Organon CMO exercises 8,865 RSUs, net shares rise
Organon & Co. Head of R&D & CMO Juan Camilo Arjona Ferreira exercised restricted stock units into common shares as part of equity compensation.
Rhea-AI Filing Summary
Organon & Co. Head of R&D & CMO Juan Camilo Arjona Ferreira exercised restricted stock units into common shares as part of equity compensation. On March 29, 2026, 8,865 RSUs converted into 8,865 shares of common stock at a stated price of $0.00 per share.
To satisfy tax obligations, 3,181 common shares were withheld at $5.84 per share, a non‑market disposition rather than an open‑market sale. After these transactions, he directly holds 21,436.477 common shares. Beneficial ownership was also adjusted to reflect a prior transfer of 13,872 shares under Exchange Act Rule 16a-12 and the addition of 708.122 shares from dividend equivalents.
Positive
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Negative
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Insider Trade Summary
8,865 shares exercised/converted
Exercise
3 txns
Insider
Arjona Ferreira Juan Camilo
Role
Head of R&D & CMO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,865 | $0.00 | $0.00 |
| Exercise | Common Stock | 8,865 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 3,181 | $5.84 | $19K |
Holdings After Transaction:
Restricted Stock Units — 8,865 contracts (Direct);
Common Stock — 21,436.477 shares (Direct)
Footnotes (5)
- F1. The total number of shares reported as beneficially owned has been reduced to reflect 13,872 shares of Organon & Co. ("Organon") common stock transferred pursuant to an exemption under Exchange Act Rule 16a-12.
- F2. This price is the closing market price of Organon common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
- F3. Includes the addition of 708.122 shares of Organon common stock acquired from dividend equivalents net of withholding tax not previously required to be reported.
- F4. Each RSU represents a contingent right to receive one share of Organon common stock.
- F5. These RSUs vest and are distributed as shares of Organon common stock in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.
Key Figures
RSUs exercised: 8,865 units
Common shares acquired from RSUs: 8,865 shares
Shares withheld for taxes: 3,181 shares
+4 more
7 metrics
RSUs exercised
8,865 units
Restricted Stock Units converted to common stock on March 29, 2026
Common shares acquired from RSUs
8,865 shares
Common stock received upon RSU conversion
Shares withheld for taxes
3,181 shares
Tax-withholding disposition at $5.84 per share
Tax withholding price
$5.84 per share
Closing market price on March 27, 2026 used for withholding
Shares held after transactions
21,436.477 shares
Direct Organon common stock ownership after March 29, 2026 events
Rule 16a-12 transfer
13,872 shares
Shares transferred under Exchange Act Rule 16a-12 reducing beneficial ownership
Dividend equivalent shares
708.122 shares
Shares from dividend equivalents net of withholding tax added to holdings
Key Terms
Restricted Stock Units, Exchange Act Rule 16a-12, dividend equivalents, beneficially owned, +1 more
5 terms
Restricted Stock Units financial
"The price is the closing market price of Organon common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded."
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.
Exchange Act Rule 16a-12 regulatory
"shares of Organon & Co. ("Organon") common stock transferred pursuant to an exemption under Exchange Act Rule 16a-12."
dividend equivalents financial
"Includes the addition of 708.122 shares of Organon common stock acquired from dividend equivalents net of withholding tax not previously required to be reported."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
beneficially owned financial
"The total number of shares reported as beneficially owned has been reduced to reflect 13,872 shares of Organon & Co."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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.
FAQ
What did Organon (OGN) executive Juan Camilo Arjona Ferreira report in this Form 4?
He reported exercising 8,865 restricted stock units into common shares and a related tax-withholding share disposition. These actions are part of equity compensation mechanics, not open-market buying or selling, and update his direct ownership position in Organon common stock.
Were any of the Organon (OGN) Form 4 transactions open-market purchases or sales?
No open-market trades were reported. The filing shows an RSU conversion coded “M” and a tax-withholding disposition coded “F.” These are compensation and tax mechanics, not discretionary buying or selling of Organon shares in the open market.
What does the Exchange Act Rule 16a-12 transfer mentioned in the Organon (OGN) Form 4 mean?
A footnote states that beneficial ownership was reduced by 13,872 shares transferred under Exchange Act Rule 16a-12. This rule allows certain transfers between related parties without triggering traditional reporting as a purchase or sale transaction.
How were dividend equivalents reflected in this Organon (OGN) insider filing?
The filing notes an addition of 708.122 shares from dividend equivalents, net of withholding tax, that had not previously required reporting. Dividend equivalents mirror cash dividends on RSUs, credited in share form and increasing the executive’s reported ownership.
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