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.
Patent expirations, FDA safety updates, and global manufacturing data make Organon & Co’s disclosures dense. Finding how a contraceptive brand’s revenue shifted, or whether a biosimilar launch triggered new litigation, means combing through hundreds of pages. If you have ever asked, “How do I read Organon & Co SEC filings explained simply?” this page is for you.
Stock Titan’s AI turns every Organon & Co annual report 10-K simplified, Organon & Co quarterly earnings report 10-Q filing, and Organon & Co 8-K material events explained into plain-English summaries. Need real-time alerts? We capture Organon & Co Form 4 insider transactions real-time the moment they hit EDGAR, spotlighting executive stock moves before market close. Our platform links each filing type to questions investors actually ask:
- 10-K / 10-Q – segment sales for women’s health, biosimilar revenue trends, and R&D pipeline costs, plus AI-driven Organon & Co earnings report filing analysis.
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- Form 4 – monitor Organon & Co insider trading Form 4 transactions and flag unusual buying in advance of biosimilar launches.
- DEF 14A – review the Organon & Co proxy statement executive compensation for insight into incentive alignment.
Whether you’re tracking patent-cliff risk or confirming Organon & Co executive stock transactions Form 4, our expert analysis and AI-powered summaries let you focus on decisions, not document mining. All filings, all in one place—updated as soon as Organon presses “submit.”
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.
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.
Organon & Co. (OGN) Q2 2025 condensed summary: Revenues were $1.594 billion for the quarter and $3.107 billion for the six months, versus $1.607 billion and $3.229 billion in the prior-year periods. Net income fell to $145 million in Q2 2025 (Q2 2024: $195 million) and $232 million year-to-date (YTD 2025) versus $396 million YTD 2024. Diluted EPS was $0.56 for the quarter and $0.89 YTD versus $0.75 and $1.53 in the prior-year periods.
Key cash and balance sheet items: cash and equivalents declined to $599 million at June 30, 2025 from $675 million at Dec 31, 2024; total assets $13.5 billion; total long-term debt (net of current portion) $8.781 billion; weighted-average interest rate on borrowings 5.0% and average maturity ~5.1 years. Operating cash flow provided $295 million YTD; investing used $210 million, including Dermavant consideration.
Material corporate actions disclosed: Dermavant acquisition (aggregate consideration $581 million; contingent consideration fair value $383 million; $75 million regulatory milestone paid in Q1 2025); March 2025 U.S. rights for Tofidence from Biogen (intangible $51 million recognized; upfront paid in July 2025); July 2025 acquisition of Oss Biotech site (aggregate $25 million, $15 million paid). The Company repurchased $242 million of 5.125% 2031 notes in Q2, recording a $42 million pre-tax gain. The Company implemented restructuring reducing headcount ~6% and recorded $88 million of restructuring costs YTD. Effective tax rates increased (Q2 2025: 37.0% vs Q2 2024: 17.3%).
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