Organon (NYSE: OGN) CFO nets more shares after RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Organon & Co. Chief Financial Officer Matthew M. Walsh exercised restricted stock units into common shares and had some shares withheld for taxes. On March 29, 2026, 15,071 restricted stock units converted into 15,071 shares of Organon common stock at a stated price of $0.00 per share.

To cover tax obligations, 5,162 of these common shares were withheld at a price of $5.84 per share. After these compensation-related transactions, Walsh directly owned 190,660 shares of Organon common stock. The underlying restricted stock units vest in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.

Insider Trade Summary

15,071 shares exercised/converted

Mixed 3 txns

Insider WALSH MATTHEW M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	15,071	$0.00	--
Exercise	Common Stock	15,071	$0.00	--
Tax Withholding	Common Stock	5,162	$5.84	$30K

Holdings After Transaction: Restricted Stock Units — 15,071 shares (Direct); Common Stock — 195,822 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: 15,071 units Shares received: 15,071 shares Tax withholding shares: 5,162 shares +3 more

6 metrics

RSUs exercised 15,071 units Restricted Stock Units converted to common stock on March 29, 2026

Shares received 15,071 shares Organon common stock issued from RSU conversion

Tax withholding shares 5,162 shares Common shares withheld to satisfy tax obligations

Tax withholding price $5.84 per share Closing market price on March 27, 2026 used for withholding

Post-transaction holdings 190,660 shares Organon common stock directly owned after transactions

RSU vesting schedule 3 equal installments Vesting on March 29, 2025, 2026, and 2027

Key Terms

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

5 terms

Restricted Stock Units financial

"This price is the closing market price of Organon & Co. common stock ... 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.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

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.

contingent right financial

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

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 04:06 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^*

WALSH MATTHEW M

(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)
	Chief Financial Officer

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		15,071	A	$0	195,822	D
Common Stock	03/29/2026		F		5,162	D	$5.84⁽¹⁾	190,660	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			15,071	⁽³⁾	⁽³⁾	Common Stock	15,071	$0	15,071	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 Matthew M. Walsh	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 CFO Matthew Walsh?

Organon reported that CFO Matthew M. Walsh exercised 15,071 restricted stock units into 15,071 shares of common stock. The transaction is compensation-related and reflects the vesting and settlement of previously granted equity awards rather than an open-market stock purchase.

How many Organon (OGN) shares did the CFO receive and retain after the Form 4 transaction?

Walsh received 15,071 Organon common shares from RSU conversion and had 5,162 shares withheld for taxes. Following these transactions, he directly held 190,660 shares of Organon common stock, indicating a net increase in his equity position compared with his pre-transaction holdings.

Was the Organon (OGN) CFO’s Form 4 transaction an open-market stock sale or purchase?

No. The filing shows an exercise or conversion of restricted stock units and a tax-withholding disposition. Shares were withheld at $5.84 per share to satisfy tax obligations, so this was not an open-market buy or sell decision in the usual trading sense.

What are Restricted Stock Units (RSUs) in the context of Organon (OGN)?

Restricted Stock Units are equity awards that give the holder a contingent right to receive shares. In this case, each RSU represents one share of Organon common stock, vesting and distributing in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.

At what price were shares withheld for taxes in the Organon (OGN) CFO transaction?

The Form 4 reports that 5,162 Organon common shares were withheld at a price of $5.84 per share. This price reflects the closing market price on March 27, 2026, as required under the equity plan governing the restricted stock unit awards.