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Organon (NYSE: OGN) leader nets shares after 5,762 RSUs vest

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

Rhea-AI Filing Summary

Organon & Co. executive Nisita Vittorio exercised 5,762 Restricted Stock Units (RSUs) into common stock and covered taxes with shares. Each RSU converts into one share of Organon common stock. After these transactions, Vittorio directly holds 62,072.158 shares of Organon common stock.

A total of 1,974 common shares were withheld at a price of $5.84 per share to satisfy tax obligations, which is treated as a tax-withholding disposition rather than an open-market sale. The RSUs vest in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027, aligning share delivery with the executive’s multi‑year compensation schedule.

Positive

  • None.

Negative

  • None.
Insider Nisita Vittorio
Role Head of Global Business Svcs
Type Security Shares Price Value
Exercise Restricted Stock Units 5,762 $0.00 --
Exercise Common Stock 5,762 $0.00 --
Tax Withholding Common Stock 1,974 $5.84 $12K
Holdings After Transaction: Restricted Stock Units — 5,763 shares (Direct); Common Stock — 64,046.158 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 5,762 units RSUs converted into Organon common stock
Tax-withholding shares 1,974 shares Common shares withheld to cover tax obligations
Withholding price $5.84 per share Closing market price on March 27, 2026 for tax valuation
Shares owned after transactions 62,072.158 shares Direct Organon common stock holdings post-Form 4
RSU vesting schedule 3 equal installments Vesting on March 29, 2025, 2026, and 2027
Restricted Stock Units financial
"Organon & Co. executive Nisita Vittorio exercised 5,762 Restricted Stock Units (RSUs) into common stock"
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
"A total of 1,974 common shares were withheld at a price of $5.84 per share to satisfy tax obligations, which is treated as a 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.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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 →
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*
Nisita Vittorio
(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)
Head of Global Business Svcs
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 Stock03/29/2026M5,762A$064,046.158D
Common Stock03/29/2026F1,974D$5.84(1)62,072.158D
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)03/29/2026M5,762 (3) (3)Common Stock5,762$05,763D
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 Vittorio Nisita03/31/2026
** 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 did Organon (OGN) executive Nisita Vittorio report in this Form 4?

Vittorio exercised 5,762 Restricted Stock Units into Organon common stock and used 1,974 shares to cover taxes. These actions are part of routine equity compensation, not open-market buying or selling.

How many Organon (OGN) shares does Nisita Vittorio hold after these transactions?

Following the RSU conversion and tax withholding, Vittorio directly holds 62,072.158 shares of Organon common stock. This figure reflects updated ownership after the equity compensation settled and shares were withheld to pay related tax liabilities.

Were any of Nisita Vittorio’s Organon (OGN) transactions open-market sales or purchases?

No. The filing shows a derivative exercise of RSUs and a tax-withholding disposition at $5.84 per share. Tax withholding is an administrative transfer to cover obligations, not an open-market trade expressing a view on the stock.

How do Nisita Vittorio’s RSUs in Organon (OGN) vest over time?

The RSUs vest and are distributed as Organon common stock in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027. This structure ties compensation to multi‑year service and company performance.

What price was used for the tax-withholding shares in this Organon (OGN) filing?

The disposition price of $5.84 per share reflects the closing market price of Organon common stock on March 27, 2026. Plan rules required using this closing price to value the 1,974 shares withheld for tax obligations.