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Organon (OGN) interim CEO converts 9,752 RSUs, 2,779 shares withheld for taxes

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

Rhea-AI Filing Summary

Organon & Co. interim CEO Joseph T. Morrissey Jr. exercised 9,752 Restricted Stock Units (RSUs) into common stock on March 29, 2026. Each RSU converts into one share of Organon common stock, and the award vests in three equal installments on March 29, 2025, 2026, and 2027. To satisfy tax obligations related to this vesting, 2,779 common shares were withheld at a reference price of $5.84 per share. After these compensation-related transactions, Morrissey holds 105,543.923 common shares directly, indicating this filing reflects routine equity award vesting and associated tax withholding rather than an open-market stock sale.

Positive

  • None.

Negative

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Insider Morrissey Joseph T. Jr.
Role Interim CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 9,752 $0.00 --
Exercise Common Stock 9,752 $0.00 --
Tax Withholding Common Stock 2,779 $5.84 $16K
Holdings After Transaction: Restricted Stock Units — 9,752 shares (Direct); Common Stock — 108,322.923 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. 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.
RSUs exercised 9,752 units Converted into Organon common stock on March 29, 2026
Shares withheld for taxes 2,779 shares Withheld at $5.84 per share to cover tax liability
Tax withholding price $5.84 per share Closing market price on March 27, 2026
Shares held after transaction 105,543.923 shares Direct Organon common stock ownership post-Form 4
Underlying common shares from RSUs 9,752 shares Each RSU equals one Organon common share
RSU vesting schedule 3 equal installments Vesting on March 29, 2025, 2026, and 2027
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.
Each RSU financial
"Each RSU represents a contingent right to receive one share of Organon common stock."
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.
total_shares_following_transaction financial
""total_shares_following_transaction": "105543.9230""
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*
Morrissey Joseph T. Jr.
(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)
Interim CEO
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 Stock03/29/2026M9,752A$0108,322.923D
Common Stock03/29/2026F2,779D$5.84(1)105,543.923D
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(2)03/29/2026M9,752 (3) (3)Common Stock9,752$09,752D
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 Joseph T. Morrissey, Jr.03/31/2026
** 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

FAQ

What insider transaction did Organon (OGN) interim CEO Joseph T. Morrissey Jr. report?

Joseph T. Morrissey Jr. reported exercising 9,752 Restricted Stock Units into Organon common stock. These units vested under a pre-set schedule and converted one-for-one into shares, reflecting routine compensation rather than an open-market stock purchase or sale.

How many Organon (OGN) shares does the interim CEO hold after this Form 4?

After the reported transactions, Joseph T. Morrissey Jr. holds 105,543.923 Organon common shares directly. This balance reflects the RSU conversion of 9,752 shares and the withholding of 2,779 shares to cover tax obligations tied to the vesting event.

Were any Organon (OGN) shares sold on the open market in this Form 4?

No open-market sales occurred. The filing shows shares acquired through RSU conversion and 2,779 shares withheld at $5.84 each to pay taxes. Tax withholding is an administrative disposition, not a discretionary market sale by the insider.

What price per share was used for Organon (OGN) tax withholding in this transaction?

The tax withholding used a price of $5.84 per Organon common share. This amount reflects the closing market price on March 27, 2026, as required by the RSU plan governing the award, and determined how many shares were withheld for taxes.

How do Organon (OGN) Restricted Stock Units work in this CEO award?

Each Restricted Stock Unit in this award represents a contingent right to receive one Organon common share. The RSUs vest and are distributed in three equal installments on March 29 of 2025, 2026, and 2027, providing staggered equity-based compensation over time.