Welcome to our dedicated page for ORGANON & CO SEC filings (Ticker: OGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Organon & Co. (NYSE: OGN) provide detailed, regulatory-grade insight into the operations of a global healthcare company focused on Women’s Health, General Medicines and biosimilars. Through current reports on Form 8-K and related amendments, Organon discloses quarterly earnings information, leadership changes, governance matters and the status of internal controls over financial reporting.
Recent 8-K filings furnish earnings releases for quarters such as the period ended June 30, 2025 and September 30, 2025, along with investor presentations that discuss revenue by segment, non-GAAP measures like Adjusted EBITDA and Adjusted gross margin, and capital allocation decisions including dividends. These filings help readers understand how Organon’s women’s health, biosimilars and established brands portfolios contribute to overall performance.
Other 8-Ks and an 8-K/A detail material governance events, including the resignation of the Chief Executive Officer, the appointment of an Interim Chief Executive Officer and an Executive Chair, and compensation arrangements for these roles. Filings also summarize the Audit Committee investigation into wholesaler sales practices for Nexplanon, the determination that certain practices were improper, and the conclusion that previously issued financial statements do not require restatement, while management’s prior assessment of internal control effectiveness must be revised.
On this page, users can review Organon’s SEC disclosures alongside AI-powered summaries that clarify the significance of each document. Filings such as earnings 8-Ks, future annual reports on Form 10-K, quarterly reports on Form 10-Q and any proxy or insider transaction reports can be examined to track segment performance, internal control remediation, leadership structure and other regulatory matters. Real-time updates from EDGAR combined with AI explanations can help investors and researchers interpret complex language, identify key risk and governance themes, and follow Organon’s ongoing reporting obligations.
Organon & Co. reported Q3 2025 results with revenues of $1,602 million, up slightly from $1,582 million a year ago. Gross profit was $857 million. Net income was $160 million and diluted EPS was $0.61, compared with $359 million and $1.38 in Q3 2024. The effective tax rate was 34.0%.
Year to date, revenues were $4,709 million versus $4,811 million last year, with net income of $392 million. Operating cash flow reached $559 million for the first nine months. The company ended the quarter with cash and equivalents of $672 million, total assets of $13,552 million, long-term debt of $8,783 million, and stockholders’ equity of $906 million. In Q2 2025, Organon repurchased $242 million of 5.125% notes due 2031 and terminated a $103 million NovaQuest funding agreement, recording gains in other income.
Product highlights included Nexplanon/Implanon NXT $223 million and Vtama $34 million in the quarter. In September, the FDA approved Bildyos and Bilprevda (denosumab biosimilars) for all reference indications, with the EU also granting authorizations. The company declared a $0.02 per-share dividend in Q3 and reported a restructuring program initiated earlier in 2025.
Organon & Co. (OGN) furnished its quarterly update. The company provided a press release covering results for the quarter ended September 30, 2025 and an investor presentation, both made available on November 10, 2025. The press release is attached as Exhibit 99.1 and the presentation as Exhibit 99.2. These materials are furnished, not filed, and include forward-looking statements with related cautions.
Organon & Co. filed Amendment No. 1 to its Q2 2025 Form 10‑Q. The amendment updates MD&A disclosures regarding U.S. Nexplanon sales, restates Item 4 to reflect ineffective disclosure controls and procedures as of June 30, 2025 due to identified material weaknesses, amends a related risk factor, and replaces officer certifications. The company stated there will be no restatement or revision to previously issued financial statements.
Q2 2025 worldwide sales were $1.594 billion, down 1% year over year. For the first half, sales were $3.107 billion, down 4%. Q2 product highlights: Nexplanon $240 million (down 1%); Hadlima $50 million (up 78%); Ontruzant $31 million (down 35%); Atozet $86 million (down 38%); Singulair $66 million (down 29%); Vtama $31 million. Gross profit in Q2 was $874 million (down 7%).
Liquidity remained solid with cash and cash equivalents of $599 million and working capital of $1.82 billion as of June 30, 2025. Net cash from operating activities was $295 million for the first half. The company incurred $88 million in restructuring costs year‑to‑date and paid a $0.02 per share quarterly dividend. Organon acquired U.S. rights to Tofidence with a $51 million upfront payment, amortized over 10 years.
Organon & Co. filed Amendment No. 1 to its Q1 2025 Form 10‑Q to update disclosures following an internal review of Nexplanon wholesaler sales practices and to restate its controls conclusions. Management now reports material weaknesses in internal control over financial reporting and determined disclosure controls were not effective as of March 31, 2025. The company states no restatement or revision of previously issued financial statements is required.
Q1 results are unchanged: sales were $1.513 billion, down 7% year over year, with a $44 million headwind from foreign exchange. Segment highlights included Nexplanon revenue of $248 million (up 13%), Hadlima $47 million, and Atozet down 42% to $77 million. Operating items included $86 million of restructuring costs, with initiatives expected to deliver about $200 million in annual savings. Operating cash flow was $75 million; cash and equivalents were $547 million.
Other updates: the company acquired U.S. rights to Tofidence with a $51 million upfront payable in July 2025 (recognized as an intangible to be amortized over 10 years). The board declared a $0.02 quarterly dividend on May 1, 2025 after paying $0.28 per share in Q1.
Organon & Co. filed an amended 10‑K to update disclosures following an internal review of wholesaler sales practices related to Nexplanon. Management identified material weaknesses in internal control over financial reporting as of December 31, 2024 and updated MD&A and related sections. The company stated there will be no restatement or revision of previously issued financial statements.
Operationally, 2024 sales were $6.4 billion, up 2% year over year, with an estimated $77 million negative foreign exchange impact. Women’s Health led growth: Nexplanon sales were $963 million, which the company estimates included $15 million tied to the identified sales practices; NuvaRing declined on generic pressure. Biosimilars saw strong momentum from Hadlima at $142 million. New agreements and M&A included Dermavant (upfront $175 million plus a $75 million regulatory milestone paid in January 2025) and expanded distribution with Lilly. 2024 gross profit was $3.7 billion; SG&A fell to $1.76 billion; R&D was $469 million; interest expense was $520 million. The effective tax rate was (7.1)%, helped by a $210 million valuation allowance release.
Organon & Co. (OGN) announced that director Grace Puma will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders. She has served on the Board since 2021 and is a member of the Board’s Talent Committee.
Ms. Puma will continue to serve as a director and in her committee role until the 2026 Annual Meeting. The company stated that her decision is not due to any disagreement with the company, its management, the Board, or any committee.
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.
Organon & Co. (OGN) filed an amended 8-K to disclose compensation terms for Carrie S. Cox, who is serving as Executive Chair on an interim basis. The Talent Committee set her base salary at $100,000 per month, effective October 26, 2025.
The amendment notes this compensation update and states no other changes to the prior report.
The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 35,927,524 shares of Organon & Co. common stock, representing 13.82% of the class as of the stated event date 09/30/2025. Vanguard reports 0 shares with sole voting power, 1,689,621 with shared voting power, 33,922,797 with sole dispositive power, and 2,004,727 with shared dispositive power.
The filing classifies Vanguard as an investment adviser and includes the standard certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control. Vanguard notes its clients have rights to dividends or sale proceeds related to the reported securities, with no single client interest exceeding five percent.
Organon & Co. announced the resignation of CEO Kevin Ali and his departure from the Board in connection with an Audit Committee investigation into wholesaler sales practices. He will not receive severance or equity-related retirement benefits. Joseph Morrissey, EVP and Head of Manufacturing & Supply, was named Interim CEO; his salary is set at $1 million, bonus target at 100% of salary (prorated for this year), and his annual long-term incentive target rises to $4 million next year, plus a one-time $1 million RSU grant to be issued after the release of Q3 2025 results. Carrie S. Cox was appointed Executive Chair for an interim period.
The investigation found that certain wholesalers were asked to buy greater quantities of Nexplanon during specified periods; the incremental sales were less than 1% of consolidated revenue for 2022 or 2024 and less than 2% for the relevant quarters. The company determined no restatement or revision of prior financial statements is required. However, due to one or more material weaknesses as of December 31, 2024, management’s ICFR assessment and PwC’s ICFR opinion in the 2024 Form 10‑K should no longer be relied upon. Organon expects to file a Form 10‑K/A and Form 10‑Q/As to correct prior ICFR conclusions and intends to timely file its Q3 2025 Form 10‑Q.