Organon (OGN) GC Weaver gets stock awards, shares withheld for tax

Rhea-AI Filing Summary

Organon & Co. general counsel Kirke Weaver reported stock-based compensation and related tax-withholding transactions in company common stock. On February 27, 2026, Weaver acquired 21,925 shares tied to performance share units granted on August 11, 2023, after Organon’s Talent Committee certified that performance goals were met.

Weaver also acquired 6,186 shares representing dividend equivalents on those performance units, and 1,832.163 additional shares from prior dividend equivalents were added to holdings. To cover tax liabilities, 6,815 shares at $7.17 and 1,763 shares at $7.23 were disposed through tax-withholding transactions. Following these movements, Weaver directly owned 73,854.163 common shares.

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^*

Weaver Kirke

(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)
	Gen. Counsel & Corp. Secy.

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		21,925(1)	A	$0	74,414	D
Common Stock	02/27/2026		F		6,815	D	$7.17	67,599	D
Common Stock	02/27/2026		A		6,186(2)	A	$0	73,785	D
Common Stock	02/27/2026		F		1,763	D	$7.23	73,854.163(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 1,832.163 shares of Common Stock acquired from dividend equivalents not previously required to be reported.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Faye C. Brown, as Attorney-in-Fact for Kirke Weaver	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 Kirke Weaver?

Organon reported that Kirke Weaver received stock awards and related dividend equivalent shares, and had shares withheld to cover taxes. The transactions involved common stock grants from performance share units and tax-withholding dispositions executed on February 27, 2026.

How many Organon (OGN) shares did Kirke Weaver acquire in this Form 4?

Kirke Weaver acquired 21,925 Organon common shares from vested performance share units and 6,186 shares tied to dividend equivalents. An additional 1,832.163 shares from earlier dividend equivalents were also added, all as part of equity compensation rather than open-market purchases.

Why were some Organon (OGN) shares disposed of in Kirke Weaver’s filing?

Shares were disposed solely to satisfy tax obligations. Organon reported tax-withholding dispositions of 6,815 shares at $7.17 and 1,763 shares at $7.23 per share, used to pay exercise price or tax liabilities on the vested stock awards.

What is Kirke Weaver’s Organon (OGN) share ownership after these transactions?

After the reported grants, dividend equivalents, and tax-withholding dispositions, Kirke Weaver directly owned 73,854.163 shares of Organon common stock. This figure reflects equity awards under Organon’s 2021 Incentive Stock Plan and related dividend equivalent adjustments.

What stock plan was used for Kirke Weaver’s Organon (OGN) share awards?

The share awards came from the Organon & Co. 2021 Incentive Stock Plan. Performance share units granted on August 11, 2023 converted into common stock once Organon’s Talent Committee certified performance goal attainment, triggering the release of shares and associated dividend equivalents.

Were Kirke Weaver’s Organon (OGN) transactions open-market buys or sells?

The filing shows equity compensation and tax-withholding, not open-market trades. Shares were acquired through grants and dividend equivalents, while dispositions coded “F” represent shares delivered to pay exercise price or tax liabilities, rather than discretionary market sales.