Was the share disposition in Organon (OGN) Kirke Weaver’s Form 4 an open-market sale?

No, the disposition was coded F, indicating a tax-withholding transaction. The company withheld 2,210 shares of common stock at $5.84 per share to satisfy tax liabilities related to the restricted stock unit vesting, rather than an open-market sale initiated by Weaver.

[Form 4] Organon & Co. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Organon & Co. general counsel Kirke Weaver exercised restricted stock units into common shares and had shares withheld for taxes. On March 29, 2026, 7,757 restricted stock units converted into 7,757 common shares at a stated price of $0.00 per share. Of these, 2,210 common shares were withheld at $5.84 per share to satisfy tax obligations, a non-market transaction. After these transactions, Weaver directly holds 79,401.163 shares of Organon common stock. The footnotes state each RSU represents one share of common stock and that this RSU award vests in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.

Insider Trade Summary

7,757 shares exercised/converted

Mixed 3 txns

Insider Weaver Kirke

Role Gen. Counsel & Corp. Secy.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,757	$0.00	--
Exercise	Common Stock	7,757	$0.00	--
Tax Withholding	Common Stock	2,210	$5.84	$13K

Holdings After Transaction: Restricted Stock Units — 7,757 shares (Direct); Common Stock — 81,611.163 shares (Direct)

Footnotes (1)

This price is the closing market price of Organon & Co. ("Organon") common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded. Each RSU represents a contingent right to receive one share of Organon common stock. These RSUs vest and are distributed as shares of Organon common stock in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.

Key Figures

RSUs exercised: 7,757 units Common shares acquired: 7,757 shares Shares withheld for taxes: 2,210 shares +3 more

6 metrics

RSUs exercised 7,757 units Restricted stock units converted into common stock on March 29, 2026

Common shares acquired 7,757 shares Shares of Organon common stock received from RSU conversion

Shares withheld for taxes 2,210 shares Tax-withholding disposition at $5.84 per share

Tax-withholding price $5.84/share Price used for 2,210 shares delivered for tax liability

Post-transaction holdings 79,401.163 shares Common stock directly owned after RSU conversion and tax withholding

RSU-to-share ratio 1:1 Each RSU represents one share of Organon common stock

Key Terms

Restricted Stock Units, tax-withholding disposition, Exercise or conversion of derivative security, contingent right, +1 more

5 terms

Restricted Stock Units financial

"This price is the closing market price of Organon & Co. ("Organon") common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

contingent right financial

"Each RSU represents a contingent right to receive one share of Organon common stock."

closing market price financial

"This price is the closing market price of Organon & Co. ("Organon") common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded."

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 04:12 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Weaver Kirke

(Last)

(First)

(Middle)

C/O ORGANON & CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY

NEW JERSEY

07302

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Gen. Counsel & Corp. Secy.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/29/2026		M		7,757	A	$0	81,611.163	D
Common Stock	03/29/2026		F		2,210	D	$5.84⁽¹⁾	79,401.163	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/29/2026		M			7,757	⁽³⁾	⁽³⁾	Common Stock	7,757	$0	7,757	D

Explanation of Responses:

1. This price is the closing market price of Organon & Co. ("Organon") common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.

2. Each RSU represents a contingent right to receive one share of Organon common stock.

3. These RSUs vest and are distributed as shares of Organon common stock in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Kirke Weaver	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Organon (OGN) report for Kirke Weaver?

Organon reported that general counsel Kirke Weaver exercised 7,757 restricted stock units into 7,757 common shares. As part of the same event, 2,210 common shares were withheld to cover tax obligations, leaving Weaver with 79,401.163 common shares held directly.

How many Organon (OGN) shares does Kirke Weaver hold after this Form 4?

After these transactions, Kirke Weaver directly holds 79,401.163 Organon common shares. This reflects the net position following the conversion of 7,757 restricted stock units into common stock and the tax-related withholding of 2,210 shares at a price of $5.84 per share.

What type of securities did Kirke Weaver exercise in this Organon (OGN) filing?

Kirke Weaver exercised restricted stock units, which are derivative securities. The filing shows 7,757 restricted stock units converting into 7,757 shares of Organon common stock, consistent with the footnote explaining that each RSU represents a contingent right to receive one share of common stock.

How do Kirke Weaver’s Organon (OGN) restricted stock units vest over time?

The restricted stock units referenced in this filing vest in three equal installments. According to the footnotes, they are distributed as Organon common shares on March 29, 2025, March 29, 2026, and March 29, 2027, aligning share delivery with each scheduled vesting date.

What price is referenced for Organon (OGN) shares in Kirke Weaver’s tax-withholding transaction?

The Form 4 shows a price of $5.84 per share for the 2,210 shares withheld to cover taxes. A separate footnote states that the closing market price of Organon common stock on March 27, 2026, was used as required by the RSU award plan.