Organon (NYSE: OGN) interim CEO reports stock awards and tax share offsets

Rhea-AI Filing Summary

Organon & Co. interim CEO Joseph T. Morrissey Jr. reported equity compensation-related share movements in Organon common stock. On February 27, 2026, he acquired 27,564 shares tied to performance share units granted on August 11, 2023, after performance goals were certified, and an additional 7,777 shares were granted as related awards and dividend equivalents at no cost.

On the same date, 8,054 shares at $7.17 per share and 2,216 shares at $7.23 per share were surrendered in tax-withholding dispositions to cover exercise price or tax obligations. After these transactions and the inclusion of 1,938.068 dividend-equivalent shares that were not previously reportable, he directly held about 98,571 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

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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^*

Morrissey Joseph T. Jr.

(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)
	Interim CEO

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		27,564(1)	A	$0	99,125.855	D
Common Stock	02/27/2026		F		8,054	D	$7.17	91,071.855	D
Common Stock	02/27/2026		A		7,777(2)	A	$0	98,848.855	D
Common Stock	02/27/2026		F		2,216	D	$7.23	98,570.923(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. 2023 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 1,938.068 shares of Common Stock acquired from dividend equivalents net of withholding tax not previously required to be reported.

Remarks:

	/s/ Faye C. Brown, as Attorney-in-Fact for Joseph T. Morrissey, Jr.	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 did Organon (OGN) interim CEO Joseph T. Morrissey Jr. report on this Form 4?

He reported equity compensation changes, including stock grants and tax-withholding dispositions. Performance share units vested into common stock, while some shares were surrendered to cover tax obligations. The filing reflects routine compensation rather than open-market buying or selling activity.

How many Organon (OGN) shares did the interim CEO acquire through awards and PSUs?

He acquired 27,564 shares from performance share units granted August 11, 2023, plus 7,777 additional shares at no cost. These shares became deliverable after performance goals were certified by the Talent Committee under Organon’s 2023 Incentive Stock Plan.

How many Organon (OGN) shares were used for tax withholding in this Form 4?

He disposed of 8,054 shares at $7.17 per share and 2,216 shares at $7.23 per share. These were tax-withholding dispositions, meaning shares were delivered to satisfy exercise price or tax liabilities rather than sold in open-market transactions.

What does the dividend equivalent footnote mean in the Organon (OGN) Form 4?

The filing notes 1,938.068 shares were added from dividend equivalents, net of withholding tax. These represent additional common shares credited over time on performance share units, which only now became reportable once performance conditions and related releases were satisfied.

How many Organon (OGN) shares does the interim CEO hold after these transactions?

After the reported grants, tax-withholding dispositions, and inclusion of dividend-equivalent shares, he directly holds about 98,571 shares of Organon common stock. This reflects his post-transaction direct ownership as disclosed in the Form 4’s share-balance figures.