SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WALSH MATTHEW M

(Last)

(First)

(Middle)

C/O ORGANON & CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY

NEW JERSEY

07302

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		M		12,047	A	$0	202,707	D
Common Stock	03/31/2026		F		4,127	D	$5.7⁽¹⁾	198,580	D
Common Stock	03/31/2026		M		21,546	A	$0	220,126	D
Common Stock	03/31/2026		F		7,380	D	$5.7⁽¹⁾	212,746	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/31/2026		A		321,368		⁽²⁾	⁽²⁾	Common Stock	321,368	$0	321,368	D
Restricted Stock Units	⁽³⁾	03/31/2026		A		83,472		⁽³⁾	⁽³⁾	Common Stock	83,472	$0	83,472	D
Restricted Stock Units	⁽⁴⁾	03/31/2026		M			12,047	⁽⁵⁾	⁽⁵⁾	Common Stock	12,047	$0	0	D
Restricted Stock Units	⁽⁴⁾	03/31/2026		M			21,546	⁽⁶⁾	⁽⁶⁾	Common Stock	21,546	$0	43,094	D

Explanation of Responses:

1. The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.

2. On March 31, 2026, the Reporting Person was granted 321,368 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

3. On March 31, 2026, the Reporting Person was granted 83,472 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.

4. Each RSU represents a contingent right to receive one share of Organon common stock.

5. On March 31, 2023, the Reporting Person was granted 36,139 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.

6. On March 31, 2025, the Reporting Person was granted 64,640 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.

Remarks:

	/s/ Tarnetta V. Jones, as Attorney-in-Fact for Matthew M. Walsh	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Walsh Matthew M