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.
Organon & Co. filings document the regulatory record for a NYSE-listed global healthcare company with Women's Health and General Medicines portfolios, including biosimilars. Form 8-K reports cover operating and financial results, company presentations, clinical or regulatory disclosures, material agreements, and other material events tied to the healthcare portfolio.
Proxy and governance filings describe board composition, executive compensation, shareholder voting matters, equity-award disclosures, and common stock registered under the Exchange Act. The filing record also includes disclosures on board and committee changes, audit committee review matters, capital structure, and exhibits filed in Inline XBRL.
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.
Organon & Co. insider corrects a prior Form 4 filing related to a tax-withholding share sale. The officer, listed as Interim Head of Manufacturing & Supply, clarifies that a November 7, 2025 transaction involving 1,242 shares of Organon common stock at $6.71 per share (transaction code F) should have been reported as a disposal rather than an acquisition. This transaction reflects shares sold to satisfy a tax liability arising from the acquisition of other Organon shares. After properly classifying the sale, the officer’s beneficial ownership is reported as 17,174.703 shares of Organon common stock held directly.
Organon & Co. reported an equity grant to a senior officer through a Form 4 filing. Interim Head of Manufacturing & Supply Juliana Drinane received an award of 65,616 restricted stock units (RSUs) on November 13, 2025. Each RSU converts into one share of Organon common stock, so this grant represents 65,616 potential future shares. The RSUs will vest in three equal installments on November 13, 2026, November 13, 2027, and November 13, 2028, aligning the officer’s compensation with the company’s longer-term performance.
Organon & Co. reported an equity grant to its interim CEO. On November 13, 2025, officer and interim CEO Joseph T. Morrissey, Jr. received 131,233 restricted stock units (RSUs), each convertible into one share of Organon common stock. The RSUs were granted following the company’s earnings release for the quarter ended September 30, 2025. These RSUs vest in three equal installments on November 13, 2026, November 13, 2027, and November 13, 2028. After this grant, Morrissey beneficially owns 131,233 derivative securities directly.
Organon & Co. (OGN) reported an insider purchase on a Form 4. Executive Chair and Director Carrie Smith Cox bought 65,400 shares of common stock on 11/12/2025 at a $7.6721 weighted average price.
The filing notes the shares were acquired in multiple trades within a price range of $7.6630 to $7.6899. Following the transaction, Cox beneficially owned 77,869 shares, held indirectly through an IRA.
Organon & Co. (OGN) reported insider activity by officer Juliana Drinane (Interim Head of Mfg & Supply). On 11/07/2025, 3,626 restricted stock units converted into common stock at $0 per share (transaction code M). The filing also lists a transaction coded F for 1,242 shares at $6.71 per share on the same date. Following the reported transactions, direct beneficial ownership is shown as 19,658.703 common shares.
The RSUs derived from a grant of 10,876 units awarded on November 7, 2023, vesting in three equal annual installments, with the final vesting date on November 7, 2026. Each RSU represents a right to receive one share of Organon common stock.
Organon & Co. (OGN) filed a Form 3 for an officer serving as Interim Head of Mfg & Supply. The report shows 14,790.703 shares of common stock held directly.
It also lists restricted stock units (each RSU equals one share) covering common stock: 6,378 (exercisable 03/31/2025; final vesting 03/31/2026), 7,252 (11/07/2025; 11/07/2026), 15,958 (03/29/2026; 03/29/2027), and 30,221 (03/31/2026; 03/31/2028). The event date is 10/27/2025.
Organon & Co. (OGN): Insider equity update. On 11/07/2025, the Head of R&D & CMO reported the conversion of restricted stock units into 6,446 shares of common stock at $0 per share (code M). To cover taxes, 2,307 shares were withheld at $6.71 per share (code F). Following these transactions, direct beneficial ownership is 28,916.355 shares.
The filing notes an RSU grant vesting in three installments: 6,446 shares on November 7, 2024; 6,446 shares on November 7, 2025; and 6,447 shares on November 7, 2026. After the reported activity, 6,447 RSUs remain outstanding, expiring on November 7, 2026.
Organon (OGN) SVP and Corporate Controller reported Form 4 activity. On 11/07/2025, 2,417 shares of common stock were acquired at $0 via the conversion of restricted stock units (code M). The filer also disposed of 689 shares at $6.71 (code F). Following these transactions, beneficial ownership stands at 14,676.427 shares (direct).
The related RSU entry shows 2,417 underlying shares converted, with 2,418 RSUs remaining directly beneficially owned. The original grant was 7,252 RSUs on 11/07/2023, vesting one‑third each year through 11/07/2026.
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.