Organon (NYSE: OGN) CIO exercises RSUs, 2,809 shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Organon & Co. Chief Information Officer Rachel A. Stahler exercised restricted stock units into common shares and had a portion withheld for taxes. On March 29, 2026, 8,200 restricted stock units converted into 8,200 shares of common stock, reflecting equity compensation vesting.

To cover tax obligations, 2,809 of those shares were automatically withheld at a price of $5.84 per share, rather than sold in the open market. After these routine compensation and tax-withholding transactions, Stahler directly held 103,701.292 shares of Organon common stock.

Insider Trade Summary

8,200 shares exercised/converted

Mixed 3 txns

Insider Stahler Rachel A

Role Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,200	$0.00	--
Exercise	Common Stock	8,200	$0.00	--
Tax Withholding	Common Stock	2,809	$5.84	$16K

Holdings After Transaction: Restricted Stock Units — 8,201 shares (Direct); Common Stock — 106,510.292 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: 8,200 units/shares Shares withheld for taxes: 2,809 shares Tax-withholding price: $5.84 per share +2 more

5 metrics

RSUs exercised 8,200 units/shares Restricted stock units converted to common stock on March 29, 2026

Shares withheld for taxes 2,809 shares Tax-withholding disposition at $5.84 per share on March 29, 2026

Tax-withholding price $5.84 per share Closing market price on March 27, 2026 used under the plan

Shares held after transactions 103,701.292 shares Direct Organon common stock ownership following March 29, 2026 events

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

Key Terms

Restricted Stock Units, tax-withholding disposition, contingent right, vest

4 terms

Restricted Stock Units financial

"The security title is listed as "Restricted Stock Units" for the derivative transaction."

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

"The transaction action is described as a "tax-withholding disposition" for the F-code entry."

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.

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 04:16 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^*

Stahler Rachel A

(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 Information 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		8,200	A	$0	106,510.292	D
Common Stock	03/29/2026		F		2,809	D	$5.84⁽¹⁾	103,701.292	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			8,200	⁽³⁾	⁽³⁾	Common Stock	8,200	$0	8,201	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 Rachel A. Stahler	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 Rachel A. Stahler?

Organon (OGN) reported that Chief Information Officer Rachel A. Stahler exercised 8,200 restricted stock units into common stock. These units represent equity compensation that vested, increasing her direct ownership in Organon through stock rather than cash-based pay.

How many Organon (OGN) shares did Rachel A. Stahler have withheld for taxes?

In connection with the RSU vesting, 2,809 Organon (OGN) common shares were withheld to satisfy tax obligations. This tax-withholding disposition is not an open-market sale, but an automatic share reduction used to pay required withholding taxes.

What price did Organon (OGN) use for the tax-withholding shares?

The tax-withholding shares for Organon (OGN) were valued at $5.84 per share. This reflects the closing market price of Organon common stock on March 27, 2026, as required by the equity compensation plan under which the restricted stock units were awarded.

How many Organon (OGN) shares does Rachel A. Stahler own after these transactions?

Following the RSU exercise and tax withholding, Rachel A. Stahler directly owns 103,701.292 Organon (OGN) common shares. This figure represents her post-transaction position and shows that she retains a substantial equity stake after covering associated tax obligations.

What do the Organon (OGN) restricted stock units granted to Rachel A. Stahler represent?

Each Organon (OGN) restricted stock unit represents a contingent right to receive one share of common stock. These RSUs vest and are distributed as shares in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027, according to the grant terms.

Is Rachel A. Stahler’s Organon (OGN) Form 4 transaction an open-market purchase or sale?

The Form 4 for Organon (OGN) shows a derivative exercise and tax-withholding disposition, not open-market buying or selling. RSUs converted into shares, and a portion of those shares was withheld to pay taxes, reflecting routine equity compensation administration.