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Organon (NYSE: OGN) SVP exercises RSUs; 1,516 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Organon & Co. SVP and Corporate Controller Lynette Holzbaur exercised 5,319 restricted stock units into common stock. Each RSU converted into one share, reflecting a scheduled vesting installment. Of the shares received, 1,516 were withheld at $5.84 per share to cover tax obligations.

After these transactions and the addition of 82 shares from dividend equivalents, Holzbaur directly holds 18,561.427 shares of Organon common stock. The activity represents routine equity compensation, combining an RSU vesting event with share withholding for taxes rather than an open‑market trade.

Positive

  • None.

Negative

  • None.
Insider Holzbaur Lynette
Role SVP and Corporate Controller
Type Security Shares Price Value
Exercise Restricted Stock Units 5,319 $0.00 --
Exercise Common Stock 5,319 $0.00 --
Tax Withholding Common Stock 1,516 $5.84 $9K
Holdings After Transaction: Restricted Stock Units — 5,319 shares (Direct); Common Stock — 19,995.427 shares (Direct)
Footnotes (1)
  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. Includes the addition of 82 shares of Organon common stock acquired from dividend equivalents net of withholding tax not previously required to be reported. Each RSU converts into 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.
RSUs exercised 5,319 units Restricted Stock Units converting into common stock on March 29, 2026
Shares withheld for taxes 1,516 shares Common stock withheld at $5.84 per share for tax obligations
Tax withholding price $5.84 per share Closing market price used under the RSU plan
Shares owned after transactions 18,561.427 shares Direct Organon common stock holdings following RSU vesting and withholding
Dividend equivalent shares 82 shares Shares added from dividend equivalents net of withholding tax
RSU vesting schedule Three equal installments Vesting on March 29, 2025, 2026, and 2027
Restricted Stock Units financial
"This price is the closing market price ... 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.
dividend equivalents financial
"Includes the addition of 82 shares of Organon common stock acquired from dividend equivalents net of withholding tax"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition","transaction_code_description": "Payment of exercise price or tax liability"
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.
closing market price financial
"This price is the closing market price of Organon & Co. common stock on Friday, March 27, 2026"
vest and are distributed financial
"These RSUs vest and are distributed as shares of Organon common stock in three equal installments"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Holzbaur Lynette
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and Corporate Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/29/2026M5,319A$019,995.427D
Common Stock03/29/2026F1,516D$5.84(1)18,561.427(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)03/29/2026M5,31903/29/2026(4)03/29/2027(4)Common Stock5,319$05,319D
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. Includes the addition of 82 shares of Organon common stock acquired from dividend equivalents net of withholding tax not previously required to be reported.
3. Each RSU converts into one share of Organon common stock.
4. 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, Attorney-in-Fact for Lynette Holzbaur03/31/2026
** Signature of Reporting PersonDate
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