OGN Form 4: RSU vesting adds shares; tax withholding reduces stake

Rhea-AI Filing Summary

Organon & Co. (OGN) reported an insider equity transaction by its SVP and Corporate Controller. On 11/05/2025, 3,037 shares of common stock were acquired at $0 upon RSU vesting (code M), and 866 shares were disposed at $6.52 for tax withholding (code F). Following these transactions, direct holdings were 12,948.427 shares.

The underlying RSUs vest in three equal installments, beginning on November 5, 2025 and ending on November 5, 2027. Derivative securities beneficially owned after the event totaled 6,076.

Insider Trade Summary

3,037 shares exercised/converted

Mixed 3 txns

Insider Holzbaur Lynette

Role SVP and Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,037	$0.00	--
Exercise	Common Stock	3,037	$0.00	--
Tax Withholding	Common Stock	866	$6.52	$6K

Holdings After Transaction: Restricted Stock Units — 6,076 shares (Direct); Common Stock — 13,814.427 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments with the first vesting on November 5, 2025, and the final vesting date being on November 5, 2027.

Form 4 Insider Transactions: What Each Field Means →

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^*

Holzbaur Lynette

(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)
	SVP and Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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	11/05/2025		M		3,037	A	$0	13,814.427	D
Common Stock	11/05/2025		F		866	D	$6.52	12,948.427	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)	11/05/2025		M			3,037	11/05/2025(2)	11/05/2027	Common Stock	3,037	$0	6,076	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock.

2. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments with the first vesting on November 5, 2025, and the final vesting date being on November 5, 2027.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Lynette Holzbaur	11/06/2025
	** 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 did Organon (OGN) disclose in this Form 4?

An officer received 3,037 shares upon RSU vesting and had 866 shares withheld for taxes on 11/05/2025.

How many Organon (OGN) shares does the reporting person hold after the transactions?

Direct ownership was 12,948.427 shares after the reported transactions.

What were the transaction codes and prices in the Form 4 for OGN?

Code M: acquisition at $0 from RSU vesting; Code F: disposition of 866 shares at $6.52 for taxes.

What is the vesting schedule for the RSUs reported by OGN?

RSUs vest in three equal installments starting November 5, 2025 and ending November 5, 2027.

How many derivative securities remain after the event for OGN?

Derivative securities beneficially owned following the transactions totaled 6,076.

Who is the reporting person in the Organon (OGN) filing and their role?

An officer serving as SVP and Corporate Controller of Organon & Co.