Organon interim leader granted 125,208 RSUs

Organon & Co. interim executive Juliana Papa reported a large equity compensation grant and related vesting activity.

Rhea-AI Filing Summary

Organon & Co. interim executive Juliana Papa reported a large equity compensation grant and related vesting activity. On March 31, 2026, she received 125,208 restricted stock units (RSUs), each representing a contingent right to one share of Organon common stock. These RSUs will vest in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

On the same date, previously granted RSUs vested and were converted into common shares through exercises of 6,378 and 10,073 RSUs. To cover tax obligations, 2,185 and 3,451 common shares were withheld at a price of $5.70 per share. After these transactions, Papa directly holds 33,235.703 shares of common stock and 20,148 RSUs.

Insider Trade Summary

16,451 shares exercised/converted

Exercise 7 txns

Insider Drinane Juliana Papa

Role Interim Head of Mfg & Supply

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	125,208	$0.00	$0.00
Exercise	Restricted Stock Units	6,378	$0.00	$0.00
Exercise	Restricted Stock Units	10,073	$0.00	$0.00
Exercise	Common Stock	6,378	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,185	$5.70	$12K
Exercise	Common Stock	10,073	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,451	$5.70	$20K

Holdings After Transaction: Restricted Stock Units — 145,356 contracts (Direct); Common Stock — 33,235.703 shares (Direct)

Footnotes (5)

1. F1. This price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
2. F2. On March 31, 2026, the Reporting Person was granted 125,208 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.
3. F3. Each RSU represents a contingent right to receive one share of Organon common stock.
4. F4. On March 31, 2023, the Reporting Person was granted 19,132 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.
5. F5. On March 31, 2025, the Reporting Person was granted 30,221 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.

Key Figures

New RSU grant: 125,208 RSUs RSUs vesting schedule: 3 equal installments RSUs exercised: 6,378 and 10,073 RSUs +4 more

7 metrics

New RSU grant 125,208 RSUs Granted March 31, 2026 to interim Head of Mfg & Supply

RSUs vesting schedule 3 equal installments Vesting on March 31, 2027, 2028, and 2029

RSUs exercised 6,378 and 10,073 RSUs Converted into Organon common stock on March 31, 2026

Tax-withheld shares 2,185 and 3,451 shares Withheld at $5.70 per share for tax obligations

Common shares held 33,235.703 shares Direct holdings after March 31, 2026 transactions

Remaining RSUs 20,148 RSUs Unvested RSUs outstanding after exercises disclosed

Reference price $5.70 per share Closing price on March 30, 2026 used for tax-withholding

Key Terms

Restricted Stock Units, contingent right, tax-withholding disposition, exercise or conversion of derivative security

4 terms

Restricted Stock Units financial

"On March 31, 2026, the Reporting Person was granted 125,208 RSUs"

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of Organon common stock."

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.

exercise or conversion of derivative security financial

"Exercise or conversion of derivative security"

FAQ

What did Organon (OGN) interim executive Juliana Papa receive in this Form 4 filing?

Juliana Papa received a grant of 125,208 restricted stock units (RSUs). Each RSU is a contingent right to one Organon common share, vesting in three equal installments on March 31, 2027, 2028, and 2029, reflecting a multi-year equity compensation award.

How do the new RSUs for Juliana Papa at Organon (OGN) vest over time?

The 125,208 RSUs vest in three equal annual installments. They become exercisable in thirds on March 31, 2027, March 31, 2028, and March 31, 2029. This structure encourages long-term retention and aligns compensation with Organon’s future performance over several years.

What RSU vesting activity did the Organon (OGN) Form 4 disclose for March 31, 2026?

RSUs from 2023 and 2025 grants vested on March 31, 2026. A remaining one-third of a 19,132-RSU grant from March 31, 2023 and one-third of a 30,221-RSU grant from March 31, 2025 vested, then were exercised into Organon common shares.

How many Organon (OGN) common shares does Juliana Papa hold after these transactions?

After the March 31, 2026 transactions, Papa holds 33,235.703 common shares directly. She also continues to hold 20,148 RSUs, which represent additional potential future shares, subject to vesting conditions over the coming years under Organon’s equity plans.

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

No open-market sales were reported; only tax withholdings occurred. A total of 2,185 and 3,451 common shares were withheld at $5.70 per share to satisfy tax obligations tied to RSU vesting, which is a standard, non-market disposition method.

What does the $5.70 per share figure mean in the Organon (OGN) Form 4?

The $5.70 price is the value used for tax-withholding share dispositions. It reflects the closing market price of Organon common stock on March 30, 2026, as required under the applicable equity plan when delivering shares to cover tax liabilities.

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Accepted by SEC EDGAR 04/02/2026 - 04:26 PM Learn about SEC filing dates

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^*

Drinane Juliana Papa

(Last) (First) (Middle)

C/O ORGANON &CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY NEW JERSEY 07302

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Interim Head of Mfg & Supply

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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	03/31/2026		M		6,378	A	$0	28,798.703	D
Common Stock	03/31/2026		F		2,185	D	$5.7(1)	26,613.703	D
Common Stock	03/31/2026		M		10,073	A	$0	36,686.703	D
Common Stock	03/31/2026		F		3,451	D	$5.7(1)	33,235.703	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
Restricted Stock Units	(2)	03/31/2026		A		125,208		(2)	(2)	Common Stock	125,208	$0	125,208	D
Restricted Stock Units	(3)	03/31/2026		M			6,378	(4)	(4)	Common Stock	6,378	$0	0	D
Restricted Stock Units	(3)	03/31/2026		M			10,073	(5)	(5)	Common Stock	10,073	$0	20,148	D

Explanation of Responses:

1. This price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.

2. On March 31, 2026, the Reporting Person was granted 125,208 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

3. Each RSU represents a contingent right to receive one share of Organon common stock.

4. On March 31, 2023, the Reporting Person was granted 19,132 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.

5. On March 31, 2025, the Reporting Person was granted 30,221 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Juliana Drinane	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)