)	A	$0	187,083	D
Common Stock	02/27/2026		F		14,887	D	$7.17	172,196	D
Common Stock	02/27/2026		A		12,020(2)	A	$0	184,216	D
Common Stock	02/27/2026		F		4,117	D	$7.23	180,751(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 652 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 Matthew M. Walsh	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) disclose for CFO Matthew Walsh?

Organon disclosed that CFO Matthew Walsh received common stock from vested performance share units and related dividend equivalents, and used part of those shares to cover tax obligations through tax-withholding dispositions at prices of $7.17 and $7.23 per share.

How many Organon (OGN) shares did the CFO acquire in this Form 4 filing?

Matthew Walsh acquired 42,599 shares and 12,020 shares of Organon common stock at no cost, tied to performance share units granted in 2023 and associated dividend equivalents released after performance goals were certified by Organon’s Talent Committee.

Were any of the Organon (OGN) CFO’s transactions open-market buys or sells?

No open-market buys or sells were reported. The filing shows stock awards from vesting performance share units and dividend equivalents, plus tax-withholding dispositions where shares were delivered back at $7.17 and $7.23 per share to satisfy tax liabilities.

What is the purpose of the tax-withholding dispositions in the Organon (OGN) Form 4?

The tax-withholding dispositions represent shares withheld to pay taxes arising from the vesting of performance share units and dividend equivalents. Instead of paying cash, a portion of the newly vested shares was used to satisfy these tax obligations at stated per-share prices.

What plan governed the Organon (OGN) CFO’s performance share units that vested?

The performance share units were granted under the Organon & Co. 2021 Incentive Stock Plan. Their performance-based vesting conditions were released after the Talent Committee of Organon’s Board certified attainment of the specified performance goals for the grant made in August 2023.

Did the Organon (OGN) CFO’s holdings change due to dividend equivalents?

Yes. The filing notes shares released for dividend equivalents earned on vested performance share units and mentions an additional 652 shares acquired from dividend equivalents net of withholding tax, which were included in the updated direct ownership total reported after these transactions.