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 ownership update: The Vanguard Group filed an amendment noting an internal realignment on January 12, 2026 that led certain subsidiaries and business divisions to report beneficial ownership separately under SEC Release No. 34-39538. The filing states The Vanguard Group beneficially owns 0 shares of Organon common stock, representing 0% of the class. The statement explains the subsidiaries pursue the same investment strategies previously used and that Vanguard Inc. no longer is deemed to beneficially own those securities. The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
Organon & Co. Chief Human Resources Officer Aaron Falcione reported equity compensation activity in company common stock. On February 27, 2026, he acquired 23,805 shares and 6,717 shares at no cost as stock awards tied to performance share units granted in August 2023, following certification of performance goals and related dividend equivalents. To cover tax obligations, he disposed of 8,705 shares at $7.17 and 2,301 shares at $7.23 through tax-withholding dispositions rather than open-market sales. After these transactions, he directly owned 84,109.071 shares of Organon common stock.
Organon & Co. Chief Financial Officer Matthew M. Walsh reported equity compensation activity in common stock. He acquired 42,599 shares and 12,020 shares at no cost upon performance share units and related dividend equivalents vesting. To satisfy tax obligations, he disposed of 14,887 shares at $7.17 and 4,117 shares at $7.23 through tax-withholding transactions, leaving a six-figure direct holding in Organon stock.
Organon & Co. executive Nisita Vittorio reported equity compensation activity involving common stock on February 27, 2026. She received 16,287 shares tied to performance share units granted on August 11, 2023, after performance goals were certified, plus 4,596 additional shares related to dividend equivalents.
To satisfy tax obligations, 6,210 shares at $7.17 and 1,575 shares at $7.23 were disposed of through tax-withholding transactions rather than open-market sales. After these awards and withholdings, she directly held 58,284.158 shares of Organon common stock.
Organon & Co.'s Chief Information Officer Rachel A. Stahler reported equity award activity in the company's common stock. She acquired 23,178 shares and 6,540 shares at no cost, reflecting performance share units granted on August 11, 2023 whose performance-vesting conditions were certified by a board committee, plus related dividend equivalents. To cover tax withholding on these releases, 8,475 shares at $7.17 and 2,240 shares at $7.23 were disposed of through share withholding rather than open-market sales. Following these transactions, she directly owns 98,310.292 shares, including 2,076.678 shares from prior dividend equivalents net of withholding tax.
Organon & Co. general counsel Kirke Weaver reported stock-based compensation and related tax-withholding transactions in company common stock. On February 27, 2026, Weaver acquired 21,925 shares tied to performance share units granted on August 11, 2023, after Organon’s Talent Committee certified that performance goals were met.
Weaver also acquired 6,186 shares representing dividend equivalents on those performance units, and 1,832.163 additional shares from prior dividend equivalents were added to holdings. To cover tax liabilities, 6,815 shares at $7.17 and 1,763 shares at $7.23 were disposed through tax-withholding transactions. Following these movements, Weaver directly owned 73,854.163 common shares.
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.
Organon & Co. is a global healthcare company focused on women’s health and general medicines, generating $6.2 billion of revenue in 2025, with about 74% from outside the United States. Women’s health contributed $1.8 billion, biosimilars $691 million, and established brands $3.7 billion.
The company is prioritizing debt reduction by cutting its dividend payout, divesting non-core assets, restructuring to lower costs, and paying down long‑term debt. In January 2026 it sold the Jada postpartum hemorrhage system to Laborie for up to $465 million, including potential earn‑outs.
Organon operates six manufacturing sites across Europe, Latin America and Asia and employs over 10,000 people. It faces material weaknesses in internal control over financial reporting tied to Nexplanon wholesaler sales practices and is implementing a remediation plan under interim leadership, including an Interim CEO and Executive Chair, while a search for a permanent CEO is underway.
Organon & Co. reported that its Audit Committee has completed an independent review into the timing of the company’s past biosimilar purchases from a supplier. With assistance from outside counsel, the review concluded that no action is required, found no evidence of improper conduct, and identified no matters requiring adjustments to previously issued financial statements or SEC disclosures. The company also stated that it intends to timely file its Form 10-K for the year ended December 31, 2025, while noting that these plans involve forward-looking statements subject to risks and uncertainties.
Organon & Co. reported weaker results for the fourth quarter and full year 2025, pressured by lower revenue and a large non-cash charge. Q4 revenue was $1.507 billion, down 5% as reported (8% ex-FX), with declines in Women’s Health and Established Brands partly offset by 11% growth in Biosimilars. Q4 GAAP results swung to a net loss of $205 million, or $(0.79) per diluted share, compared with net income of $109 million a year earlier, driven largely by a $301 million goodwill impairment tied to underperformance of several U.S. products. On a non-GAAP basis, Q4 adjusted net income was $165 million and adjusted EPS was $0.63, both down 30% year over year, with adjusted EBITDA down 15% to $383 million and margin slipping to 25.4%.
For full year 2025, revenue fell 3% to $6.216 billion. Women’s Health revenue declined 1%, as fertility and JADA® growth were offset by weaker NuvaRing® and Nexplanon®; Biosimilars grew 4%, while Established Brands declined 4%. GAAP net income dropped to $187 million (EPS $0.72) from $864 million (EPS $3.33), reflecting lower gross margin, higher manufacturing network costs and the goodwill impairment. Full-year non-GAAP adjusted net income was $954 million, down 10%, and adjusted EBITDA was $1.907 billion with a 30.7% margin, roughly flat versus 2024 as cost controls offset margin pressure.
The company highlighted balance sheet actions and deleveraging efforts. As of December 31, 2025, Organon held $574 million of cash and cash equivalents and $8.64 billion of debt, implying a net leverage ratio of about 4.3x. The Board declared a quarterly dividend of $0.02 per share, payable March 12, 2026 to shareholders of record on February 23, 2026. Looking ahead, management guided 2026 revenue to approximately $6.2 billion and adjusted EBITDA to approximately $1.9 billion, essentially in line with 2025 performance. Guidance assumes revenue foregone from the January 28, 2026 divestiture of the JADA® system will be roughly offset by favorable currency translation, resulting in constant-currency revenue about flat with the prior year pro forma for the sale.
The filing also notes that on February 11, 2026, information regarding the timing of prior-period biosimilar purchases was brought to the Audit Committee’s attention, and a review will follow. The company states it has not determined that anything inappropriate occurred in connection with these purchases, is not aware of the need for any changes to prior financial statements, and currently anticipates timely filing of its Form 10-K for 2025 while updating disclosures on this matter. Management continues to emphasize disciplined expense management, capital deployment and deleveraging, with 2026 adjusted gross margin expected to be 75–100 basis points below 2025, a higher non-GAAP tax rate of 27.5%–29.5%, and fully diluted weighted average shares of about 265 million.