OGN insider filing — RSU vesting and partial sale on Aug 11, 2025

Rhea-AI Filing Summary

Organon & Co. insider filing (Form 4) reports that Juan Camilo Arjona Ferreira, Head of R&D & CMO and an officer of Organon (OGN), had 11,519 restricted stock units vest on August 11, 2025. Those vested units were recorded as acquisitions of common stock at $0 per share. The filing also shows a disposition of 4,122 shares sold at $9.22 per share on the same date.

The form reports beneficial ownership figures after the transactions: 28,899.355 shares reported after the RSU acquisition line and 24,777.355 shares reported after the sale line. The Form 4 was signed by an attorney-in-fact on August 12, 2025. The filing notes that each RSU equals one share and that a final vesting installment is scheduled for August 11, 2026.

Insights

Financial Analyst

TL;DR: Routine equity compensation vesting and a partial sale by an officer; limited immediate market impact.

The filing documents the vesting of 11,519 RSUs that converted into common shares on 08/11/2025 and a contemporaneous sale of 4,122 shares at $9.22. These are compensation-related transactions rather than new issuances sold into the market for financing; the RSU conversion is recorded at $0 per share, consistent with vesting distributions. Beneficial ownership is reported as 28,899.355 and then 24,777.355 shares following the sale line. From a financial perspective, this is a routine insider transaction with no explicit indication of broader corporate or liquidity effects in the filing.

Corporate Governance Expert

TL;DR: Form 4 shows standard Section 16 disclosure for an officer; filing appears procedural and compliant.

The report was filed under Section 16 and signed by an attorney-in-fact on 08/12/2025. It discloses the mechanics of equity compensation: RSUs converting to common stock and a partial sale at a stated price. The explanation clarifies that each RSU equals one share and that a final vesting installment remains scheduled for 08/11/2026. The filing provides necessary transparency about timing, amounts, and price consistent with Form 4 requirements.

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^*

Arjona Ferreira Juan Camilo

(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 R&D & CMO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025	08/11/2025	M		11,519	A	$0	28,899.355	D
Common Stock	08/11/2025	08/11/2025	F		4,122	D	$9.22	24,777.355	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	(1)	08/11/2025		M			11,519	08/11/2025(2)	08/11/2026	Common Stock	11,519	$0	11,519	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Organon common stock.

2. These restricted stock units vest and are distributed as shares of Organon & Co. common stock in three equal installments with 11,519 shares having vested on August 11, 2025 and the third and final vesting to occur on August 11, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Faye C. Brown, as Attorney-in-Fact for Dr. Juan Camilo Arjona Ferreira	08/12/2025
	** 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 transactions did Organon insider Juan Camilo Arjona Ferreira report on Form 4 (OGN)?

The Form 4 reports the vesting of 11,519 RSUs on 08/11/2025 and a sale of 4,122 shares at $9.22 per share on the same date.

How many shares did the insider own after the reported transactions on the Form 4?

The filing lists beneficial ownership figures of 28,899.355 shares following the RSU acquisition line and 24,777.355 shares following the sale line.

Do the restricted stock units convert into common stock?

Yes. The filing states each restricted stock unit represents a contingent right to receive one share of Organon common stock.

Is there any future vesting related to the reported RSUs?

Yes. The Form 4 notes the RSUs vest and are distributed in three equal installments and that the third and final vesting will occur on 08/11/2026.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Faye C. Brown as Attorney-in-Fact for Juan Camilo Arjona Ferreira on 08/12/2025.