Organon (OGN) executive reports PSU share awards and tax withholding

Rhea-AI Filing Summary

Organon & Co. executive Nisita Vittorio reported equity compensation activity involving common stock on February 27, 2026. She received 16,287 shares tied to performance share units granted on August 11, 2023, after performance goals were certified, plus 4,596 additional shares related to dividend equivalents.

To satisfy tax obligations, 6,210 shares at $7.17 and 1,575 shares at $7.23 were disposed of through tax-withholding transactions rather than open-market sales. After these awards and withholdings, she directly held 58,284.158 shares of Organon common 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

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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^*

Nisita Vittorio

(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)
	Head of Global Business Svcs

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		16,287(1)	A	$0	60,108.539	D
Common Stock	02/27/2026		F		6,210	D	$7.17	53,898.539	D
Common Stock	02/27/2026		A		4,596(2)	A	$0	58,494.539	D
Common Stock	02/27/2026		F		1,575	D	$7.23	58,284.158(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 1,364.619 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 Vittorio Nisita	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 Nisita Vittorio?

Organon executive Nisita Vittorio reported equity awards and related tax-withholding share dispositions in Organon common stock on February 27, 2026. The activity reflects performance-based share vesting and associated tax payments, not open-market buying or selling of shares.

How many Organon (OGN) shares did Nisita Vittorio acquire in this Form 4?

She acquired 16,287 shares of common stock from vested performance share units and 4,596 shares linked to dividend equivalents. These awards were granted under the Organon & Co. 2021 Incentive Stock Plan following certification of performance goal attainment.

Were any Organon (OGN) shares sold by Nisita Vittorio on the open market?

The Form 4 shows tax-withholding dispositions, not open-market sales. A total of 6,210 shares at $7.17 and 1,575 shares at $7.23 were delivered to cover tax liabilities tied to the vested equity awards.

What are performance share units (PSUs) in the Organon (OGN) transaction?

Performance share units are stock-based awards that vest only if specified performance goals are met. Vittorio’s PSUs, granted August 11, 2023, converted into common shares after the Talent Committee certified that Organon’s performance targets had been achieved.

How many Organon (OGN) shares does Nisita Vittorio own after these transactions?

Following the reported awards and tax-withholding dispositions, Nisita Vittorio directly owns 58,284.158 shares of Organon & Co. common stock. This total reflects both the vested performance-based awards and the shares used to satisfy related tax obligations.

What role does Nisita Vittorio hold at Organon (OGN)?

Nisita Vittorio is identified as an officer of Organon & Co., serving as Head of Global Business Services. Her equity awards and related tax settlements are reported because officers are subject to insider reporting requirements for company securities.