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. 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%).