Organon (OGN) HR chief converts 8,422 RSUs; 2,885 shares withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Organon & Co. Chief Human Resources Officer Aaron Falcione exercised restricted stock units into common shares as part of his equity compensation. On March 29, 2026, 8,422 Restricted Stock Units converted into 8,422 shares of common stock at a conversion price of $0.00 per share.
To cover tax obligations, 2,885 of these shares were disposed of through a tax-withholding transaction at $5.84 per share, rather than through an open-market sale. After these transactions, Falcione directly held 89,646.071 shares of Organon common stock.
Each Restricted Stock Unit represents a right to receive one share of Organon common stock, and these awards vest in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027, aligning the executive’s compensation with the company’s long-term performance.
Positive
- None.
Negative
- None.
Insider Trade Summary
8,422 shares exercised/converted
Mixed
3 txns
Insider
Falcione Aaron
Role
Chief Human Resources Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,422 | $0.00 | -- |
| Exercise | Common Stock | 8,422 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,885 | $5.84 | $17K |
Holdings After Transaction:
Restricted Stock Units — 8,422 shares (Direct);
Common Stock — 92,531.071 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: 8,422 units/shares
Tax-withholding shares: 2,885 shares
Tax-withholding price: $5.84 per share
+2 more
5 metrics
RSUs exercised
8,422 units/shares
Restricted Stock Units converted to common stock on March 29, 2026
Tax-withholding shares
2,885 shares
Shares disposed to cover taxes on March 29, 2026
Tax-withholding price
$5.84 per share
Value used for tax-withholding disposition
Shares held after transaction
89,646.071 shares
Direct Organon common stock ownership after March 29, 2026
Exercise price of RSUs
$0.00 per unit
Conversion price for 8,422 Restricted Stock Units
Key Terms
Restricted Stock Units, RSU, tax-withholding disposition, contingent right, +1 more
5 terms
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.
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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."
vest financial
"These RSUs vest and are distributed as shares of Organon common stock in three equal installments..."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
FAQ
What did Organon (OGN) executive Aaron Falcione report in this Form 4?
Aaron Falcione reported an equity compensation event. 8,422 Restricted Stock Units converted into 8,422 Organon common shares, with some shares withheld to pay taxes. This reflects scheduled vesting rather than an open-market stock purchase or sale.
What are the vesting dates of Aaron Falcione’s Organon (OGN) RSUs?
The Restricted Stock Units vest and are distributed as Organon common shares in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027, providing a staggered, long-term incentive structure for the executive.