PREM14A

PREM14A 1 d15298dprem14a.htm PREM14A 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 Proxy Statement

☐	Definitive Additional Material

☐	Soliciting Material under §240.14a-12

Organon & Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JUNE 1, 2026

LOGO

30 Hudson Street, Floor 33

Jersey City, New Jersey 07302

[●], 2026

TO THE STOCKHOLDERS OF ORGANON & CO.:

On April 26, 2026, Organon & Co. (“Organon”) entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) to be acquired by Sun Pharmaceutical Holdings USA, Inc. (“Sun Pharma USA”), pursuant to which Sun Pharma America, Inc. (“Merger Sub”), a wholly owned subsidiary of Sun Pharma USA, will be merged with and into Organon (the “Merger”), with Organon surviving the Merger as a wholly owned subsidiary of Sun Pharma USA. A summary of the Merger Agreement is included in the proxy statement accompanying this letter under the section entitled “The Merger Agreement.”

If the Merger is completed, each share of our common stock, par value $0.01 per share (our “Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of our Common Stock (i) owned by Sun Pharma USA, Merger Sub or any other wholly owned subsidiary of Sun Pharma USA, Organon or any of Organon’s wholly owned subsidiaries, and in each case not held on behalf of third parties, or (ii) held by a holder who has duly demanded appraisal pursuant to Section 262 of the General Corporation Law of the State of Delaware and has not effectively withdrawn or otherwise waived or lost such right to appraisal with respect to such shares of our Common Stock (such shares, the “Dissenting Shares” and the shares described in (i) and (ii) together, the “Excluded Shares”)) will be automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to $14.00, without interest.

After careful consideration, the board of directors of Organon (the “Board”) has: (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Organon and the holders of shares of our Common Stock, other than Excluded Shares that are not Dissenting Shares, (iii) resolved to recommend that the holders of shares of our Common Stock adopt the Merger Agreement, and approve or adopt such other matters as may be submitted for their approval or adoption (as the case may be) in connection with the Merger Agreement, at a special meeting of our stockholders (the “Special Meeting”), and (iv) directed that the Merger Agreement be submitted to the holders of shares of our Common Stock for their adoption at the Special Meeting.

We will hold the Special Meeting in connection with the proposed Merger on [●], 2026 at [●] (Eastern Time) (unless the Special Meeting is adjourned or postponed), via the internet at www.virtualshareholdermeeting.com/OGN2026SM (the “virtual meeting website”), where you will be able to attend the Special Meeting and vote. Please note that you will not be able to attend the Special Meeting physically in person.

At the Special Meeting, Organon stockholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), and (2) the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Organon’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”). The Board recommends that Organon stockholders vote “FOR” each of the proposals to be considered at the Special Meeting.

Your vote is very important, regardless of the number of shares of our Common Stock that you own. The Merger cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon. Whether or not

you plan to attend the Special Meeting virtually, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or the internet. If your shares of our Common Stock are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares of our Common Stock without instructions from you. You should instruct your bank, broker or other nominee to vote your shares of our Common Stock in accordance with the procedures provided by your bank, broker or other nominee. If your shares of our Common Stock are held in your name and you fail to return your proxy card, submit your proxy by telephone or via the internet or vote virtually at the Special Meeting, or if your shares of our Common Stock are held in “street name” by your bank, broker or other nominee and you fail to instruct your bank, broker or other nominee to vote your shares of our Common Stock, then this will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If the Merger is completed, Organon stockholders who do not vote in favor of the Merger Agreement Proposal, who duly demand appraisal in writing to Organon prior to the Special Meeting and comply with all applicable requirements of Delaware law, will be entitled to rights of appraisal to obtain the fair value of their shares of our Common Stock.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of our Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to Organon prior to the Special Meeting. In addition, you may revoke your proxy by attending the Special Meeting and voting your shares of our Common Stock via the virtual meeting website; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote your shares of our Common Stock via the virtual meeting website during the Special Meeting. The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the entire proxy statement, and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about Organon from documents we have filed with the U.S. Securities and Exchange Commission. We recommend that you review the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated by reference into the proxy statement.

If you have any questions or need assistance voting your shares of our Common Stock, please contact our proxy solicitor, Sodali & Co, at (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers).

We hope that you will participate in the Special Meeting because your vote is important. Thank you for your consideration of this matter and your confidence in Organon.

Sincerely,

Carrie S. Cox

Executive Chair

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [●], 2026, and, together with the enclosed form of proxy, is first being mailed to Organon stockholders on or about [●], 2026.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


DATE & TIME		[●], 2026 at [●] (Eastern Time)

PLACE		The special meeting (the “Special Meeting”) of stockholders of Organon & Co. (“Organon”) will be held virtually via the internet at www.virtualshareholdermeeting.com/OGN2026SM, where you will be able to attend the Special Meeting and vote. You will not be able to attend the Special Meeting in person.

ITEMS OF BUSINESS		• Consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), dated April 26, 2026, by and among Organon, Sun Pharmaceutical Holdings USA, Inc. (“Sun Pharma USA”), and Sun Pharma America, Inc., a wholly owned subsidiary of Sun Pharma USA (“Merger Sub”) and, solely for certain specified provisions, Sun Pharmaceutical Industries Limited (“Sun Pharma”), Sun Pharma Canada Inc. (“Sun Pharma Canada”) and Sun Pharma (Netherlands) B.V. (“Sun Pharma Netherlands”), a copy of which is included as Annex A to the proxy statement of which this notice forms a part, and pursuant to which Merger Sub will be merged with and into Organon, with Organon surviving the merger as a wholly owned subsidiary of Sun Pharma USA (the “Merger,” and such proposal, the “Merger Agreement Proposal”); and • Consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Organon’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”).

RECORD DATE		Stockholders of record at the close of business on [●], 2026 (the “Record Date”) may vote at the Special Meeting.

VOTING BY PROXY		Your vote is very important, regardless of the number of shares you own. The Merger cannot be completed without the approval of the holders of a majority of the outstanding shares of Organon’s common stock, par value $0.01 per share (our “Common Stock”), entitled to vote at the Special Meeting. Accordingly, the board of directors (the “Board”) of Organon is soliciting your proxy to assure that a quorum is present and that your shares of our Common Stock are represented and voted at the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to sign, date and return the enclosed proxy card (or submit your proxy over the internet or by telephone) as promptly as possible; if you fail to do so, your shares of our Common Stock will not be counted as votes cast for purposes of the Special Meeting. For information on submitting your proxy over the internet, by telephone or by mailing back the enclosed proxy card (no extra postage is needed for the provided envelope if mailed in the United States), please see the attached proxy statement and enclosed proxy card. If you later decide to vote at the Special Meeting, information on revoking your proxy prior to the Special Meeting is also provided.

VOTING IN PERSON		If you are a stockholder of record and wish to attend the Special Meeting and vote in person, you will be able to attend and vote via the internet at www.virtualshareholdermeeting.com/OGN2026SM.


		If your shares of our Common Stock are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares of our Common Stock or obtain a proxy, executed in your favor, from that record holder giving you the right to vote your shares of our Common Stock at the Special Meeting.

RECOMMENDATIONS		The Board recommends that you vote:

		• “FOR” the Merger Agreement Proposal; and • “FOR” the Compensation Proposal.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY CALLING THE TELEPHONE NUMBER USING THE INSTRUCTIONS ON YOUR PROXY CARD OR COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF OUR COMMON STOCK PERSONALLY VIA THE MEETING WEBSITE, YOUR VOTE AT THE SPECIAL MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED BY YOU. APPROVAL OF THE MERGER AGREEMENT PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF OUR COMMON STOCK ENTITLED TO VOTE THEREON. A FAILURE TO VOTE OR AN ABSTENTION WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER AGREEMENT PROPOSAL. PURSUANT TO THE MERGER AGREEMENT, THIS APPROVAL IS A CONDITION TO THE CONSUMMATION OF THE MERGER.

Your proxy may be revoked at any time before the vote at the Special Meeting, or any adjournment or postponement thereof, by following the procedures outlined in the accompanying proxy statement.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement, or need help voting your shares of our Common Stock, please contact Organon’s proxy solicitor:

LOGO

Sodali & Co

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Shareholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

Email: OGN.info@investor.sodali.com

Sincerely,

Kirke Weaver

General Counsel and Corporate Secretary

Jersey City, New Jersey

[●], 2026

TABLE OF CONTENTS


	Page
SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER		16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		27
PARTIES TO THE MERGER		29
Organon		29
Sun Pharma USA		29
Merger Sub		29
Sun Pharma		29
Sun Pharma Canada		30
Sun Pharma Netherlands		30
THE SPECIAL MEETING		31
Date, Time and Place of the Special Meeting		31
Purpose of the Special Meeting		31
Recommendation of the Organon Board; Reasons for the Merger		31
Record Date; Stockholders Entitled to Vote		32
Quorum		32
Required Vote		32
Abstentions and Broker Non-Votes; Failure to Vote		33
Voting at the Special Meeting		33
Proxies and Revocation		35
Solicitation of Proxies		36
Rights of Stockholders Who Seek Appraisal		36
Adjournment		36
Other Matters		37
Householding of Special Meeting Materials		37
Voting Results		37
Exchanging Shares of Organon Common Stock		37
Questions and Additional Information		38
THE MERGER (PROPOSAL 1)		39
Parties to the Merger		39
Effects of the Merger		40
Merger Consideration for Organon Common Stock		40
Effects on Organon if the Merger Is Not Completed		41
Background of the Merger		42
Recommendation of the Organon Board; Reasons for the Merger		53
Opinion of Morgan Stanley & Co. LLC		57

SEC Form PREM14A filed by Organon & Co.