OGN / Organon & Co. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Table 1: Transaction Valuation

Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 3,982,218,576.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in Its Charter) New Jersey 46-4838035 46-4838035 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) 30 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302 (Ad

Conflict Minerals Report Organon & Co - For Year Ending December 31, 2025

Exhibit 1.01 Conflict Minerals Report Organon & Co - For Year Ending December 31, 2025 Company Overview This report has been prepared by the management of Organon & Co. (“Organon”). Organon is a global health care company that develops and delivers innovative health solutions through a portfolio of prescription therapies within women's health, biosimilars and established brands ("Organon Products"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

GLOBAL TERMS FOR 2026 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN

Exhibit 10.1 GLOBAL TERMS FOR 2026 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards. Name: ###PARTICIPANTNAME### Gran

GLOBAL TERMS FOR 2026 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN (INTERIM CHIEF EXECUTIVE OFFICER)

Exhibit 10.4 GLOBAL TERMS FOR 2026 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN (INTERIM CHIEF EXECUTIVE OFFICER) This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards.

GLOBAL TERMS FOR 2026 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN

Exhibit 10.2 GLOBAL TERMS FOR 2026 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: ###PARTICIPANTNAME### Grant

GLOBAL TERMS FOR 2026 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN (INTERIM CHIEF EXECUTIVE OFFICER)

Exhibit 10.3 GLOBAL TERMS FOR 2026 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN (INTERIM CHIEF EXECUTIVE OFFICER) This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Organon Reports Results for the First Quarter Ended March 31, 2026

Exhibit 99.1 Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the First Quarter Ended March 31, 2026 · First quarter 2026 revenue of $1.460 billion, down 4% as-reported and down 9% excluding the impact of foreign currency. · First quarter 2026 diluted earnings per sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2026 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2026 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of incorporation) (Commission File Numbe

Sun Pharma signs Definitive Agreement to Acquire Organon Organon stockholders to receive US$ 14.00 per share in cash The deal values Organon at EV of US$ 11.75 billion Combined Business leverages complementary portfolios and global scale for sustaine

EX-99.1 Exhibit 99.1 Sun Pharma signs Definitive Agreement to Acquire Organon Organon stockholders to receive US$ 14.00 per share in cash The deal values Organon at EV of US$ 11.75 billion Combined Business leverages complementary portfolios and global scale for sustained long-term value creation Mumbai, India, April 27, 2026 and Jersey City, New Jersey, April 26, 2026 – Sun Pharmaceutical Industr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2026 Organon & Co. (Exa

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

AGREEMENT AND PLAN OF MERGER entered into by and among ORGANON & CO., SUN PHARMACEUTICAL HOLDINGS USA, INC., SUN PHARMA AMERICA, INC. and, solely for purposes of the Covered Provisions, SUN PHARMACEUTICAL INDUSTRIES LIMITED, SUN PHARMA CANADA INC., a

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER entered into by and among ORGANON & CO., SUN PHARMACEUTICAL HOLDINGS USA, INC., SUN PHARMA AMERICA, INC. and, solely for purposes of the Covered Provisions, SUN PHARMACEUTICAL INDUSTRIES LIMITED, SUN PHARMA CANADA INC., and SUN PHARMA (NETHERLANDS) B.V. Dated as of April 26, 2026 TABLE OF CONTENTS Page ARTICLE I Definitions; Interpr

Appendix A Appendix B

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

COURTESY COPY OF OGN_PROXY_2026_HTML_ONLY

2026 Notice of Annual Meeting of Shareholders and Proxy Statementi Message to Our Shareholders On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2026 Annual Meeting of Shareholders on Tuesday, June 9, 2026 at 9 a.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

ORGANON & CO. LIST OF SUBSIDIARIES

Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2025. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2026 Organon & Co. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2026 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026 Organon & Co. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2025

Exhibit 99.1 Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2025 · Full year 2025 revenue of $6.2 billion, down 3% on both an as-reported basis and at constant currency · Full year 2025 diluted earnings per share

Fourth Quarter and Full Year 2025 Earnings Organon

Exhibit 99.2 Fourth Quarter and Full Year 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Non - GAAP Financial Measures This presentation contains “non - GAAP financial measures,” which are financial measures that either exclude or include amounts t hat are correspondingly not excluded or included in the most directly comparable measures calculated and presented in accordance

Organon Reports Results for the Third Quarter Ended September 30, 2025

Exhibit 99.1 Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Third Quarter Ended September 30, 2025 · Third quarter 2025 revenue of $1.602 billion, up 1% as-reported and down 1% excluding the impact of foreign currency · Third quarter 2025 diluted earnings per s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Third Quarter 2025 Earnings Organon

Exhibit 99.2 Third Quarter 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Non - GAAP Financial Measures This presentation contains “non - GAAP financial measures,” which are financial measures that either exclude or include amounts t hat are correspondingly not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. gener

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2025 Organon & Co. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 Organon & Co. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2025 (October 26, 2025) Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction

Organon Appoints Company Executive Joseph Morrissey as Interim CEO and Board Chair Carrie Cox as Executive Chair; Announces Results of Audit Committee Investigation

Exhibit 99.1 Press Release Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Appoints Company Executive Joseph Morrissey as Interim CEO and Board Chair Carrie Cox as Executive Chair; Announces Results of Audit Committee Investigation Jersey City, NJ, October 27, 2025 - Organon (NYSE: OGN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2025 Organon & Co. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

Organon & Co. Executive Severance Program, as amended and restated on April 15, 2025

Exhibit 10.3 Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the “Plan”) as amended and restated effective April 15, 2025. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its wholly owned subsi

Organon & Co. Executive Change in Control Severance Program, as amended and restated on April 15, 2025

Exhibit 10.2 Organon Executive Change in Control Severance Program This document sets forth the terms of the Organon Executive Change in Control Severance Program (as the same may be amended, the “Plan”) as amended and restated on April 15, 2025. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

Second Quarter 2025 Earnings Organon

Exhibit 99.2 Second Quarter 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl

Organon Reports Results for the Second Quarter Ended June 30, 2025

Exhibit 99.1 Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Second Quarter Ended June 30, 2025 · Second quarter 2025 revenue of $1.594 billion · Second quarter 2025 diluted earnings per share of $0.56 and non-GAAP Adjusted diluted earnings per share of $1.00; G

As filed with the Securities and Exchange Commission on June 13, 2025

As filed with the Securities and Exchange Commission on June 13, 2025 Registration No.

Filing Fee Tables

Calculation of Filing Fee Tables S-8 Organon & Co. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share ("Common Stock") Other 7,800,000 $ 9.98 $ 77,844,000.00 0.0001531 $ 11,917.92 T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in Its Charter) New Jersey 46-4838035 46-4838035 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation or Organization) 30 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302 (Ad

Exhibit 1.01 - Conflict Minerals Report for the period from January 1, 2024 to December 31, 2024, as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report Organon & Co. - For Year Ending December 31, 2024 Company Overview This report has been prepared by the management of Organon & Co. (“Organon”). Organon is a global health care company that develops and delivers innovative health solutions through a portfolio of prescription therapies within women's health, biosimilars and established brands ("Organon Products

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employ

US Food and Drug Administration (FDA) Grants Interchangeability Designation to Samsung Bioepis and Organon HADLIMA™ (adalimumab-bwwd) Injection

Exhibit 99.1 US Food and Drug Administration (FDA) Grants Interchangeability Designation to Samsung Bioepis and Organon HADLIMA™ (adalimumab-bwwd) Injection 05/27/2025 · HADLIMA™ (adalimumab-bwwd) injection, 40 mg/0.4 mL & 40 mg/0.8 mL is now interchangeable with all high- and low-concentration presentations (autoinjector, prefilled syringe, and single-dose vial) of Humira (adalimumab)1,2 · The in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Organon Reports Results for the First Quarter Ended March 31, 2025 Company affirms full year 2025 financial guidance, resets dividend payout to strengthen capital structure

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Renee McKnight (551) 204-6129 Organon Reports Results for the First Quarter Ended March 31, 2025 Company affirms full year 2025 financial guidance, resets dividend payout to strengthen capital structure · Guidance ranges for full year 2025 revenue and Adjusted EBIT

First Quarter 2025 Earnings Organon

Exhibit 99.2 First Quarter 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Organon & Co. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Appendix A Appendix B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Organon Appoints Ramona A. Sequeira to the Company’s Board of Directors

Exhibit 99.1 News Release Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen (732) 675-8448 Organon Appoints Ramona A. Sequeira to the Company’s Board of Directors JERSEY CITY, N.J.- (BUSINESS WIRE) - April 15, 2025 - Organon (NYSE: OGN) a global healthcare company with a focus on women’s health, today announced the appointment of Ramona A.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl

Organon Non-Employee Director Savings

Exhibit 10.15 ORGANON NON-EMPLOYEE DIRECTOR SAVINGS PLAN (Effective and Amended and Restated as of January 1, 2025) TABLE OF CONTENTS ARTICLE I. PURPOSE 1 ARTICLE II. DEFERRALS AND DISTRIBUTION SCHEDULE 1 ARTICLE III. VALUATION OF DEFERRED AMOUNTS. 2 ARTICLE IV. REDESIGNATION WITHIN A DEFERRAL ACCOUNT 3 ARTICLE V. PAYMENT OF DEFERRED AMOUNTS 3 ARTICLE VI. DESIGNATION OF BENEFICIARY 4 ARTICLE VII.

List of Subsidiaries

Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2024. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon

Performance Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan

Exhibit 10.34 GLOBAL TERMS FOR 2025 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards. Name: ###PARTICIPANTNAME### Gra

Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028

Exhibit 4.16 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte

the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 6.750% Senior Secured Notes due 2034

Exhibit 4.25 SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v) Organon Inte

First Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International

Exhibit 4.26 SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v) Organon Inte

Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031

Exhibit 4.17 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte

Third Supplemental Indenture, dated as of July 30, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028

Exhibit 4.15 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte

Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Stock Default)

Exhibit 10.35 GLOBAL TERMS FOR 2025 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: ###PARTICIPANTNAME### Gran

Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Cash Default)

Exhibit 10.36 GLOBAL TERMS FOR 2025 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: ###PARTICIPANTNAME### Gran

Insider Trading Policy

Corporate Policy 11: Insider Trading What You Need to Know We don’t trade in the securities of Organon & Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

Amendment No. 3 to Senior Secured Credit Agreement, dated as of December 20, 2024, Organon & Co., Organon Foreign Debt Co-Issuer B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

Exhibit 10.8 AMENDMENT NO. 3 TO SENIOR SECURED CREDIT AGREEMENT This AMENDMENT NO. 3 TO SENIOR SECURED CREDIT AGREEMENT, dated as of December 20, 2024 (this “Amendment”), is entered into among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid registered with the trade register of the Dutch

the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028

Exhibit 4.19 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v

the subsidiary guarantors party thereto, Dermavant Sciences, Inc., and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028

Exhibit 4.18 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v

Non-Qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan

Exhibit 10.33 GLOBAL TERMS FOR 2025 NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the stock option granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document. Different terms may apply to any prior or future stock option. Name: ###PARTICIPANTNAME### Grant Type: Non-Qualified S

Fourth Supplemental Indenture, dated as of December 31, 2024, among Organon & Co., Organon 2 LLC, Organon Pharma Holdings II LLC, Organon Finance LLC, and (v) Organon International

Exhibit 4.20 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

Fourth Quarter and Full Year 2024 Earnings Organon

Exhibit 99.2 Fourth Quarter and Full Year 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about manageme

Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2024

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2024 · Full year 2024 revenue of $6.4 billion, up 2% as-reported and 3% at constant currency · Full year 2024 diluted earnings per share of $3.33 and non-G

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

Update on FDA Review of VTAMA® (tapinarof) Cream, 1% for the Treatment of Atopic Dermatitis in Adults and Children 2 Years of Age and Older

Exhibit 99.1 News Release Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kim Hamilton (908) 391-0131 Update on FDA Review of VTAMA® (tapinarof) Cream, 1% for the Treatment of Atopic Dermatitis in Adults and Children 2 Years of Age and Older JERSEY CITY, N.J., November 5, 2024 – Organon (NYSE: OGN), a global healthcare company with a mission to impr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Organon & Co. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em

Organon Reports Results for the Third Quarter Ended September 30, 2024

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Third Quarter Ended September 30, 2024 · Third quarter 2024 revenue of $1.582 billion, up 4% as-reported and up 5% at constant currency · Third quarter 2024 diluted earnings per share of $1.38 and non-GA

Third Quarter 2024 Earnings Organon

Exhibit 99.2 Third Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectatio

Agreement and Plan of Merger, dated September 17, 2024, by and among Organon & Co., Organon Bermuda Ltd., Dermavant Sciences Ltd. and Roivant Sciences Ltd.

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH“[***]”TO INDICATE THE OMISSION. EXECUTION VERSION AGREEMENT AND PL

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

Form of Global Terms for 2024 Performance Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan

GLOBAL TERMS FOR [] PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards. Name Grant Type PSU Grant Date Performance Peri

Form of Global Terms for 2024 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Stock Default)

GLOBAL TERMS FOR []RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: Grant Type: RSU Units Granted: Grant Date:

Form of Global Terms for 2024 Non-Qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan

GLOBAL TERMS FOR [] NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO.

Form of Global Terms for 2024 Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Cash Default)

GLOBAL TERMS FOR [ ] RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: Grant Type: RSU Units Granted: Grant Date

Second Quarter 2024 Earnings Organon

Exhibit 99.2 Second Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat

Organon Reports Results for the Second Quarter Ended June 30, 2024

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Second Quarter Ended June 30, 2024 · Second quarter 2024 revenue of $1.607 billion, flat year-over-year on an as-reported basis and up 2% at constant currency · Second quarter 2024 diluted earnings per s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl

LETTER

United States securities and exchange commission logo June 25, 2024 Matthew Walsh Chief Financial Officer Organon & Co.

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30 Hudson Street Jersey City, NJ 07302 June 6, 2024 Gary Newberry Tara Harkins Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Organon & Co. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

Exhibit 1.01 - Conflict Minerals Report for the period from January 1, 2023 to December 31, 2023, as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report Organon & Co. - For Year Ending December 31, 2023 Company Overview This report has been prepared by the management of Organon & Co. (“Organon”). Organon is a global health care company formed through a spinoff from Merck & Co., Inc., of Kenilworth, New Jersey, USA (“Merck”) to focus on improving the health of women throughout their lives. Organon develops and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in its Charter) New Jersey 46-4838035 46-4838035 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) 30 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302 (Ad

LETTER

United States securities and exchange commission logo May 23, 2024 Matthew Walsh Chief Financial Officer Organon & Co.

Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.3 Execution Version INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, 7.875% SENIOR NOTES DUE 2034 TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 42 Section 1.03 Rules of Cons

Amendment No. 2 to Senior Secured Credit Agreement and Amendment to Security Agreement, Organon & Co., Organon Foreign Debt Co-Issuer B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

  Exhibit 10.1   EXECUTION VERSION   Amendment no. 2 to SENIOR SECURED CREDIT Agreement AND AMENDMENT TO SECURITY AGREEMENT   This AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT, dated as of May 17, 2024 (this “Amendment”), is entered into among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

Indenture, dated as of May 17, 2024, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

Exhibit 4.1 Execution Version INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent, 6.750% SENIOR SECURED NOTES DUE 2034 TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions

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May 14, 2024 Gary Newberry Tara Harkins Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

First Quarter 2024 Earnings Organon

Exhibit 99.2 First Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectati

Organon Reports Results for the First Quarter Ended March 31, 2024

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the First Quarter Ended March 31, 2024 • First quarter 2024 revenue of $1,622 million, up 5% on an as-reported basis and 7% at constant currency • First quarter 2024 diluted earnings per share of $0.78 and n

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe

LETTER

United States securities and exchange commission logo April 30, 2024 Matthew Walsh Chief Financial Officer Organon & Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

DEF 14A

2024 Notice of Annual Meeting of Shareholders and Proxy Statement Message to Our Shareholders On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2024 Annual Meeting of Shareholders on Tuesday, June 4, 2024 at 9 a.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

List of Subsidiaries

Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2023. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon

(incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K (File No. 001-40235) filed on February 26, 2024)

[Organon] Confidential Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the “Plan”) as amended and restated effective February 8, 2024.

Form of Executive Separation Agreement

[Organon] Confidential To: Subject: SEPARATION AGREEMENT AND GENERAL RELEASE Date: This memorandum will confirm that your employment at Organon & Co.

Organon & Co. Dodd-Frank Policy On Recoupment Of Incentive Compensation

ORGANON & CO. DODD-FRANK POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Organon & Co. (the “Company”) has adopted this Dodd-Frank Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E

Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2023

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2023 · Full year 2023 revenue of $6.3 billion, up 1% as-reported and 3% at constant currency · Full year 2023 diluted earnings per share of $3.99 and non-GAAP

[Organon] Confidential Fourth Quarter and Full Year 2023 Earnings Organon

Exhibit 99.2 [Organon] Confidential Fourth Quarter and Full Year 2023 Earnings Organon [Organon] Confidential Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including

OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01627-organonco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Organon & Co Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

OGN / Organon & Co. / Mawer Investment Management Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Organon & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 68622V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

OGN / Organon & Co. / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXIT FILING ORGANON & CO (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 68622V106 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X) R

OGN / Organon & Co. / BlackRock Inc. Passive Investment

SC 13G/A 1 us68622v1061012324.txt us68622v1061012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Organon & Co. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68622V106 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

OGN / Organon & Co. / BlackRock Inc. Passive Investment

SC 13G/A 1 us68622v1061110623.txt us68622v1061110623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Organon & Co. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68622V106 - (CUSIP Number) October 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

Organon Reports Results for the Third Quarter Ended September 30, 2023

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Third Quarter Ended September 30, 2023 • Third quarter 2023 revenue of $1,519 million • Third quarter 2023 diluted earnings per share of $0.23 and non-GAAP Adjusted diluted earnings per share of $0.87 • Adj

[Organon] Confidential Third Quarter 2023 Earnings Organon

Exhibit 99.2 [Organon] Confidential Third Quarter 2023 Earnings Organon [Organon] Confidential Disclaimer statement, cont. Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but no

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Organon & Co. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Second Quarter 2023 Earnings Organon

Exhibit 99.2 Second Quarter 2023 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectati

Organon Reports Results for the Second Quarter Ended June 30, 2023

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Second Quarter Ended June 30, 2023 • Second quarter 2023 revenue of $1,608 million • Second quarter 2023 diluted earnings per share of $0.95 and non-GAAP Adjusted diluted earnings per share of $1.31 • Adjus

Amendment No. 1 to Senior Secured Credit Agreement, dated as of June 30, 2023, to the Credit Agreement by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and the L/C Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40235) filed on July 7, 2023).

Exhibit 10.1 AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (this “Agreement”), dated as of June 30, 2023, is made by and among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Borrower”

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Organon & Co. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co.

Organon Reports Results for the First Quarter Ended March 31, 2023

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the First Quarter Ended March 31, 2023 · First quarter 2023 revenue of $1,538 million · First quarter 2023 diluted earnings per share of $0.69 and non-GAAP Adjusted diluted earnings per share of $1.08 · Both re

First Quarter 2023 Earnings Organon

Exhibit 99.2 First Quarter 2023 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this press release includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

DEF 14A

2023 Notice of Annual Meeting of Shareholders and Proxy StatementMessagefromOurChairmanoftheBoard DearOrganonShareholders, OnbehalfofmyfellowDirectors,IwanttothankyouforyourtrustandinvestmentinOrganon.

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UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 Form10-K (MarkOne) ☒ AN A A N N UALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022 OR ☐ TRA R NSITI A A ONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfr f f omto CommissionFileNo.001-40235 Organon&Co. (Exactnameofregistrantasspecifiedini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

List of Subsidiaries

Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2022. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon

Fourth Quarter and Full Year 2022 Earnings Organon

Exhibit 99.2 Fourth Quarter and Full Year 2022 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information herein, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2022

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2022 · Full year 2022 revenues of $6.2 billion; all three franchises contribute to growth on constant currency basis · Full year 2022 diluted earnings per sha

OGN / Organon & Co. / Mawer Investment Management Ltd. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Organon & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 68622V106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

OGN / Organon & Co. / STATE STREET CORP Passive Investment

SC 13G 1 OrganonandCo.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING ORGANON & CO (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 68622V106 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH

OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01595-organonco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

OGN / Organon & Co. / BlackRock Inc. Passive Investment

us68622v1061020723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Organon & Co. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68622V106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Amended and Restated Bylaws of Organon & Co. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on December 9, 2022)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS of Organon & Co. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1?????????Registered Office. The registered office of Organon & Co. (the ?Corporation?) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?). Section 1.2?????????Ot

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon &

[Organon] Confidential Q3 2022 Earnings Organon

Exhibit 99.2 [Organon] Confidential Q3 2022 Earnings Organon [Organon] Confidential Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statemen

Organon reports results for the third quarter ended September 30, 2022

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Organon reports results for the third quarter ended September 30, 2022 · Third quarter 2022 revenues of $1,537 million · Third quarter diluted earnings per share from continuing operations of $0.89 and non-GAAP adjusted diluted earnings per share from continuing op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Organon & Co. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co.

Q2 2022 Earnings Organon

Exhibit 99.2 Q2 2022 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management?s expectati ons about Orga

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Organon reports results for the second quarter ended June 30, 2022

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the second quarter ended June 30, 2022 ? Second quarter 2022 revenues of $1,585 million ? Second quarter diluted earnings per share from continuing operations of $0.92 and non-GAAP adjusted diluted earnings p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co.

Organon & Co. Moderator: Ali, Kevin May 5, 2022 08:30 AM ET

Exhibit 99.1 Organon & Co. Moderator: Ali, Kevin May 5, 2022 08:30 AM ET OPERATOR: This is Conference # 6895016 Operator: Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the Organon First Quarter 2020 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks there will be a question-a

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati

Organon reports results for the first quarter ended March 31, 2022

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the first quarter ended March 31, 2022 ? First quarter 2022 revenue of $1,567 million ? Net income from continuing operations of $348 million, or $1.36 per diluted share; Adjusted net income from continuing o

Q1 2022 Earnings Organon

Exhibit 99.2 Q1 2022 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management?s expectati ons about Orga

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d189192ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

List of Subsidiaries

Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES The following are subsidiaries of Organon & Co. as of December 31, 2021. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon Argentina S.R.L.* Argentina Organon Pharma Pty Ltd Australia Organon Austria GmbH Austria Organon Belgium BV Belgium Schering-Plough Labo NV Belgium Organon BH d.o.o. Bosnia Organon Farma

Form of Specimen Common Stock Certificate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa

Description of Registrant's Securities (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K (File No. 001-40235) filed on March 21, 2022)

Exhibit 4.2 DESCRIPTION OF SECURITIES General Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share (our ?Common Stock?), and 25,000,000 shares of preferred stock, par value $0.01 per share. We do not have any preferred stock issued and outstanding. For more detailed information, please see our Amended and Restated Certificate of Incorporation and A

Supplemental License Agreement (Nexplanon Rod Technology) by and between Merck Sharp & Dohme B.V. and Merck Sharp & Dohme RT B.V., dated December 13, 2021 (filed on March 21, 2022)

Execution Copy Exhibit 10.35 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUPPLEMENTAL LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY) This Supplemental License Agreement (this ?Agreement?), dated as of 13 December 2021 (the ?Effective Date?) is enter

Power of Attorney (included on signature page)

Exhibit 24.1 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORGANON & CO. March 21, 2022 /s/ Matthew Walsh Matthew Walsh Chief Financial Officer We, the undersigned directors and officers of Organon, hereby severally constitute Kevin Ali and Matth

Organon reports results for the fourth quarter and full year ended December 31, 2021 Nexplanon®(etonogestrel implant), fertility, biosimilars grew double digits for full year

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the fourth quarter and full year ended December 31, 2021 Nexplanon?(etonogestrel implant), fertility, biosimilars grew double digits for full year ? Full year 2021 revenue of $6.3 billion ? Income from contin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Q4 and Full Year 2021 Earnings Organon

Exhibit 99.2 Q4 and Full Year 2021 Earnings Organon Disclaimer statement This text should be viewed in conjunction with Organon?s Full Year/ Q 4 2021 earnings call 2 Safe Harbor for Forward - Looking Statements Except for historical information herein, this news release includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigatio

OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

OGN / Organon & Co. / BlackRock Inc. Passive Investment

us68622v1061020422.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Organon & Co. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68622V106 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Organon reports results for the third quarter ended September 30, 2021

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the third quarter ended September 30, 2021 ? Third quarter 2021 revenue of $1,600 million ? Net income from continuing operations of $323 million, or $1.27 per diluted share; Adjusted net income from continui

Form of Global Terms for 2021 Restricted Stock Unit Grants Under the Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.21 to Organon's Quarterly Report on Form 10-Q (File No. 001-40235) filed November 12, 2021)

Exhibit 10.21 Attachment H-4 GLOBAL TERMS FOR 2021 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (?RSU?) award granted to you by Organon & Co. (?Organon? or the ?Company?) and specified in this document (?RSU Award?). Different terms may apply to any prior or future RSU awards. I.GENERAL INFORMA

Organon & Co. Moderator: Ali, Kevin November 11, 2021 08:30 AM ET

Exhibit 99.2 Organon & Co. Moderator: Ali, Kevin November 11, 2021 08:30 AM ET OPERATOR: This is Conference # 2594964 Operator: Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the "Organon Third Quarter 2021 Earnings Conference Call." All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a q

Form of Global Terms for 2021 Performance Share Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.22 to Organon's Quarterly Report on Form 10-Q (File No. 001-40235) filed November 12, 2021)

Exhibit 10.22 Attachment E-4 GLOBAL TERMS FOR 2021 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN I.GENERAL INFORMATION These Performance Share Units (?PSUs?) are granted under and subject to the Global Terms for 2021 Performance Share Unit Award, including any additional terms and conditions for Grantee?s country in Appendix A (the ?Award Terms?) and the Organon &

Organon Non-Employee Director Savings Plan (incorporated by reference to Exhibit 10.20 to Organon's Quarterly Report on Form 10-Q (File No. 001-40235) filed on November 12, 2021)

Exhibit 10.20 ORGANON NON-EMPLOYEE DIRECTOR SAVINGS PLAN TABLE OF CONTENTS ARTICLE I. PURPOSE 1 ARTICLE II. DEFERRALS AND DISTRIBUTION SCHEDULE 1 ARTICLE III. VALUATION OF DEFERRED AMOUNTS 2 ARTICLE IV. REDESIGNATION WITHIN A DEFERRAL ACCOUNT 3 ARTICLE V. PAYMENT OF DEFERRED AMOUNTS 3 ARTICLE VI. DESIGNATION OF BENEFICIARY 4 ARTICLE VII. PLAN AMENDMENT OR TERMINATION 4 ARTICLE VIII. SECTION 409A C

Form of Global Terms for 2021 Non-qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.23 to Organon's Quarterly Report on Form 10-Q (File No. 001-40235) filed on November 12, 2021

Exhibit 10.23 Attachment E-5 GLOBAL TERMS FOR 2021 NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the stock option granted to you by Organon & Co. (?Organon? or the ?Company?) and specified in this document. Different terms may apply to any prior or future stock option. I.GENERAL INFORMATION A.Grant Document T

Q3 2021 Earnings Organon

Exhibit 99.3 Q3 2021 Earnings Organon Disclaimer statement This text should be viewed in conjunction with Organon?s Q3 2021 earnings call 2 Safe Harbor for Forward - Looking Statements Except for the historical information herein, this presentation of Organon & Co. (the ?company?) includes ?forward - looking state ments? within the meaning of the safe harbor provisions of the U.S. Private Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

3DQWRQH Š 8 &0<. 3DQWRQH Š 5XELQH 5HG8 &0<. 3DQWRQH 8 &0<. 3DQWRQH Š 8 &0<. 5% Q2 2021 Earnings Organon

Exhibit 99.2 3DQWRQH ? 8 &0<. 3DQWRQH ? 5XELQH 5HG8 &0<. 3DQWRQH 8 &0<. 3DQWRQH ? 8 &0<. 5% Q2 2021 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for the historical information herein, this presentation of Organon & Co. (the ?company?) includes ?forward - looking state ments? within the meaning of the safe harbor provisions of the U.S. Private Securities

Organon reports results for the second quarter ended June 30, 2021 and announces inaugural dividend

Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the second quarter ended June 30, 2021 and announces inaugural dividend ? Second quarter 2021 revenue of $1,595 million ? Net income from continuing operations of $431 million, or $1.70 per diluted share; Adj

OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: June 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d-1(c)

Organon Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation

Exhibit 99.1 Organon Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation JERSEY CITY, N.J. ? June 29, 2021 ? Organon (NYSE: OGN) has been notified of an unsolicited mini-tender offer by TRC Capital Investment Corporation (?TRC?) to purchase up to 3,000,000 shares of Organon common stock from Organon stockholders, representing approximately 1.18% of t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co.

Organon & Co. Executive Severance Program

Exhibit 10.19 Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the ?Plan?) as in effect on June 2, 2021. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its wholly owned subsidiaries who are det

Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031

EX-10.13 17 d49288dex1013.htm EX-10.13 Exhibit 10.13 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Or

Organon & Co. Executive Change in Control Severance Program

Exhibit 10.18 Organon Executive Change in Control Severance Program This document sets forth the terms of the Organon Executive Change in Control Severance Program (as the same may be amended, the ?Plan?) as in effect on June 2, 2021. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its w

Transition Services Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co.

Exhibit 10.3 EXECUTION VERSION MERCK TO ORGANON TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?), dated as of June 2, 2021 (the ?Effective Date?) is entered into by and between Organon LLC, a Delaware limited liability company (?Organon?), and MSD International GmbH, a limited liability company organized under the laws of Switzerland (?Merck? and together with Or

Separation and Distribution Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021

Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE SEPARATION 15 Section 2.01 Governance and Listing of Organon 15 Section 2.02 The Separation 16 Section 2.03 IOM and Deferred Markets 17 Section 2.04 Delayed Transfers

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Certificate of Incorporation of Organon & Co.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Organon & Co. (a Delaware corporation) Organon & Co., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), as it may be amended, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the corporation is Organon

Form of 4.125% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

Exhibit 10.6 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, 4.125% SENIOR SECURED NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section

Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028

Exhibit 10.11 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Organon USA LLC, a New Jersey limited lia

Second Supplemental Indenture, dated as of June 2, 2021, among Organon LLC, Organon Global Inc., Organon Trade LLC, Organon Pharma Holdings LLC, Organon USA LLC, Organon Canada Holdings LLC, Organon & Co., Organon Foreign Debt Co-Issuer B.V. and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028

Exhibit 10.12 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Organon USA LLC, a New Jersey limited lia

Organon & Co. 2021 Incentive Stock Plan

Exhibit 10.16 ORGANON & CO. 2021 INCENTIVE STOCK PLAN (Effective May 28, 2021) 1. PURPOSE The Plan is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affiliates an

Organon & Co. Annual Incentive Plan

Exhibit 10.17 ORGANON & CO. ANNUAL INCENTIVE PLAN I. PURPOSE The Organon & Co. Annual Incentive Plan (the ?Plan?) is designed to motivate and reward employees of the Company who do not participate in the Sales Incentive Plan or generally any other incentive plan of the Company to achieve high levels of performance by rewarding performance that has a positive impact on the activities of the Company

Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021

Exhibit 10.15 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of , 2021 (the ?Effective Date?) by and between Organon & Co., a Delaware corporation (the ?Company?), and (the ?Indemnitee?). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental

As filed with the Securities and Exchange Commission on June 3, 2021

As filed with the Securities and Exchange Commission on June 3, 2021 Registration No.

First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee, with respect to 5.125% Senior Notes due 2031

EX-10.10 14 d49288dex1010.htm EX-10.10 Exhibit 10.10 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijk

First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee and collateral agent, with respect to 4.125% Senior Secured Notes due 2028

Exhibit 10.9 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the ?Company? or the ?Issuer?) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register

Transition Services Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co.

Exhibit 10.4 EXECUTION VERSION ORGANON TO MERCK TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?), dated as of June 2, 2021 (the ?Effective Date?) is entered into by and between Merck Sharp & Dohme Corp., a New Jersey corporation (?Merck?), and Organon International GmbH, a limited liability company organized under the laws of Switzerland (?Organon? and together w

First Supplemental Indenture, dated as of June 2, 2021, among Organon & Co., Organon Foreign Debt Co-Issuer B.V., Organon Finance 1 LLC and U.S. Bank National Association, as trustee and collateral agent, with respect to 2.875% Senior Secured Notes due 2028

Exhibit 10.8 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the ?Company? or the ?Issuer?) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register

Form of 2.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

EX-10.5 9 d49288dex105.htm EX-10.5 Exhibit 10.5 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, and ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Principal Paying Agent, Transfer Agent

Tax Matters Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co.

Exhibit 10.1 TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO. TAX MATTERS AGREEMENT This Tax Matters Agreement (the ?Agreement?) is entered into as of the 2 day of June, 2021, by and between Merck & Co., Inc. (?Merck?), a New Jersey corporation, and Organon & Co. (?Organon? and, together with Merck, the ?Parties?), a Delaware corporation. R E C I T A L S WHEREAS, Merck?s Bo

Amended and Restated Bylaws of Organon & Co.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS of Organon & Co. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Organon & Co. (the ?Corporation?) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?). Section 1.2 Other Offices. The

Form of 5.125% Senior Notes due 2031 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021)

Exhibit 10.7 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), and U.S. BANK NATIONAL ASSOCIATION, as Trustee, 5.125% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.

Employee Matters Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co.

Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 8 Section 2.01 Allocation of Liabilities 8 Section 2.02 Employment with Organon 10 Section 2.03 Establishment of Organon Plans 12 Section 2.04 Post-Distribution Organon Employees

Organon Launches as New Global Women’s Health Company Only company of its size focused on women’s health Launching with a commitment to listen to women to understand her health needs and help identify solutions that are urgently needed

Exhibit 99.2 News Release Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon Launches as New Global Women?s Health Company Only company of its size focused on women?s health Launching with a commitment to listen to women to understand her health needs and help identify solutions that are urg

Senior Secured Credit Agreement, dated as of June 2, 2021, by and among Organon & Co., Organon Foreign Debt Co-Issuer B.V., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and the L/C Issuers and Lenders party thereto

Exhibit 10.14 Execution Version SENIOR SECURED CREDIT AGREEMENT Dated as of June 2, 2021, among ORGANON & CO., as Lead Borrower, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., MORGAN STANLEY BANK N.A., BANK OF AMERICA, N.A., BNP PARIBAS, CITIBANK, N.A., CREDIT SUISSE AG, NEW YORK BRANCH, DEUTS

REDACTED EXHIBIT

May 7, 2021 Kevin Ali Chief Executive Officer Organon & Co. 30 Hudson Street Jersey City, NJ 07302 Re: Organon & Co. Form 10 Exhibit No. 10.4-10.6 and 10.10-10.12 Filed March 17, 2021 File No. 001-40235 Dear Mr. Ali: We have concluded our assessment of your redacted exhibits for compliance with applicable form requirements and will process your supplemental response and related materials in accord

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- NYSE CERTIFICATION

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May 5, 2021

May 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & Co. Registration Statement on Form 10-12B File No. 001-40235 (the ?Registration Statement?) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Org

Amendment No. 2

10-12B/A As filed with the Securities and Exchange Commission on April 29, 2021 File No.

Form of Employee Matters Agreement by and between Merck & Co., Inc. and Organon & Co.

Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 8 Section 2.01 Allocation of Liabilities 8 Section 2.02 Employment with Organon 10 Section 2.03 Establishment of Organon Plans 12 Section 2.04 Post-Distribution Organon Employees

Information Statement, filed by Organon & Co. (File No. 001-40235), as Exhibit 99.1 to the Form 10, dated April 29, 2021

Table of Contents Exhibit 99.1 May 7, 2021 Dear Merck Shareholder: On May 7, 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women?s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will continue to aspire to be the premier research-intensive global biopharmaceutical company focused on

Letter Agreement between Kevin Ali and Merck & Co., Inc. dated October 14, 2020**

Exhibit 10.15 October 14, 2020 Kevin Ali 2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A. T: 908-740-4000 E: [email protected] merck.com October 14, 2020 Dear Kevin, It is my pleasure to offer you the position of Chief Executive Officer of Organon & Co. (?Organon?) (the ?Position?), an independent publicly traded company which will aspire to become the world?s leading Women?s Health comp

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com April 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & Co. Amendment No. 1 to Form 10-12B Filed on April 14, 2021 File No. 001-40235 CIK No. 0001821825 Dear Mr. Edwards: On beh

Letter Agreement between Matthew M. Walsh and Merck Sharp & Dohme Corp. dated March 24, 2020**

Exhibit 10.16 March 24, 2020 INVENTING FOR LIFE Matthew M. Walsh 2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A. T: 908-740-4000 E: [email protected] merck.com Dear Matt: It is my pleasure to offer you a position with Merck Sharp & Dohme Corp., (?Merck? or the ?Company?) a wholly-owned subsidiary of Merck & Co., Inc. At Merck, we see ourselves as a company inspired to invent. We are det

Form of Organon & Co. 2021 Incentive Stock Plan**

EX-10.13 Exhibit 10.13 ORGANON & CO. 2021 INCENTIVE STOCK PLAN (Effective May 24, 2021) 1. PURPOSE The Plan is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affi

LETTER

United States securities and exchange commission logo April 20, 2021 Kevin Ali Chief Executive Officer Organon & Co.