Organon & Co.

04/02/2026 | Press release | Distributed by Public on 04/02/2026 14:07

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Holzbaur Lynette
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)
SVP and Corporate Controller
(Last) (First) (Middle)
C/O ORGANON & CO., 30 HUDSON STREET, FLOOR 33
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
(Street)
JERSEY CITY, NJ 07302
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/31/2026 M 4,252 A $ 0 22,813.427 D
Common Stock 03/31/2026 F 1,212 D $5.7(1) 21,601.427 D
Common Stock 03/31/2026 M 6,715 A $ 0 28,316.427 D
Common Stock 03/31/2026 F 1,914 D $5.7(1) 26,402.427 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 03/31/2026 A 75,125 (2) (2) Common Stock 75,125 $ 0 75,125 D
Restricted Stock Units (3) 03/31/2026 A 41,736 (3) (3) Common Stock 41,736 $ 0 41,736 D
Restricted Stock Units (4) 03/31/2026 M 4,252 (5) (5) Common Stock 4,252 $ 0 0 D
Restricted Stock Units (4) 03/31/2026 M 6,715 (6) (6) Common Stock 6,715 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holzbaur Lynette
C/O ORGANON & CO.
30 HUDSON STREET, FLOOR 33
JERSEY CITY, NJ 07302
SVP and Corporate Controller

Signatures

/s/ Tarnetta V. Jones, as Attorney-in-Fact for Lynette Holzbaur 04/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price is the closing market price for Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
(2) On March 31, 2026, the Reporting Person was granted 75,125 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.
(3) On March 31, 2026, the Reporting Person was granted 41,736 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.
(4) Each RSU represents a contingent right to receive one share of Organon common stock.
(5) On March 31, 2023, the Reporting Person was granted 12,755 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.
(6) On March 31, 2025, the Reporting Person was granted 20,147 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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