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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. 001-40235
Organon & Co.
(Exact name of registrant as specified in its charter)
Delaware
46-4838035
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
30 Hudson Street, Floor 33
Jersey City,
New Jersey
07302
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code) (551) 430-6900
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
OGN
New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock outstanding as of the close of business on April 27, 2026: 262,600,862


Table of Contents
Page No.
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 5.
Item 6.

The following notations in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this “Form 10-Q”) have the meanings as set forth below:

“1” Indicates, in this Form 10-Q, brand names of products, that are not available in the United States.

“2” Indicates, in this Form 10-Q, brand names of products that are trademarks not owned by Organon & Co. or its subsidiaries. Humira is a trademark registered in the United States in the name of AbbVie Biotechnology Ltd.; Enbrel is a trademark registered in the United States in the name of Immunex Corporation; Remicade is a trademark registered in the United States in the name of Janssen Biotech, Inc.; Herceptin is a trademark registered in the United States in the name of Genentech, Inc.; Emgality is a trademark registered in the United States in the name of Eli Lilly and Company (used under license); Prolia and Xgeva are trademarks registered in the U.S. in the name of Amgen Inc. Brand names of products that are in all italicized letters, without the footnote, are trademarks of, or are otherwise licensed by, Organon & Co. and/or one of its subsidiaries.

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Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Organon & Co.
Condensed Consolidated Statements of Income
(Unaudited, $ in millions except shares in thousands and per share amounts)
 
Three Months Ended
March 31,
20262025
Revenues$1,460 $1,513 
Cost of sales677 672 
Gross profit783 841 
Selling, general and administrative424 420 
Research and development93 96 
Acquired in-process research and development and milestones— 6 
Restructuring costs31 86 
Interest expense111 124 
Exchange losses (gains)7 (4)
Other (income) expense, net(96)12 
Income before income taxes213 101 
Income tax expense67 14 
Net income$146 $87 
Earnings per share:
Basic$0.56 $0.34 
Diluted$0.55 $0.33 
Weighted average shares outstanding:
Basic260,370 257,862 
Diluted262,896 261,001 

The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.
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Table of Contents
Organon & Co.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, $ in millions)
 
Three Months Ended
March 31,
20262025
Net income$146 $87 
Other Comprehensive (Loss) Income, Net of Taxes:
Benefit plan net gain and prior service credit, net of amortization
1 — 
Cumulative translation adjustment
(13)32 
 (12)32 
Comprehensive income$134 $119 

The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.
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Table of Contents
Organon & Co.
Condensed Consolidated Balance Sheets
(Unaudited, $ in millions except shares in thousands and per share amounts)
March 31, 2026December 31, 2025
Assets
Current Assets:
Cash and cash equivalents$1,116 $574 
Accounts receivable (net of allowance for doubtful accounts of $14 in
2026 and $12 in 2025)
1,384 1,331 
Inventories (excludes inventories of $252 in 2026 and $236 in 2025 classified in Other assets)
1,373 1,406 
Other current assets1,059 1,033 
Assets held for sale— 8 
Total Current Assets4,932 4,352 
Property, plant and equipment, net1,279 1,303 
Goodwill4,153 4,153 
Intangibles, net1,099 1,130 
Other assets1,533 1,539 
Noncurrent assets held for sale— 390 
Total Assets$12,996 $12,867 
Liabilities and Equity
Current Liabilities:
Current portion of long-term debt and short-term borrowings
$16 $16 
Trade accounts payable983 952 
Accrued and other current liabilities1,424 1,335 
Income taxes payable77 85 
Liabilities held for sale— 2 
Total Current Liabilities2,500 2,390 
Long-term debt8,553 8,628 
Deferred income taxes56 57 
Other noncurrent liabilities984 1,008 
Noncurrent liabilities held for sale— 32 
Total Liabilities12,093 12,115 
Contingencies (Note 15)
Organon & Co. Stockholders’ Equity:
Common stock, $0.01 par value
Authorized - 500,000
Issued and outstanding - 262,649 in 2026 and 260,316 in 2025
3 3 
Additional paid-in capital
186 167 
Retained earnings
1,253 1,109 
Accumulated other comprehensive loss(539)(527)
Total Stockholders’ Equity
903 752 
Total Liabilities and Stockholders’ Equity
$12,996 $12,867 
The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.
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Organon & Co.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, $ in millions, except shares in thousands and per share amounts)
Common StockAdditional Paid-In Capital
Retained Earnings
Accumulated
Other
Comprehensive (Loss)
Income
Total
SharesPar Value
Balance at January 1, 2025
257,799 $3 $108 $1,010 $(649)$472 
Net income— — — 87 — 87 
Other comprehensive income, net of taxes— — — — 32 32 
Cash dividends declared on common stock ($0.28 per share)
— — — (71)— (71)
Stock-based compensation plans and other151 — 22 — — 22 
Balance at March 31, 2025257,950 $3 $130 $1,026 $(617)$542 
Balance at January 1, 2026
260,316 $3 $167 $1,109 $(527)$752 
Net income— — — 146 — 146 
Other comprehensive loss, net of taxes
— — — — (12)(12)
Cash dividends declared on common stock ($0.02 per share)
— — — (2)— (2)
Stock-based compensation plans and other2,333 — 19 — — 19 
Balance at March 31, 2026262,649 $3 $186 $1,253 $(539)$903 
The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.
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Organon & Co.
Condensed Consolidated Statements of Cash Flows
(Unaudited, $ in millions)
Three Months Ended March 31,
 20262025
Cash Flows from Operating Activities
Net income$146 $87 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation39 34 
Amortization47 50 
Acquired in-process research and development and milestones— 6 
Accretion and changes in fair value in contingent consideration
(5)11 
Deferred income tax expense (benefit)
3 (17)
Stock-based compensation19 24 
Unrealized foreign exchange loss (gain)
3 (15)
Gain on sale of Jada
(81)— 
Other12 20 
Net changes in assets and liabilities, net of assets acquired
Accounts receivable(65)(85)
Inventories(9)3 
Other current assets(15)(11)
Trade accounts payable32 (149)
Accrued and other current liabilities95 39 
Income taxes payable(4)38 
Other8 40 
Net Cash Flows Provided by Operating Activities225 75 
Cash Flows from Investing Activities
Capital expenditures(37)(32)
Acquired in-process research and development and milestones(10)(10)
Proceeds from sale of Jada
433 — 
Dermavant acquisition, net of cash acquired
— (75)
Purchase of product rights and asset acquisition
— (55)
Net Cash Flows Provided by (Used) in Investing Activities
386 (172)
Cash Flows from Financing Activities
Proceeds from debt— 90 
Repayments of debt(32)(93)
Employee withholding taxes related to stock-based awards(1)(1)
Dividend payments(5)(71)
Net Cash Flows Used in Financing Activities(38)(75)
Effect of Exchange Rate Changes on Cash and Cash Equivalents(31)44 
Net Increase (Decrease) in Cash and Cash Equivalents
542 (128)
Cash and Cash Equivalents, Beginning of Period574 675 
Cash and Cash Equivalents, End of Period$1,116 $547 
The accompanying notes are an integral part of these interim Condensed Consolidated Financial Statements.
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Notes to Condensed Consolidated Financial Statements (unaudited)

1. Background and Nature of Operations

Organon & Co. (“Organon” or the “Company”) is a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day. With a portfolio of over 70 products across women’s health and general medicines, which includes biosimilars, Organon focuses on addressing health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in over 140 countries and territories. The Company sells these products through various channels including drug wholesalers and retailers, hospitals, government agencies and managed healthcare providers such as health maintenance organizations, pharmacy benefit managers and other institutions. The Company operates six manufacturing facilities, which are located in Belgium, Brazil, Indonesia, Mexico, the Netherlands and the United Kingdom (“UK”). Unless otherwise indicated, trademarks appearing in italics throughout this document are trademarks of, or are used under license by, the Organon group of companies.

Organon’s operations include the following product portfolios:

•Women’s Health: Organon’s health portfolio of products is sold by prescription primarily in two therapeutic areas: contraception, with key brands such as Nexplanon® (etonogestrel implant) (sold as Implanon NXT™ in some countries outside the United States) and NuvaRing® (etonogestrel / ethinyl estradiol vaginal ring); and fertility, with key brands such as Follistim AQ® (follitropin beta injection) (marketed in most countries outside the United States as Puregon™). Nexplanon is a long-acting reversible contraceptive in a class recognized as one of the most effective types of hormonal contraception available to patients with a low long-term average cost. In January 2026 the Company divested the Jada® System to Laborie Medical Technologies Corporation (“Laborie”).

•General Medicines: Organon’s general medicines portfolio includes biosimilars and established brands.
•Biosimilars: Organon’s current biosimilars portfolio spans across immunology and oncology related treatments. Organon’s oncology biosimilars: Ontruzant® (trastuzumab-dttb), AybintioTM1 (bevacizumab), Bildyos® (denosumab-nxxp) and Bilprevda® (denosumab-nxxp) have been launched in more than 20 countries. Organon’s immunology biosimilars consist of: BrenzysTM1 (etanercept), Renflexis® (infliximab-abda), Hadlima® (adalimumab-bwwd) and Tofidence® (tocilizumab-bavi). Brenzys, Renflexis, and Hadlima have been launched in five countries. In 2025, Organon launched Bildyos injection 60 mg/mL and Bilprevda injection 120 mg/1.7 mL, biosimilars to Prolia2 (denosumab) and Xgeva2 (denosumab), respectively, in the United States. In 2025, Poherdy® (pertuzumab-dpzb) was approved by the U.S. Food and Drug Administration (“FDA”), and the Company is assessing the future commercial launch of this product.
•Established Brands: Organon has a portfolio of established brands, which includes brands in cardiovascular, respiratory, dermatology and non-opioid pain management, including Emgality®2 (galcanezumab-gnlm) and Vtama® (tapinarof) cream 1%. Many brands in the established brands portfolio lost exclusivity years ago and have faced generic competition for some time.

2. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. In the Company’s opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. All intercompany transactions and accounts within Organon have been eliminated. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Organon’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The presentation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP require management to make estimates and assumptions that affect the amounts reported, as further described in the Annual Report on Form 10-K for the year ended December 31, 2025. Accordingly, actual results could differ materially from management’s estimates and assumptions.
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Notes to Condensed Consolidated Financial Statements (unaudited)

Recently Issued Accounting Standards Not Yet Adopted

In October 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. Among other things, the ASU adds the scope exception from derivative accounting for contracts that are not exchange-traded and having features based on operations or activities specific to one of the parties involved, reducing complexity and diversity in practice. The amendments in this ASU are effective for annual periods beginning on January 1, 2027, and should be applied on a prospective basis, with the option to apply the amendments on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments modernize the accounting for internal-use software to better reflect contemporary development practices, such as agile and iterative methodologies. Key changes include revised cost capitalization thresholds, enhanced guidance for assessing development uncertainty, and new disclosure requirements intended to improve transparency and consistency across entities. The amendments in this ASU are effective for annual periods beginning on January 1, 2028 and interim reporting periods within those periods, and may be applied either prospectively, retrospectively or on a modified retrospective basis; early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires entities to disaggregate operating expenses into specific categories to provide enhanced transparency into the nature and function of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the effects of this guidance on its related disclosures.

3. Acquisitions and Licensing Arrangements

Shanghai Henlius Biotech, Inc. (“Henlius”)

In the first quarter of 2026, in anticipation of the expected launch of HLX-11 in the United States, the Company entered into an agreement with Henlius that amended the terms of the existing license agreement to modify the previous commercial milestone payments. Under the amended agreement, the Company will make payments of $17 million total, with $10 million payable in December 2026, and $7 million, payable in February 2028. The Company capitalized the $17 million as an intangible asset.

In April 2026, the European Commission granted marketing authorization for Poherdy® (pertuzumab) 420 mg/14 mL injection for intravenous use, the first and only approved biosimilar to Perjeta (pertuzumab) in Europe, for all indications of the product.

Sebela Pharmaceuticals (“Sebela”)

On February 19, 2026, Organon entered into an exclusive license agreement with Sebela for the global rights to Miudella®2, a hormone-free copper intrauterine device (“IUD”) that was approved by the FDA on February 24, 2025. Under the terms of the agreement, Organon will pay $27.5 million at closing, with potential sales-based milestone payments of up to $505 million, as well as tiered double-digit royalties based on net sales. The transaction closing is subject to regulatory approvals, FDA approval of alternate supply chain entities for Miudella and other customary closing conditions. There can be no assurance that such regulatory approvals and other closing conditions will be received or satisfied.

Laborie Medical Technologies Corporation (“Laborie”)

In January 2026, the Company divested the Jada System to Laborie for an aggregate payment of up to $465 million, comprised of consideration of $440 million, subject to certain customary closing adjustments, including inventory value, plus potential contingent consideration payments of up to $25 million based on the achievement of certain 2026 net sales targets. Approximately 100 employees transferred to Laborie as part of this transaction.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Upon the closing of the divestiture, the Company recognized a net gain on the sale of the Jada System of $81 million recognized in Other (income) expense, net in the Condensed Consolidated Statement of Income as of March 31, 2026.

As part of the divestiture of the Jada System in January 2026, the Company is eligible to receive potential contingent consideration of up to $25 million based on the achievement of certain net sales targets for the Jada System during 2026. This contingent consideration is recorded as a financial asset at fair value. The fair value of the contingent consideration was estimated using the projected future net sales of the Jada System and the probability of various achievement scenarios for the sales targets. See Note 11. “Financial Instruments” for further information.

In connection with the Jada divestiture, certain related assets and liabilities met the criteria for held for sale classification as of December 31, 2025. The disposal group is measured at the lower of carrying amount or fair value less cost to sell. No impairment was recognized.

Details of asset and liabilities held for sale as of December 31, 2025 are as follows:

Inventory$8 
Assets held for sale$8 
Goodwill$226 
Intangible assets, net164
Noncurrent assets held for sale$390 
Accrued and other current liabilities$2 
Liabilities held for sale$2 
Deferred taxes$32 
Noncurrent liabilities held for sale$32 

4. Earnings per Share (“EPS”)

The calculations of basic and diluted EPS are as follows:
Three Months Ended
March 31,
($ in millions and shares in thousands, except per share amounts)20262025
Net income$146 $87 
Basic weighted average number of shares outstanding260,370257,862
Stock awards and equity units (share equivalent)2,5263,139
Diluted weighted average common shares outstanding262,896261,001
EPS:
Basic$0.56 $0.34 
Diluted$0.55 $0.33 
Anti-dilutive shares excluded from the calculation of EPS11,074 10,967 

Diluted EPS was computed using the treasury stock method for stock option awards, performance share units, and restricted share units. The computation of diluted EPS excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive.

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Notes to Condensed Consolidated Financial Statements (unaudited)
5. Product and Geographic Information

Revenues of the Company’s products were as follows:
Three Months Ended March 31,
20262025
($ in millions)U.S.Int’lTotalU.S.Int’lTotal
Women’s Health
Nexplanon/Implanon NXT$127 $74 $201 $176 $72 $248 
Follistim AQ21 39 61 35 34 69 
NuvaRing
6 18 24 6 16 22 
Ganirelix Acetate Injection
2 24 26 5 23 27 
Marvelon/Mercilon
— 26 26 — 39 39 
Jada5 — 5 15 — 15 
Other Women’s Health (1)
17 30 46 15 27 43 
General Medicines
Biosimilars
Renflexis42 15 57 44 12 57 
Hadlima51 16 67 33 14 47 
Ontruzant4 1 5 4 14 18 
Brenzys— 20 20 — 14 14 
Other Biosimilars (1)
11 13 24 — 5 5 
Established Brands
Cardiovascular
Atozet— 85 85 — 77 77 
Zetia1 86 87 1 84 85 
Cozaar/Hyzaar2 55 57 2 53 55 
Vytorin1 20 21 1 22 23 
Rosuzet— 6 6 — 4 4 
Other Cardiovascular (1)
1 27 28 — 30 30 
Respiratory
Singulair2 38 40 2 72 74 
Nasonex— 65 65 — 71 72 
Dulera23 12 35 34 10 43 
Clarinex1 30 31 — 34 34 
Other Respiratory (1)
11 1 12 10 3 13 
Non-Opioid Pain, Bone and Dermatology
Arcoxia— 59 59 — 62 62 
Fosamax— 29 29 1 32 33 
Diprospan— 35 35 — 30 30 
Vtama
23 2 25 20 4 24 
Other Non-Opioid Pain, Bone and Dermatology (1)
3 65 68 4 65 68 
Other
Propecia1 28 30 1 24 26 
Emgality— 54 54 — 32 32 
Proscar— 26 26 — 24 24 
Other (1)
3 85 87 3 76 78 
Other (2)
— 18 18 — 22 22 
Revenues$358 $1,102 $1,460 $412 $1,101 $1,513 
Totals may not foot due to rounding. Trademarks appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.

(1) Includes sales of products not listed separately.
(2) Includes manufacturing sales to third parties.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Revenues by geographic area where derived are as follows:
Three Months Ended
March 31,
($ in millions)20262025
Europe and Canada$412 $376 
United States358 412 
Asia Pacific and Japan226 251 
China194 204 
Latin America, Middle East, Russia, and Africa
247 240 
Other (1)
23 30 
Revenues$1,460 $1,513 
(1) Includes manufacturing sales to third parties.

6. Stock-Based Compensation Plans

The Company grants stock option awards, restricted share units (“RSUs”), performance share units (“PSUs”), and cash awards pursuant to the 2021 Incentive Stock Plan.

Stock-based compensation expenses incurred by the Company were as follows:

Three Months Ended
March 31,
($ in millions)20262025
Stock-based compensation expense recognized in:
Cost of sales$3 $4 
Selling, general and administrative 13 16 
Research and development3 4 
Total$19 $24 
Income tax benefits$4 $5 

The fair value of options granted was determined using the following assumptions:

Three Months Ended March 31,
2025
Expected dividend yield7.41 %
Risk-free interest rate4.08 
Expected volatility40.25 
Expected life (years)(1)
5.89
(1)The expected term was estimated using the historical option‑exercise and settlement patterns, supplemented by a midpoint‑based assumption applied to awards meeting a one‑year post‑grant eligibility filter.

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Notes to Condensed Consolidated Financial Statements (unaudited)
A summary of the equity award transactions for the three months ended March 31, 2026 is as follows:
Stock Options
RSUs
PSUs
(shares in thousands)SharesWeighted average
exercise price		Weighted average
grant date
fair value		SharesWeighted average
grant date
fair value		SharesWeighted average
grant date
fair value
Outstanding as of January 1, 20267,519 $27.30 $6.99 9,716 $15.35 589 $23.61 
Granted/Issued
— — — 13,571 6.01 2,128 8.27 
Vested/Exercised— — — (3,448)17.89 (193)23.20 
Forfeited/Cancelled(1,638)30.85 8.36 (136)14.43 (140)23.20 
Outstanding as of March 31, 2026
5,881 $26.31 $6.61 19,703 $8.48 2,384 $9.98 

The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of March 31, 2026:

Equity Awards Vested and Expected to VestEquity Awards That are Exercisable
(awards in thousands; aggregate intrinsic value in millions)
AwardsWeighted Average
Exercise Price		Aggregate
Intrinsic Value
Remaining
Term
(in years)
AwardsWeighted Average
Exercise Price		Aggregate
Intrinsic Value
Remaining
Term
(in years)
Stock Options5,768 $26.31 $— 6.174,610 $29.23 $— 5.45
RSUs
17,605 118 2.39
PSUs
1,760 12 2.42

The amount of unrecognized compensation costs as of March 31, 2026 was $179 million, which will be recognized in operating expense ratably over the weighted average vesting period of 2.37 years.

7. Restructuring

During the first quarter of 2026, the Company implemented restructuring initiatives that will result in an approximate 3% headcount reduction, to streamline and optimize the Company's research and development and manufacturing operations, focusing on enhancing efficiency and aligning resources with strategic priorities. The Restructuring costs primarily consist of employee termination benefits and other associated expenses.

During the first quarter of 2025, the Company implemented restructuring initiatives to drive an enterprise-wide operating model optimization that resulted in an approximate 6% headcount reduction. The restructuring activities were initiated to streamline and simplify the Company’s operating model to create more efficient processes and a simplified structure. Restructuring costs include separation costs associated with manufacturing-related headcount reductions.

The following is a summary of changes in severance liabilities related to the restructuring activities included within Accrued and other current liabilities:
March 31, 2026December 31, 2025
Beginning balance $8 $14 
Severance & severance related costs 31 95 
Cash payments and other(7)(101)
Ending balance$32 $8 

Organon expects the remaining severance payments associated with the restructuring activities to be paid within the next twelve months.

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Notes to Condensed Consolidated Financial Statements (unaudited)
8. Taxes on Income

The effective income tax rates were 31.4% and 13.4% for the three months ended March 31, 2026 and 2025, respectively. These effective income tax rates reflect the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a valuation allowance recorded against non-deductible U.S. interest expense. Also included in the first quarter tax rate is the beneficial impact of the sale of the Jada System. There was a favorable impact to the 2025 year-to-date effective tax rate driven by a tax amortization benefit.

On July 4, 2025, U.S. House Resolution 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant corporate tax provisions such as modifications to interest deductibility, the option to fully expense U.S.-based R&D costs, and changes to the taxation of foreign earnings. For 2026 and beyond, the impacts of the OBBBA are reflected in the Company’s U.S. cash tax liability and income tax provision primarily reflected as an increase in the Company’s interest expense limitation offset by a decrease in the Company’s foreign income inclusions.

9. Inventories

Inventories consisted of:
($ in millions)March 31, 2026December 31, 2025
Finished goods$734 $751 
Raw materials
13 14 
Work in process800 791 
Supplies74 81 
Total (approximates current cost)$1,621 $1,637 
Increase (Decrease) to last in, first out (“LIFO”) costs
4 5 
 $1,625 $1,642 
Recognized as:
Inventories$1,373 $1,406 
Other assets252 236 
Inventories valued under the LIFO method
135 114 

In connection with the Jada divestiture in January 2026, $8 million of inventory was reclassified to Assets held for sale on the Consolidated Balance Sheet as of December 31, 2025.

As part of the Dermavant acquisition in 2024, the Company acquired $97 million of inventory, which included a $63 million purchase accounting inventory fair value adjustment. As of March 31, 2026 the amount has been fully amortized. As of December 31, 2025, there was $7 million remaining in inventory related to the fair value adjustment.

Amounts recognized as Other assets are comprised primarily of raw materials and work in process inventories and are not expected to be converted to finished goods that will be sold within one year. The Company has long-term vendor supply contracts that include certain annual minimum purchase commitments.

-14-
Notes to Condensed Consolidated Financial Statements (unaudited)
10. Long-Term Debt and Short-Term Borrowings

Long-term debt and short-term borrowings consist of the following:

($ in millions)March 31, 2026December 31, 2025
Senior Credit Agreement
Term Loan B Facility:
SOFR plus 225 bps term loan due 2031
$1,522 $1,543 
EURIBOR plus 275 bps euro-denominated term loan due 2031 (€707 million in 2026 and €717 million in 2025)
814 843 
4.125% secured notes due 2028
2,100 2,100 
2.875% euro-denominated secured notes due 2028 (€1.25 billion)
1,439 1,470 
5.125% notes due 2031
1,582 1,582 
6.750% secured notes due 2034
500 500 
7.875% notes due 2034
500 500 
Revenue Interest Purchase and Sale Agreement (1)
181 179 
Other borrowings8 8 
Other (discounts and debt issuance costs)(77)(81)
Total principal long-term debt and short-term borrowings$8,569 $8,644 
Less: Current portion of long-term debt and short-term borrowings16 16 
Total Long-term debt, net of current portion$8,553 $8,628 
(1) Recognized at the amortized cost basis. The remaining principal is determined as the initial fair value less principal payments. As of March 31, 2026, the remaining principal of the revenue interest purchase and sale agreement (the “RIPSA”) that the Company assumed in connection with its 2024 acquisition of Dermavant is $156 million.

The nature and terms of Organon’s long-term debt are described in detail in Note 12. “Long-Term Debt and Leases” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

On February 6, 2026, the Company made mandatory prepayments from the proceeds of the Jada System divestiture of $20.4 million on the U.S. Dollar Term Loans and €9.6 million on the Euro Term Loan Facility. Additional mandatory prepayments totaling $55 million are required across the Company’s senior secured notes within 450 days of the January 2026 closing of the Jada System divestiture.

For the three months ended March 31, 2026 the Company had no borrowings or repayments on the Company’s Revolving Credit Facility (the “Revolving Credit Facility”). There were no outstanding balances under the Revolving Credit Facility as of March 31, 2026 or December 31, 2025.

Long-term debt was recorded at the carrying amount. The estimated fair value of long-term debt (including current portion) is as follows:
($ in millions)Fair Value Measurement LevelMarch 31, 2026December 31, 2025
Long-term debt
2$7,803 $7,922 
Long-term debt - RIPSA
3136 136 

Level 2 was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the liability. Level 3 was estimated using unobservable inputs.

The Company made interest payments related to its debt instruments of $34 million for the three months ended March 31, 2026. The average maturity of the Company’s long-term debt as of March 31, 2026 is approximately 4.3 years and the weighted-average interest rate on total borrowings as of March 31, 2026 is 4.9%.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The schedule of principal payments required on long-term debt and short-term borrowings for the next five years, exclusive of $25 million of accrued interest related to the RIPSA, and thereafter are as follows:
($ in millions)
2026$1 
202761 
20283,500 
20299 
203021 
Thereafter5,029 

The Senior Credit Agreement contains customary financial covenants, including a total leverage ratio covenant, which measures the ratio of (i) consolidated total debt to (ii) consolidated earnings before interest, taxes, depreciation and amortization, and subject to other adjustments, that must meet certain defined limits which are tested on a quarterly basis. In addition, the Senior Credit Agreement contains covenants that limit, among other things, Organon’s ability to prepay, redeem or repurchase its subordinated and junior lien debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, redeem, or repurchase equity interests, and create or become subject to liens. As of March 31, 2026, the Company is in compliance with all financial covenants, and no default or event of default has occurred.

11. Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following financial instruments were recorded at their estimated fair value. The recurring fair value measurement of the assets and liabilities was as follows:

($ in millions)Fair Value Measurement Level March 31, 2026December 31, 2025
Other current assets:
Forward contracts2$20 $12 
Contingent consideration(a)
39 — 
Accrued and other current liabilities:
Forward contracts219 11 
Other noncurrent liabilities:
Contingent consideration3264 269 
Cross-currency swap255 82 
(a) As part of the divestiture of the Jada System in January 2026, the Company is eligible to receive potential contingent consideration based on the achievement of certain net sales targets for the Jada System during 2026. See Note 3. “Acquisitions and Licensing Arrangements” for further information.

Foreign Currency Risk Management

The Company uses a balance sheet risk management program to partially mitigate the exposure of net monetary assets of its subsidiaries that are denominated in a currency other than a subsidiary’s functional currency from the effects of volatility in foreign exchange. In these instances, Organon principally utilizes forward exchange contracts to partially offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro, Swiss franc, and Canadian dollar. For exposures in developing country currencies, the Company enters into forward contracts to partially offset the effects of exchange on exposures when it is deemed economical to do so based on a cost-benefit analysis that considers the magnitude of the exposure, the volatility of the exchange rate and the cost of the hedging instrument.
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Notes to Condensed Consolidated Financial Statements (unaudited)

Forward Contracts

Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Exchange losses (gains) in the Condensed Consolidated Statements of Income. The forward contracts are not designated as hedges and are marked to market through Exchange losses (gains) in the Condensed Consolidated Statements of Income. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year. The notional amount of forward contracts was $1.9 billion and $1.7 billion as of March 31, 2026 and December 31, 2025, respectively. The cash flows and the related gains and losses from these contracts are reported as Operating activities in the Condensed Consolidated Statements of Cash Flows.

Net Investment Hedge

Euro-denominated debt instruments

Foreign exchange risk is also managed through the use of economic hedges on foreign currency balances. €707 million of the euro-denominated term loan and €1.25 billion of the 2.875% euro-denominated secured notes have been designated and are effective as a hedge of the net investment in euro-denominated subsidiaries. See Note 10 “Long-Term Debt and Short-Term Borrowings” for additional details.

Cross-Currency Swaps

The Company entered into cross-currency swaps that mature in 2029. The Company elected to designate the fixed-for-fixed swaps as a hedge of the net investment in euro-denominated subsidiaries balance and the change in the fair value attributable to the changes in the spot rate is recorded in Other Comprehensive Income (Loss), Net of Taxes. Throughout the term of the swaps, the Company will pay a fixed interest rate of 5.8330% based on the Euro notional amount of €922 million and receive a fixed interest rate of 7.3125% based on the U.S. dollar notional amount of $1 billion. The notional amount based on the Euro leg of the cross-currency swaps has been designated and is effective as a hedge of the net investment in euro-denominated subsidiaries. The difference between the interest rate received and paid under the cross-currency swap agreements is recorded in Interest expense in the Condensed Consolidated Statements of Income. The cash flows and the related gains and losses from the periodic settlements of the cross-currency swaps are reported as Operating Activities in the Condensed Consolidated Statements of Cash Flows.

Foreign currency gain (loss) due to spot rate fluctuations on the euro-denominated debt instruments and the change in fair value of the cross-currency swaps resulting from hedge designation were included within Cumulative translation adjustment in Other comprehensive income (loss), net of taxes:

Three Months Ended
March 31,
($ in millions)20262025
Euro-denominated debt instruments gain (loss)$49 $(70)
Cross-currency swaps gain (loss)27 (25)

The Condensed Consolidated Statements of Income include the impact of net (gains) losses of Organon’s derivative financial instruments:

Three Months Ended
March 31,
($ in millions)20262025
Derivative loss (gain) in Exchange losses (gains)
$12 $(2)
Derivative gain in Interest expense
(2)(4)
-17-
Notes to Condensed Consolidated Financial Statements (unaudited)

Contingent Consideration

The fair value measurement of contingent consideration arising from business combinations is determined via probability-weighted cash flows using a Monte Carlo simulation model, which are then discounted to present value. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At March 31, 2026, the fair value measurements of acquisition-related contingent consideration were determined using discount rates ranging from 5.18% to 6.78%.

The following table presents a reconciliation of contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3):

($ in millions)March 31, 2026
Beginning balance $269 
Fair value adjustment (12)
Accretion and changes in fair value in Other (income) expense, net
7 
Ending balance $264 

In the first quarter of 2026, the Company identified an approximate $12 million error related to the fair value remeasurement of tax‑related contingent consideration, including expected net operating loss utilization. An adjustment was recorded to increase Other (income) expense, net during the first quarter of 2026 and relates to amounts that should have been reflected in the fourth quarter of 2025. The contingent consideration liability is appropriately stated as of March 31, 2026. The error was determined to not be material to the current or previously issued financial statements. 

Concentrations of Credit Risk

Organon has established accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. Under these agreements, Organon factored $216 million and $217 million of accounts receivable as of March 31, 2026 and December 31, 2025, respectively, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within Operating Activities in the Condensed Consolidated Statements of Cash Flows. The cost of factoring such accounts receivable were not material for the three months ended March 31, 2026 and 2025.

12. Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated other comprehensive income (loss) by component are as follows:
($ in millions)Employee
Benefit
Plans		Cumulative
Translation
Adjustment
Accumulated Other
Comprehensive
Income (Loss)
Balance at January 1, 2025, net of taxes$(17)$(632)$(649)
Other comprehensive income, pretax
— 32 32 
Tax— — — 
Other comprehensive income, net of taxes
— 32 32 
Balance at March 31, 2025, net of taxes$(17)$(600)$(617)
Balance at January 1, 2026, net of taxes$4 $(531)$(527)
Other comprehensive income (loss), pretax
1 (13)(12)
Tax— — — 
Other comprehensive income (loss), net of taxes
1 (13)(12)
Balance at March 31, 2026, net of taxes$5 $(544)$(539)

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Notes to Condensed Consolidated Financial Statements (unaudited)
13. Samsung Collaboration

The Company has an agreement with Samsung Bioepis Co., Ltd. (“Samsung Bioepis”) to develop and commercialize multiple pre-specified biosimilar candidates, which have since launched and are part of the Company's product portfolio. Under the agreement, Samsung Bioepis is responsible for preclinical and clinical development, process development and manufacturing, clinical trials and registration of product candidates, and the Company has an exclusive license for worldwide commercialization with certain geographic exceptions specified on a product-by-product basis. The Company's access rights to each product under the agreement last for 10 years from each product's launch date on a market-by-market basis. Gross profits are shared equally in all markets with the exception of certain markets in Brazil where gross profits are shared 65% to Samsung Bioepis and 35% to the Company. Since the Company is the principal on sales transactions with third parties, the Company recognizes sales, cost of sales and selling, general and administrative expenses on a gross basis. Generally, profit sharing adjustments are recorded either to Cost of sales (after commercialization) or Selling, general and administrative expenses (prior to commercialization).

Samsung Bioepis is eligible for additional payments associated with pre-specified clinical and regulatory milestones. As of March 31, 2026, there was one remaining potential future regulatory milestone payment of $25 million that remained unpaid under the agreement.

Summarized information related to this collaboration is as follows:

Three Months Ended
March 31,
($ in millions)20262025
Sales$152 $141 
Cost of sales91 90 
Selling, general and administrative18 18 

($ in millions)March 31, 2026December 31, 2025
Receivables from Samsung included in Other current assets
$1 $— 
Payables to Samsung included in Trade accounts payable
126 94 

14. Third-Party Arrangements

On June 2, 2021, Organon and Merck entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”). Pursuant to the Separation and Distribution Agreement, Merck agreed to spin off the Organon products into Organon, a new, publicly-traded company (the “Separation”).

The Separation was completed pursuant to the Separation and Distribution Agreement and other agreements with Merck related to the Separation. As of March 31, 2026, only one jurisdiction remains under an Interim Operating Model Agreement.

Under the manufacturing and supply agreements, the Company manufactures certain products for Merck, or its applicable affiliate, and Merck manufactures certain products for the Company, or its applicable affiliate. For details on the rights and responsibilities of the parties under the agreements, refer to Note 17 “Third-Party Arrangements” to the audited Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The amounts due under such agreements were:
($ in millions)March 31, 2026December 31, 2025
Due from Merck in Accounts receivable
$158 $98 
Due to Merck in Accounts payable
350 337 

-19-
Notes to Condensed Consolidated Financial Statements (unaudited)
Sales and cost of sales resulting from the manufacturing and supply agreements with Merck were:

Three Months Ended
March 31,
($ in millions)20262025
Sales $13 $18 
Cost of sales 11 16 

15. Contingencies

Organon is involved in various claims and legal proceedings of a nature considered normal to its business, including product liability, intellectual property, and commercial litigation, as well as certain additional matters including governmental and environmental matters.

Organon records accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Individually significant contingent losses are accrued when probable and reasonably estimable. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable.

Given the nature of the litigation discussed in this note and the complexities involved in these matters, Organon is unable to reasonably estimate a possible loss or range of possible loss for such matters until Organon knows, among other factors, (i) which claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation, and (v) any other factors that may have a material effect on the litigation.

Organon’s decision to obtain insurance coverage is dependent on market conditions, including cost and availability, existing at the time such decisions are made. Organon has evaluated its risks and has determined that the cost of obtaining product liability insurance outweighs the likely benefits of available coverage and, as such, has no insurance for most product liabilities.

Reference is made below to certain litigation in which Merck, but not Organon, is named as a defendant. Pursuant to the Separation and Distribution Agreement, Organon is required to indemnify Merck for liabilities relating to, arising from, or resulting from such litigation.

Product Liability Litigation

Fosamax

Merck is a defendant in product liability lawsuits in the United States involving Fosamax® (alendronate sodium) (the “Fosamax Litigation”). As of March 31, 2026, the Fosamax Litigation comprises approximately 508 cases in Federal court, approximately 1,482 cases in New Jersey state court, one case in Pennsylvania state court and approximately 219 cases in California state court. Plaintiffs in the vast majority of these cases generally allege that they sustained femur fractures and/or other bone injuries (“Femur Fractures”) associated with the use of Fosamax.

All federal cases alleging femur fractures have been transferred to a multidistrict litigation in the U.S. District Court for the District of New Jersey (the “Femur Fracture MDL”) where the only bellwether case tried to date, Glynn v. Merck, resulted in a verdict in Merck’s favor. Although many cases were previously dismissed on federal preemption grounds, subsequent appellate rulings — including a September 2024 Third Circuit decision and the U.S. Supreme Court’s June 2025 denial of certiorari — resulted in those cases being reinstated and proceeding before the court.

In New Jersey state court, the cases have been consolidated before a single judge in Middlesex County. On July 28, 2025, the Company entered into a Master Settlement Agreement with the New Jersey state and federal plaintiffs’ lawyers who represent eligible clients (“NJ MSA Attorneys”), pursuant to which, in exchange for a confidential, but non-material settlement payment, at least 95% of the NJ MSA Attorneys’ eligible clients will release the Company and Merck from any liability related to their filed claims.

In California state court, the cases have been consolidated before a single judge in Orange County, California. In the only
-20-
Notes to Condensed Consolidated Financial Statements (unaudited)
bellwether case tried to date in California, Galper v. Merck, the jury returned a verdict in Merck’s favor. On February 18, 2026, the Company entered into a Master Settlement Agreement with the California plaintiffs’ lawyers and claimants pursuant to which, in exchange for a confidential, non-material settlement payment, at least 95% of the claimants will release the Company and Merck from any liability related to their claims.

Nexplanon/Implanon

Merck is a defendant in lawsuits brought by individuals relating to the use of Nexplanon and Implanon™ (etonogestrel implant). There are two filed product liability actions involving Implanon, both of which are pending in the Northern District of Ohio as well as 56 unfiled cases involving Implanon alleging similar injuries, all of which have been tolled under a written tolling agreement. There is one matter involving Nexplanon pending in California state court. On March 12, 2026, the Company signed a Master Settlement Agreement with the attorneys representing plaintiffs and all but two of the claimants with unfiled cases, pursuant to which, in exchange for a confidential, but non-material settlement payment, all 56 plaintiffs and claimants will release the defendant parties from any liability for their filed and unfiled claims. As of March 31, 2026, Merck had 19 of such cases pending outside the United States, of which seven relate to Implanon and twelve relate to Nexplanon.

Securities and Stockholder Derivative Litigation

On May 27, 2025, a stockholder filed a lawsuit against the Company and certain of its officers on behalf of a putative class of stockholders who acquired Company shares between October 31, 2024 and April 30, 2025. A separate stockholder suit was filed on July 8, 2025 on behalf of a putative class of stockholders who acquired Company shares between November 3, 2022 and April 30, 2025. Both actions allege that the defendants made materially false and misleading statements regarding the Company’s capital allocation strategy, including through the use of quarterly dividends, and its debt reduction strategy.

The court consolidated the securities class actions on March 6, 2026, appointed a lead plaintiff and, directed the lead plaintiff to file an amended complaint by May 8, 2026.

The same alleged misconduct also forms the basis of two stockholder derivative lawsuits filed against the Company, and certain of its officers and directors asserting breach of fiduciary duties arising from purportedly materially false and misleading statements. On July 7, 2025, the court consolidated each of the stockholder derivative lawsuits. Subsequently, on September 8, 2025, the court stayed the proceedings pending the final resolution of all motions to dismiss filed in the securities lawsuits.

All of the foregoing actions were filed in the U.S. District Court for the District of New Jersey and seek unspecified monetary damages and other relief.

Governmental Proceedings

From time to time, Organon and its subsidiaries receive inquiries and may be the subject of preliminary investigation activities from competitors and/or governmental authorities, including in markets outside the United States. These authorities may include regulators, administrative authorities, and law enforcement and other similar officials, and these preliminary investigation activities may include site visits, formal or informal requests or demands for documents or materials, inquiries or interviews and similar matters. Certain of these preliminary inquiries or activities may lead to the commencement of formal proceedings. Should those proceedings be determined adversely to Organon, monetary fines and/or remedial undertakings may be required. Subject to certain exceptions specified in the Separation and Distribution Agreement, Organon assumed liability for all pending and threatened legal matters related to products transferred from Merck to Organon in connection with the spinoff, including competition investigations resulting from enforcement activity concerning Merck’s conduct involving Organon’s products. Organon could be obligated to indemnify Merck for fines or penalties, or a portion thereof, resulting from such investigations.

On October 26, 2025, Organon made a voluntary self-disclosure to the U.S. Securities and Exchange Commission (the “SEC”) to advise it of an investigation conducted by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) regarding the Company’s Nexplanon sales to certain wholesalers in the United States (the “Nexplanon matter”). The SEC subsequently opened an investigation into the Nexplanon matter, and the Company intends to cooperate with any inquiries from the SEC or any other regulatory authorities. The Company cannot guarantee that it (or its directors or officers) will not be subject to future inquiries, investigations, claims, actions, or proceedings relating to the Nexplanon matter, nor can it predict the outcome of any of the foregoing; however, regardless of outcome, any inquiries, investigations, claims, actions, or proceedings relating to the Nexplanon matter would likely consume a significant amount of Company resources and result in considerable legal and other costs.

-21-
Notes to Condensed Consolidated Financial Statements (unaudited)
Patent Litigation

From time to time, generic manufacturers of pharmaceutical products file Abbreviated New Drug Applications with the FDA seeking to market generic forms of Organon’s products prior to the expiration of relevant patents owned by Organon. To protect its patent rights, Organon may file patent infringement lawsuits against such generic companies. Similar lawsuits defending Organon’s patent rights may exist in other countries. Organon intends to vigorously defend its patents, which it believes are valid, against infringement by companies attempting to market products prior to the expiration of such patents. As with any litigation, there can be no assurance of the outcomes, which, if adverse, could result in significantly shortened periods of exclusivity for these products, potential payment of damages and legal fees, and, with respect to products acquired through acquisitions, potentially significant intangible asset impairment charges.

Nexplanon

On February 24, 2025, Organon received a Paragraph IV Certification Letter notifying the Company that Xiromed Pharma Espana, S.L. (“Xiromed”) filed an abbreviated new drug application (“ANDA”) to the FDA seeking approval to market a generic version of Nexplanon in the United States prior to the expiration of U.S. Patent Nos. 8,722,037 (the “‘037 patent”) and 9,757,552 (the “‘552 patent”), in 2027 and 2030, respectively. On April 2, 2025, the Company sued Xiromed in the U.S. District Court for the District of New Jersey asserting that the filing of the ANDA infringed the ‘037 patent and ‘552 patent and triggering a stay of regulatory approval of Xiromed’s ANDA for up to 30 months.

Other Matters

In addition to the matters described above, there are various other pending legal proceedings involving Organon, principally product liability and intellectual property lawsuits. While it is not feasible to predict the outcome of such proceedings, in the opinion of Organon as of March 31, 2026, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to Organon’s financial condition, results of operations or cash flows either individually or in the aggregate.

Legal Defense Reserves

Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. Some of the significant factors considered in the review of these legal defense reserves are as follows: the actual costs incurred by Organon; the development of Organon’s legal defense strategy and structure in light of the scope of its litigation; the number of cases being brought against Organon; and the costs and outcomes of completed trials and the most current information regarding anticipated timing, progression, and related costs of pre-trial activities and trials in the associated litigation. The legal defense reserve as of March 31, 2026 and December 31, 2025 was $9 million and $10 million, respectively, and represented Organon’s best estimate of the minimum amount of defense costs to be incurred in connection with its outstanding litigation; however, events such as additional trials, other events that could arise in the course of pending litigation, or the filing of new matters, could affect the ultimate amount of legal defense costs to be incurred by Organon. Organon will continue to monitor its legal defense costs and review the adequacy of the associated reserves and may determine to increase the reserves at any time in the future if, based upon the factors set forth above, it believes it would be appropriate to do so.

16. Subsequent Events

On April 26, 2026, the Company entered into a definitive agreement with Sun Pharmaceutical Industries Limited (“Sun Pharma”) under which Sun Pharma will acquire all of the Company’s outstanding shares of common stock for $14.00 per share in cash. Completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the Company’s stockholders. The transaction is expected to close in early 2027.




-22-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “potential,” “possible,” “probable,” “outcome,” “likely,” “could,” “should,” “estimate,” “anticipate,” “plan,” “intend,” “would,” “future,” “target,” “seek,” “continue,” and other words of similar meaning, or negative variations of any of the foregoing. These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. Risks and uncertainties that may affect our future results include, but are not limited to, uncertainties as to the timing of the completion of the pending merger (the “merger”) with Sun Pharmaceutical Industries (together with its subsidiaries and/or associated companies, “Sun Pharma”); the risk that the merger may not be completed on the anticipated terms in a timely manner or at all; the failure to satisfy any of the conditions to the consummation of the merger, including receiving, on a timely basis or otherwise, the minimum vote required by our stockholders to approve the merger; the possibility that competing offers or acquisition proposals for Organon will be made; the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement, including in circumstances which would require us to pay a termination fee; the effect of the announcement or pendency of the merger on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, suppliers and others with whom we do business, or our operating results and business generally; risks related to diverting management’s attention from our ongoing business operations; the risk that stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability; certain restrictions during the pendency of the merger that may impact our ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the merger could have adverse effects on the market price of our common stock, including if the merger is not consummated; risks that the benefits of the merger are not realized when and as expected; expanded brand and class competition in the markets in which we operate; trade protection measures and import or export licensing requirements, including the direct and indirect impacts of tariffs (including pharmaceutical sector tariffs), trade sanctions or similar restrictions by the United States or other governments; changes in U.S. and foreign federal, state and local governmental funding allocations including the timing and amounts allocated to our customers and business partners; the impact of global business, political and macroeconomic conditions, including inflation, interest rate fluctuations, recessionary pressures, foreign currency exchange rates, volatile market conditions, and instability in the global banking system; global events, such as regional conflicts in the Middle East and elsewhere; our ability to remediate the material weaknesses in internal control over financial reporting and the related costs and management resources, as well as our ability to maintain effective internal control over financial reporting and disclosure controls and procedures in the future; our ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital, and overall condition of the capital and credit markets; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; our ability to meet our revenue and growth expectations and outlook; our ability to hire and/or retain members of our senior management (including a permanent CEO) and other key employees; the failure of any supplier to provide substances, materials, or services as agreed, or otherwise meet their obligations to us; the increased cost of supply, manufacturing, packaging, and operations; difficulties developing and sustaining relationships with commercial counterparties; competition from generic products as our products lose patent protection; any failure by us to retain market exclusivity for Nexplanon or to obtain an additional period of exclusivity in the United States for Nexplanon subsequent to the expiration of the rod patents in 2027; the success of our efforts to adapt our business and sales strategies to address the changing market and regulatory landscape in order to achieve our business objectives and remain competitive; restructurings or other disruptions at the U.S. Food and Drug Administration (“FDA”), the SEC and other U.S. and comparable foreign government agencies; difficulties in connection with future strategic transactions, including as a result of the impact of macroeconomic or geopolitical developments; pricing pressures globally, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to or affecting Medicare, Medicaid and healthcare reform, pharmaceutical pricing and reimbursement, access to our products, international reference pricing, including Most-Favored-Nation drug pricing, and other pricing-related initiatives and policy efforts; the impact of higher selling and promotional costs; changes in government laws and regulations in the United States and other jurisdictions, including laws and regulations governing the research, development, approval, clearance, manufacturing, supply, distribution, and/or marketing of our products and related intellectual property, environmental regulations, and the enforcement thereof affecting our business; efficacy, safety or other quality concerns with respect to our marketed products, whether or not scientifically justified, leading to product recalls, withdrawals, labeling changes, or declining sales; delays or failures to demonstrate adequate efficacy and safety of our product candidates in pre-clinical and clinical trials, which may prevent or delay the development, approval, clearance, or commercialization of our product candidates; reduced research and development investment and increased
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reliance on fewer research and development programs for new products to generate future revenue and replace existing products that come to the end of their market life cycle; future actions of third-parties, including significant changes in customer relationships or changes in the behavior and spending patterns of purchasers of healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and forgoing healthcare insurance coverage; legal factors, such as product liability claims, stockholder litigation, governmental investigations, and patent disputes; lost market opportunity resulting from delays and uncertainties in clinical trials and the approval or clearance process of the FDA and other regulatory authorities; the failure by us or our third party collaborators and/or their suppliers to fulfill our or their regulatory or quality obligations, which could lead to a delay in regulatory approval or commercial marketing of our products; cyberattacks on, or other failures, accidents, or security breaches of, our or third-party providers’ information technology systems, which could disrupt our operations and those of third parties upon which we rely; increased focus on privacy issues in countries around the world, including the United States, the European Union, and China, and a more difficult legislative and regulatory landscape for privacy and data protection that continues to evolve with the potential to directly affect our business, including recently enacted laws in a majority of states in the United States requiring security breach notification; changes in tax laws including changes related to the taxation of foreign earnings; the impact of any future pandemic, epidemic, or similar public health threat on our business, operations and financial performance; changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards Board and the SEC, that are adverse to us; volatility of commodity prices, fuel, and shipping rates that impact the costs and/or ability to supply our products; and other factors discussed in our most recently filed Annual Report on Form 10-K and subsequent filings, including those discussed in the “Business,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.

General

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist the reader in understanding our financial condition and results of operations. The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and with our audited financial statements, including the accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. Operating results discussed herein are not necessarily indicative of the results of any future period.

We are a global healthcare company with a primary focus on improving the health of women throughout their lives. We develop and deliver innovative health solutions through a portfolio of prescription therapies within our women’s health and general medicines portfolios. We have a portfolio of more than 70 medicines and products across a range of therapeutic areas. We sell these products through various channels including drug wholesalers and retailers, hospitals, government agencies and managed healthcare providers such as health maintenance organizations, pharmacy benefit managers and other institutions. We own and operate six manufacturing facilities, which are located in Belgium, Brazil, Indonesia, Mexico, the Netherlands and the United Kingdom. Unless otherwise indicated, trademarks appearing in italics throughout this document are trademarks of, or are used under license by, our group of companies.


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Recent Developments

Other Matters

On April 26, 2026, our Board of Directors appointed Joseph Morrissey our Interim CEO, to such role on a permanent basis.

Business Development

Sebela Pharmaceuticals (“Sebela”)

On February 19, 2026, we entered into an exclusive license agreement with Sebela for the global rights to Miudella, a hormone-free copper intrauterine device (“IUD”) that was approved by the FDA on February 24, 2025. Under the terms of the agreement, we will pay $27.5 million at closing, with potential sales-based milestone payments of up to $505 million, as well as tiered double-digit royalties based on net sales. The transaction closing is subject to regulatory approvals and FDA approval of alternate supply chain entities for Miudella, and other customary closing conditions. There can be no assurance that such regulatory approvals and other closing conditions will be received or satisfied.

Laborie Medical Technologies Corporation (“Laborie”)

In January 2026, we divested the Jada System to Laborie for an aggregate payment of up to $465 million, comprised of consideration of $440 million, subject to certain closing adjustments, plus potential contingent consideration payments of up to $25 million based on the achievement of certain 2026 net sales targets. Approximately 100 employees transferred to Laborie as part of this transaction.

Upon the closing of the divestiture, we recognized a net gain on the sale of the Jada System of $81 million recognized in Other (income) expense, net in the Condensed Consolidated Statement of Income as of March 31, 2026.

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Operating Results

Sales Overview
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
United States$358 $412 (13)%(13)%
International1,102 1,101 — (7)
Total$1,460 $1,513 (4)%(9)%

Worldwide sales were $1.5 billion for the three months ended March 31, 2026, a decrease of 4%, compared to 2025. Worldwide sales during the three months ended March 31, 2026 were positively impacted by approximately $76 million, or approximately 5%, due to favorable foreign exchange rates.

Excluding the impact of foreign exchange rates, sales decreases for the three months ended March 31, 2026, primarily reflect lower sales of:
•Nexplanon, primarily due to decreased physician demand in the United States following the five-year label approval as reinsertions have been delayed and there has been uncertainty around federal funding. Outside of the U.S., sales declined due to the timing of shipments in selective emerging markets, partially offset by increased demand and access in Brazil;
•Singulair® (montelukast sodium), primarily attributable to decreased demand due to less favorable medical guidelines in certain international markets, most recently in China, as well as temporary supply constraints in Japan and mandatory price reductions in China and Japan;
•Marvelon™¹ (desogestrel and ethinyl estradiol pill) and Mercilon™¹ (desogestrel and ethinyl estradiol pill), as a result of decreased demand and market contraction in China and the timing of shipments in Asia Pacific; and
•Ontruzant, due to increased competition in international markets and lower tendered volume from Brazil’s Ministry of Health when compared with the same period in 2025.

The foregoing decrease was partially offset by sales increases for the three months ended March 31, 2026 in:
•Emgality, as a result of continued uptake following the acquisition of the distribution and promotion rights from Lilly in January of 2024 in certain markets outside of the United States;
•Hadlima, due to stronger demand in the United States and increased demand in Puerto Rico;
•Atozet™¹ (ezetimibe and atorvastatin), primarily due to increased demand in China, due to the product launch in 2025, and in Asia Pacific as well as volume uptake in certain countries in Europe, partially offset by unfavorable pricing in Europe; and
•Brenzys, as a result of the timing of prior year tenders in Brazil.

Loss of exclusivity (“LOE”) negatively impacted sales of certain of our products by approximately $4 million during the three months ended March 31, 2026, based on the decrease in sales volume compared to 2025. Volume-based procurement (“VBP”) in China negatively impacted sales by approximately $2 million during the three months ended March 31, 2026. We expect VBP to continue to negatively impact our general medicines product portfolio for the next several quarters.

Due to changing market conditions, including ongoing conflicts, new and evolving U.S. and international tariffs, U.S. tax law changes and regulatory uncertainty that impact our business, as well as the pharmaceutical industry, we have been and will continue to adapt our business and sales strategies to address this changing landscape in order to achieve our business objectives and remain competitive. Such strategies may include implementing or continuing to assess product discount programs and wholesaler inventory levels under the relevant agreements or waivers of their terms for certain key products.

Highlights of the sales of our products for the three months ended March 31, 2026 and 2025 are provided below. See Note 5 “Product and Geographic Information” to the Condensed Consolidated Financial Statements for further details on sales of our products.

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Women’s Health
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Nexplanon/Implanon NXT$201 $248 (19)%(21)%
NuvaRing24 22 10 (1)
Marvelon/Mercilon26 39 (34)(36)
Follistim AQ61 69 (12)(15)
Jada5 15 (66)(66)

Contraception

Worldwide sales of Nexplanon, a single-rod subdermal contraceptive implant, declined 19% for the three months ended March 31, 2026, compared to 2025, primarily due to decreased physician demand in the United States following the five-year label approval as reinsertions have been delayed and there has been uncertainty around federal funding. In 2025, we submitted a similar application for a five-year duration period of use to the EU and UK Health Authorities. The application for five-year duration was approved for UK in April, 2026. The EU application is currently under review, with potential approval in 2027, subject to health authority review and approval. Outside of the U.S., sales declined due to the timing of shipments in selective emerging markets, partially offset by increased demand and access in Brazil.

Worldwide sales of NuvaRing, a vaginal contraceptive product, increased 10% for the three months ended March 31, 2026, compared to 2025, due to the favorable impact of foreign exchange and lower discount rates in the United States.

Worldwide sales of Marvelon and Mercilon, combined oral hormonal daily contraceptive pills not approved or marketed in the United States, but available in certain countries outside the United States, declined 34% for the three months ended March 31, 2026, compared to 2025, as a result of decreased demand and market contraction in China and the timing of shipments in Asia Pacific.

Fertility

Worldwide sales of Follistim AQ, a fertility treatment, declined 12% for the three months ended March 31, 2026, compared to 2025, as a result of competitive driven price reduction in the United States partially offset by modest market growth in China. We anticipate a further decline due to the price reduction and increased competitive landscape in the U.S.

Other Women’s Health

In January 2026, we completed the sale of the Jada System to Laborie. As a result, worldwide sales of Jada, a device intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted, declined 66% for the three months ended March 31, 2026, compared to 2025.

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General Medicines

Biosimilars
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Renflexis$57 $57 1 %(1)%
Hadlima67 47 44 43 
Ontruzant5 18 (71)(72)
Brenzys20 14 39 32 

Renflexis is a biosimilar to Remicade2(infliximab) for the treatment of certain autoimmune conditions. Sales increased 1% for the three months ended March 31, 2026, compared to 2025, primarily due to favorable foreign exchange and increased demand in Canada partially offset by the competitive pressure and unfavorable discount rates in the United States.

Hadlima is a biosimilar to Humira2 (adalimumab) for the treatment of certain autoimmune and autoinflammatory conditions. Sales increased 44% for the three months ended March 31, 2026, compared to 2025, due to stronger demand in the United States and increased demand in Puerto Rico. We have commercialization rights to Hadlima in countries outside of the European Union, South Korea, China, Turkey, and Russia. Hadlima is currently approved in the United States, Australia, Canada and Israel.

Ontruzant is a biosimilar to Herceptin2 (trastuzumab) for the treatment of HER2-overexpressing breast cancer and HER2-overexpressing metastatic gastric or gastroesophageal junction adenocarcinoma. Sales for the three months ended March 31, 2026, compared to 2025, declined 71%, due to increased competition in international markets and lower tendered volume from Brazil’s Ministry of Health when compared with the same period in 2025. We have commercialization rights to Ontruzant in all countries except in South Korea and China.

Brenzys is a biosimilar to Enbrel2 (etanercept) for the treatment of certain inflammatory diseases. Sales for the three months ended March 31, 2026, compared to 2025, increased 39%, as a result of the timing of prior year tenders in Brazil. We have commercialization rights to Brenzys in countries outside of the United States, Europe, South Korea, China, and Japan.

Established Brands

Cardiovascular
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Atozet$85 $77 11 %5 %
Zetia/Vytorin108 107 1 (5)
Cozaar/Hyzaar57 55 4 (1)

Sales of Atozet, a medicine for lowering LDL cholesterol, increased 11% for the three months ended March 31, 2026, compared to 2025, primarily due to increased demand in China, due to the product launch in 2025, and in Asia Pacific as well as volume uptake in certain countries in Europe, partially offset by unfavorable pricing in Europe.

Combined global sales of Zetia® (ezetimibe), which is marketed as Ezetrol™ in most countries outside the United States; and Vytorin® (ezetimibe / simvastatin), which is marketed as Inegy™ outside the United States, medicines for lowering LDL cholesterol, increased 1% for the three months ended March 31, 2026, compared to 2025, primarily driven by favorable foreign exchange and increased demand in China, partially offset by less tender volume and the timing of shipments in the Middle East.

Combined global sales of Cozaar® (losartan) and Hyzaar® (losartan / hydrochlorothiazide), medicines for the treatment of hypertension, increased 4% for the three months ended March 31, 2026, compared to 2025, driven by favorable foreign exchange and increased demand in China, partially offset by decreased demand in various international markets.
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Respiratory
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Singulair$40 $74 (46)%(49)%
Nasonex65 72 (9)(17)
Dulera35 43 (20)(21)

Worldwide sales of Singulair, a once-a-day oral medicine for the chronic treatment of asthma and for the relief of symptoms of allergic rhinitis, declined 46% for the three months ended March 31, 2026, compared to 2025. This decline was primarily attributable to decreased demand due to less favorable medical guidelines in certain international markets, most recently in China, as well as temporary supply constraints in Japan and mandatory price reductions in China and Japan.

Global sales of Nasonex, an inhaled nasal corticosteroid for the treatment of nasal allergy symptoms, declined 9% for the three months ended March 31, 2026, compared to 2025, due to competitive pressure in various international markets.

Global sales of Dulera® (formoterol/fumarate dihydrate), which is also marketed as Zenhale in certain markets outside of the United States, a combination medicine for the treatment of asthma, declined 20% for the three months ended March 31, 2026, compared to 2025, primarily due to increased discount rate pressure and decreased demand in the United States.

Non-Opioid Pain, Bone and Dermatology
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Arcoxia$59 $62 (5)%(13)%
Vtama25 24 5 %5 %
* Calculation not meaningful.

Sales of Arcoxia™ ¹ (etoricoxib), a medicine for the treatment of arthritis and pain, declined 5% for the three months ended March 31, 2026, compared to 2025, primarily due to the phasing of shipments in various international regions and decreased demand in China.

Sales of Vtama, a cream for the topical treatment of mild, moderate, and severe plaque psoriasis in adults and atopic dermatitis, also known as eczema, in adults and children two years of age and older, increased 5% for the three months ended March 31, 2026, compared to 2025, due to increased demand and favorable discount rates in the United States. We anticipate launching Vtama in certain international markets in 2026 and beyond, subject to health authority reviews and approvals.

Other
Three Months Ended March 31,% Change% Change Excluding Foreign Exchange
($ in millions)20262025
Emgality$54 $32 69 %50 %
* Calculation not meaningful.

Sales of Emgality, a medicine for the preventive treatment of migraine, increased 69% for the three months ended March 31, 2026, compared to 2025, as a result of continued uptake following the acquisition of the distribution and promotion rights from Lilly in January of 2024 in certain markets outside of the United States.

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Gross Profit, Expenses and Other
Three Months Ended March 31,% Change
($ in millions)20262025
Cost of sales$677 $672 1 %
Gross profit783 841 (7)
Selling, general and administrative424 420 1 
Research and development93 96 (3)
Acquired in-process research and development and milestones— 6 (100)
Restructuring costs31 86 (64)
Interest expense111 124 (10)
Exchange losses (gains)7 (4)*
Other (income) expense, net(96)12 *
* Calculation not meaningful.

Cost of Sales

Cost of sales increased 1% for the three months ended March 31, 2026, compared to 2025, driven by our product mix. Cost of sales for the three months ended March 31, 2026 compared to 2025, includes amortization associated with the inventory fair value adjustment related to the Dermavant acquisition of $7 million and $9 million, respectively, and amortization of intangible assets of $47 million and $50 million, respectively.

Gross Profit

Gross profit decreased 7% for the three months ended March 31, 2026, compared to 2025, due to the impact of unfavorable pricing and product mix and unfavorable foreign exchange.

Selling, General and Administrative

Selling, general and administrative expenses increased 1% for the three months ended March 31, 2026, compared to 2025, due to increased costs associated with our Jada divestiture.

Research and Development

Research and development expenses decreased 3% for the three months ended March 31, 2026, compared to 2025, primarily due to a decrease in clinical study activity. During 2025, we discontinued the clinical development programs for investigational candidates OG-6219 and OG-7191.

Acquired In-Process Research and Development and Milestones

For the three months ended March 31, 2025, we recognized $6 million in acquired in-process research and development and milestones, related to the exit of our agreement with Centergene, due to the evolving fertility landscape in China.

Restructuring Costs

For the three months ended March 31, 2026, we incurred restructuring costs of $31 million related to our 2026 restructuring initiatives to streamline and optimize our research and development and manufacturing operations, focusing on enhancing efficiency and aligning resources with strategic priorities. For the three months ended March 31, 2025, we incurred restructuring costs of $86 million, comprised primarily of headcount-related restructuring expense associated with restructuring initiatives that were aimed at driving operational efficiencies in 2025.
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Interest Expense

Interest expense decreased 10% for the three months ended March 31, 2026, compared to 2025, due to the repurchase and cancellation of approximately $419 million of the Company’s 5.125% notes due in 2031 (“the 2031 Notes”) during the second and fourth quarters of 2025 combined with lower reference rates on our variable rate debt.

Exchange Losses (Gains)

Exchange losses (gains) were unfavorable for the three months ended March 31, 2026, compared to 2025, primarily due to unfavorable movements in certain foreign currencies relative to the U.S. dollar.

Other (Income) Expense, net

Other (income) expense, net was impacted for the year ended March 31, 2026, by an $81 million net gain related to the divestiture of the Jada System to Laborie in the first quarter of 2026 and $7 million related to the accretion of the Dermavant acquisition contingent consideration, related to changes in the timing of expected commercial milestones based on updated sales forecasts.

Taxes on Income

The effective income tax rates were 31.4% and 13.4% for the three months ended March 31, 2026 and 2025, respectively. These effective income tax rates reflect the beneficial impact of foreign earnings, offset by the impact of U.S. inclusions under the Global Intangible Low-Taxed Income regime and a valuation allowance recorded against non-deductible U.S. interest expense. Also included in the first quarter tax rate, is the beneficial impact of the sale of the Jada System. There was a favorable impact to the 2025 year-to-date effective tax rate driven by a tax amortization benefit.

On July 4, 2025, U.S. House Resolution 1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes significant corporate tax provisions such as modifications to interest deductibility, the option to fully expense U.S.-based R&D costs, and changes to the taxation of foreign earnings. For 2026 and beyond, the impacts of the OBBBA are reflected in our U.S. cash tax liability and income tax provision primarily reflected as an increase in our interest expense limitation offset by a decrease in our foreign income inclusions.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of $1.12 billion. We have historically generated and expect to continue to generate positive cash flow from operations. Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facility. Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings, strategic business development transactions and the payment of dividends. We believe that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our future cash flow needs. Our ability to raise new capital or refinance our debt, will depend on the capital markets and our financial condition at such times.

Working capital is defined as current assets less current liabilities and was $2.43 billion and $1.96 billion as of March 31, 2026 and December 31, 2025, respectively. Working capital was positively impacted by our active cash cycle management, which includes the factoring of receivables and timing of vendor payments and the proceeds from the divestiture of the Jada System.

We have accounts receivable factoring agreements with financial institutions in certain countries. Under these agreements, we have factored $216 million and $217 million of our accounts receivable as of March 31, 2026 and December 31, 2025, respectively. See Note 11 “Financial Instruments” to the Condensed Consolidated Financial Statements for information on our accounts receivable factoring and related agreements.

Net cash provided by operating activities was $225 million for the three months ended March 31, 2026, compared to $75 million for the same period in the prior year due to our active cash cycle management.

Net cash provided by investing activities was $386 million for the three months ended March 31, 2026, compared to $172 million used in investing activities for the same period in the prior year, primarily due to proceeds from the divestiture of the Jada system and decreased milestone payments.
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Net cash used in financing activities was $38 million for the three months ended March 31, 2026, compared with $75 million for the same period in the prior year, primarily driven by decreased dividend payments in the current year and increased repayments of debt in the current year.

As part of our post-spinoff plan to further optimize our manufacturing and supply network, we will continue to separate our supply chain through planned exits from supply agreements with Merck through 2031. This will enable us to redefine our appropriate sourcing strategy, and move to fit-for-purpose supply chains, while focusing on delivering efficiencies. We anticipate continuing to incur costs associated with this separation, including but not limited to accelerated depreciation, exit premiums and fees, technology transfer costs, stability and qualification batch costs, one-time resourcing costs, regulatory and filing costs, capital investment, and inventory stock bridges.

Our contractual obligations as of March 31, 2026, which require material cash requirements in the future, consist of contractual milestones, purchase obligations and lease obligations. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for further details. As of March 31, 2026, there have been no material changes to our contractual obligations outside of the ordinary course of business.

During the first quarter of 2026, we paid cash dividends of $0.02 per share. On April 30, 2026, the Board of Directors declared a quarterly dividend of $0.02 for each issued and outstanding share of our common stock. The dividend is payable on June 11, 2026, to stockholders of record at the close of business on May 11, 2026.

We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such transactions, if any, may be material, and will depend upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Critical Accounting Estimates

Our significant accounting policies, which include management’s best estimates and judgments, are included in Note 2 “Summary of Accounting Policies” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 2 “Basis of Presentation” to the Condensed Consolidated Financial Statements for information on the adoption of new accounting standards during 2026. There have been no changes to our accounting policies as of March 31, 2026. A discussion of accounting estimates considered critical because of the potential for a significant impact on the Condensed Consolidated Financial Statements due to the inherent uncertainty in such estimates are disclosed in the Critical Accounting Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Organon’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, see Note 2 “Basis of Presentation” to the Condensed Consolidated Financial Statements included in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no changes to our market risk during the quarter ended March 31, 2026. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth under Item 7A.—Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Quarterly Evaluation of Disclosure Controls and Procedures

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, we determined that certain material weaknesses in our internal control over financial reporting existed as of December 31, 2025. Those material weaknesses are described below and continued to exist as of March 31, 2026.

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to provide reasonable assurance that information required to be disclosed in the reports we file or submit under
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the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial officer), as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports we file or submit is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026 in connection with the filing of this report. Based on this evaluation, the CEO and the CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting as described below.

Notwithstanding the material weaknesses, management has concluded that its condensed consolidated financial statements included in this report fairly present, in all material respects, our condensed consolidated financial position and results of operations as of March 31, 2026.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, we previously identified the following material weaknesses in our internal control over financial reporting, which were not remediated as of March 31, 2026:

•We failed to set an appropriate tone at the top. Specifically, our former CEO and leader of our U.S. commercial organization applied inappropriate pressure to achieve sales targets through sales of Nexplanon to two United States wholesalers above demand and engaged in inappropriate business conduct that violated our Code of Conduct.
•The material weakness with respect to our tone at the top contributed to an additional material weakness of not maintaining effective controls related to information and communication. We did not design and maintain effective controls related to the information and communication component of the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Specifically, our former CEO and certain senior members of our U.S. commercial organization did not ensure appropriate communication with, or provide complete information to, our Disclosure Committee and the financial reporting group to evaluate disclosures and financial reporting conclusions related to sales practices for wholesalers.

These material weaknesses did not result in misstatements of our previously reported historical financial statements.

Each of these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan and Activities

We are committed to taking steps necessary to remediate the material weaknesses as described above. We are actively engaged and have devoted substantial resources towards the implementation of enhanced procedures and controls and the remediation of material weaknesses in our internal control over financial reporting. We have established a Remediation Plan Task Force to serve as a Project Management Office to monitor our remediation efforts and have also engaged external legal, accounting, financial and other consulting and professional services firms to assist in the development and execution of our comprehensive remediation plan. We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the material weaknesses described above. Actions taken to date include:

•On October 27, 2025, our Board of Directors enacted Company leadership changes with the executive appointments of Joseph Morrissey as our Interim CEO and Carrie S. Cox as our Interim Executive Chair, with Mr. Morrissey and Ms. Cox being appointed to such roles on a permanent basis on April 26, 2026.
•Beginning in November 2025, we held multiple Founders meetings with employees, including Global Founders Forums and U.S. Commercial Town Hall. Senior leadership disseminated Company-wide and team-specific communications to emphasize our commitment to our core values, compliance, integrity and ethics.
•On December 2, 2025, our Board of Directors ratified our enhanced our Code of Conduct to clarify responsibilities related to our financial reporting and disclosures, including awareness of the options to raise concerns or questions to
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our management, human resources, compliance, legal, the technical accounting department and/or through the SpeakUp Tool, which is available globally as an alternate, confidential channel for raising concerns.
•On January 30, 2026, we communicated and launched training on our Code of Conduct, as amended, regarding ethical tone, corporate culture and appropriate business practices;
•During the quarter ended December 31, 2025, we implemented revisions to our Quarterly Financial Certification Questionnaire to include targeted questions that are designed to (i) address areas tied to the material weaknesses we identified in our internal control over financial reporting, (ii) strengthen our disclosures and (iii) reduce the risk of misleading business practices.
•On February 2, 2026, our Audit Committee ratified an enhanced Disclosure Committee charter that was previously approved by our Interim CEO and CFO. These changes to the Disclosure Committee charter included, among other changes, (i) enumerating additional Disclosure Committee meeting requirements and guidelines for Disclosure Committee members and participants, (ii) providing for a Disclosure Committee Chair designated by the CEO and CFO, (iii) expanding the duties and responsibilities of the Disclosure Committee as to the type and scope of disclosure and risks for its review, (iv) requiring the Disclosure Committee to annually review its charter to identify any recommend changes and (v) mandating continuing education and training of the participants in our disclosure process. In addition, we strengthened our Disclosure Committee processes and procedures to facilitate active participation by Disclosure Committee members.
•During the quarter ended December 31, 2025, we implemented additional and enhanced Sarbanes-Oxley (“SOX”) sub-certifications and internal management representation letters to support our public reporting and disclosure. By January 15, 2026, we provided training to our Executive Leadership Team and to other Disclosure Committee members and participants on the purpose and importance of SOX, SOX sub-certifications and the process for evaluating the representations made that support the disclosure contained in our filings.
•On February 25, 2026, an enhancement to the Company’s Annual Ethics and Policy Certification was launched to all of our employees, requiring all founders to review and certify their understanding of ethical responsibilities and compliance with laws, regulations, and Organon policies, including the Code of Conduct.
•On March 31, 2026, we communicated and launched training to relevant commercial and finance employees on revenue-related business practices, emphasizing the importance of revenue recognition and related disclosures. This training reinforced our commitment to ethical conduct, transparency, accuracy and reliability and helped to strengthen credibility and trust in our financial reporting.
•We performed a comprehensive review of the quarterly Distribution Services Agreement payment process. Based on that review, we developed an internal policy to provide oversight and establish guidelines for management fee arrangements with wholesalers. This policy and related procedures were communicated to relevant U.S. Commercial employees on April 24, 2026.
•New internal controls were implemented effective Q1 2026 related to US sales monitoring, as well as enhanced reviews for inventory levels at the wholesaler and days on hand at the wholesaler.

We have completed the implementation of the remediation actions described above and have begun evaluating the operating effectiveness of the related actions and controls. However, because these controls have not been operating for a sufficient period of time to allow management to evaluate their effectiveness, management continues to conclude that the material weaknesses described above exist as of the reporting date of March 31, 2026. The process of designing and maintaining effective internal control over financial reporting is an ongoing process that requires management to anticipate and respond to changes in our business, economic, and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate existing material weaknesses or modify the remediation actions described above.

While we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until the related controls have operated for a sufficient period of time, and management has concluded, based on testing that the controls are effective.

Quarterly Changes in Internal Control Over Financial Reporting

As described above under “Remediation Plan and Activities”, we implemented changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information called for by this Item is incorporated herein by reference to Note 15 “Contingencies” to the Condensed Consolidated Financial Statements included in Part I, Item. 1.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our risk factors from those disclosed in Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025.

Risks Related to the Merger with Sun Pharma

The closing of our proposed merger with and into Sun Pharma is subject to a number of conditions, many of which are largely outside of the parties’ control, and, if these conditions are not satisfied or waived on a timely basis, the merger agreement may be terminated and the transaction may not be completed.

On April 26, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Pharma and the additional parties thereto, relating to the merger. The consummation of the merger is subject to various conditions, including, among others, customary conditions relating to: the adoption of the Merger Agreement by the holders of a majority of the outstanding shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose; the expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of certain non-U.S. antitrust and foreign direct investment approvals; the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; the absence of any “Company Material Adverse Effect” (as defined in the Merger Agreement) having occurred since the signing that is continuing as of the closing; the filing or receipt of required regulatory approvals without the imposition of any term, condition or consequence the acceptance of which would constitute a “Substantial Detriment” (as defined in the Merger Agreement) and other customary conditions relating to the accuracy of representations and warranties and performance of covenants.

The governmental authorities from which authorizations under antitrust and foreign investment laws, including the HSR Act, are required have broad discretion in administering the governing laws and regulations. These governmental authorities may initiate proceedings seeking to prevent, or otherwise seek to prevent, the merger.

The failure to satisfy all of the required conditions could delay the completion of the merger by a significant period of time or prevent it from occurring. Any delay in completing the merger could cause the parties to not realize some or all of the benefits that are expected to be achieved if the merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed within the expected timeframe or at all.

Failure to complete the merger could adversely affect our stock price and future business and financial results, and our ability to continue as a going concern may be adversely affected.

There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. If the Merger is not completed within the expected timeframe or at all, our ongoing business could be adversely affected and we will be subject to a variety of risks and possible consequences associated with the failure to complete the merger, including the following: following, or in connection with, the termination of the Merger Agreement, in certain circumstances, we will be required to pay Sun Pharma a termination fee of $120,000,000; we will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, and substantial acquisition-related costs, including employee retention expenses, regardless of whether the merger closes; under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the merger, which may adversely affect our ability to execute certain of our business strategies; and the proposed merger, whether or not it closes, will divert the attention of certain of our management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to us as an independent company.

In addition, the Merger Agreement restricts our ability to conduct certain significant financing transactions prior to the closing of the merger, and we may therefore be unable to raise the capital required to execute certain of our business strategies. Further, while we believe that our existing cash resources and cash generated by operations, supplemented as necessary by periodic
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utilization of our revolving credit facility, provide sufficient liquidity to support our near-term working and capital expenditure needs, service the ongoing principal and interest payments on our existing indebtedness, and satisfy our other funding and investment requirements for the next 24 months, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then-outstanding balances of our term loan, 4.125% secured notes, and 2.875% euro-denominated secured notes, all of which mature in 2028 (collectively, our “2028 debt”). If the proposed merger does not close, we would be dependent upon our ability to access the credit markets or source additional equity investments to repay or refinance the outstanding balances of our 2028 debt. In addition, our ability to service our indebtedness and to fund our other liquidity requirements will depend on our ability to generate and access cash in the future, which is subject to general economic, financial, contractual, competitive, legislative, regulatory and other factors.

Failure to raise significant amounts of funding to repay our 2028 debt at maturity would adversely affect our financial condition and could result in a going concern qualification with respect to our annual audited financial statements. We could also be required to raise capital via equity transactions (which may be dilutive to existing investors or provide new investors with rights, preferences, or privileges senior to our common stock), sale of significant assets, and significant cost reduction measures. Even if we are able to reduce or refinance our existing debt, we expect that such actions would result in increased interest expenses, subject us to additional financial covenants and other lender protections, and require significant use of our other available liquidity and capital resources. Any of these measures may have an adverse impact on our ability to execute our business plan, take advantage of future opportunities, including our ability to raise capital, fund our business development initiatives, maintain relationships with third parties with whom we conduct business, including customers, vendors and lenders, or respond to competitive pressures or unanticipated financial requirements. The ultimate success of any such actions in sustaining our ability to continue as a going concern cannot be assured, and no assurance can be given that such financing or asset sales will be available or, if available, that they will be on commercially favorable terms.

If the merger is not completed, these risks could materially affect our business and financial results and our stock price, including to the extent that the current market price of our common stock is positively affected by a market assumption that the merger will be completed.

The announcement and pendency of the merger could adversely affect our business, financial results and/or operations.

Our efforts to complete the merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. For example, we may forego opportunities we may have otherwise pursued absent the proposed merger. Uncertainty as to whether the merger will be completed may also affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the merger is pending because employees may experience uncertainty about their roles following the merger. A substantial amount of our management’s and employees’ attention is being directed toward the completion of the merger and therefore is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with vendors, suppliers, regulators and other business partners. For example, vendors, suppliers, and other counterparties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the merger could be exacerbated by any delays in completion of the merger or termination of the Merger Agreement.

The Merger Agreement limits our ability to pursue alternative transactions, which could deter, but does not prevent, a third party from proposing an alternative transaction that the Company could consider within the parameters set forth in the Merger Agreement.

The Merger Agreement contains a customary “no-shop” provision which, subject to certain exceptions, restricts our ability to initiate, solicit or knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement) or to engage in discussions or negotiations relating to an Acquisition Proposal. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the outstanding shares of our common stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our common stock than it might otherwise have proposed to pay.

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Litigation may arise in connection with the merger, which could be costly and divert management’s attention and otherwise materially harm our business.

Lawsuits may be filed challenging the disclosures contained in the proxy statement and/or challenging other aspects of the merger. Regardless of the outcome of any future litigation related to the merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business. The litigation costs and diversion of management’s attention and resources to address the claims and counterclaims in any litigation related to the merger may materially adversely affect our business, financial condition and operating results. If the merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the merger. Any litigation related to the merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our partners, or otherwise materially harm our operations and financial performance.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2026, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits
NumberDescription
2.1—
*+10.1
—
*+10.2
—
*+10.3
—
*+10.4
—
*31.1
—
*31.2—
**32.1—
**32.2—
101.INS—XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH—XBRL Taxonomy Extension Schema Document.
101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF—XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB—XBRL Taxonomy Extension Label Linkbase Document.
101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document.
104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Furnished herewith.
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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.
Date: May 4, 2026
/s/ Lynette Holzbaur
Lynette Holzbaur
Senior Vice President Finance - Corporate Controller
Date: May 4, 2026
/s/ Matthew Walsh
Matthew Walsh
Chief Financial Officer

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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:            ###PARTICIPANT_NAME###
Grant Type:        PSU
Grant Date:        ###GRANT_DATE###
Performance Period:    January 1, 2026 – December 31, 2028
Target Shares:        ###TOTAL_AWARDS###
I.GENERAL INFORMATION
These PSUs are granted under and subject to the Global Terms for 2026 Performance Share Unit Award, including any additional terms and conditions for your country in Appendix A (the “Award Terms”) and the Organon & Co. 2021 Incentive Stock Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in these Award Terms shall have the same meanings as provided in the Plan.
IMPORTANT NOTICE: This grant requires the holder (“you” or “Grantee”) to affirmatively accept it. You MUST log onto the Morgan Stanley website (Morgan Stanley at Work) to accept your grant. Follow the procedure on the Morgan Stanley website to accept your PSU Award within 90 days. Failure to accept the terms and conditions of your PSU Award within 90 days may result in forfeiture of the PSU Award.
II.DEFINITIONS. For the purpose of these Award Terms:
“Cause” means Grantee’s (i) material breach of any written agreement between Grantee and the Employer, including Grantee’s breach of any material representation, warranty or covenant made under any such agreement, or Grantee’s breach of any written policy or code of conduct established by the Employer and applicable to Grantee; (ii) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) commission of, or conviction or indictment for, or pleading no contest (or local equivalent) to, any crime (which carries a custodial sentence) or any crime involving moral turpitude; (iv) willful failure or refusal to perform Grantee’s duties to the Employer or to follow any lawful directive from the Board or Grantee’s supervisor; or (v) failure to competently perform statutory or reasonably assigned duties with the Employer at a level that can be reasonably expected of a person with Grantee’s position, excluding a failure that Grantee could not be reasonably expected to realize would constitute such a failure (other than a failure resulting from Grantee’s incapacity due to physical or mental illness), which failure is not cured, if curable, within ten (10) days after written notice from the Employer or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board (which notice specifies in reasonable detail the grounds constituting Cause).
“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.
“Constant Currency Revenue” means the Company’s revenue (as reported in the Company's quarterly and annual earnings releases filed with the U.S. Securities and Exchange Commission for the applicable period), adjusted to remove the impact of (i) actual currency exchange rates (versus currency exchange rates budgeted in the annual operating plan), (ii) significant unplanned acquisitions and/or divestitures, extraordinary items and other unusual
1


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Exhibit 10.1
or non-recurring charges and/or events, (iii) an event either not directly related to Company operations or not reasonably within the control of Company management, and (iv) the effects of significant accounting changes in accordance with U.S. GAAP, or other significant legislative changes. Without limiting the foregoing, the Committee shall make appropriate adjustments to the calculation of such Constant Currency Revenue to take into account any other unusual or non-recurring events or changes in the business of the Company during the Performance Period.
“Disability” means the inability to perform the material duties of Grantee’s role by reason of a physical or mental infirmity that is expected to last for at least six months or to result in his or her death, whether or not he or she is eligible for disability benefits from any applicable disability program.
“Final Award” means the percentage of the Target Shares (or cash in lieu thereof) to be distributed as described in Section III hereof.
“Free Cash Flow” means the Company’s adjusted earnings before interest, taxes, depreciation, amortization and in-process research & development (IPRD) milestone payments (as reported in the Company's quarterly and annual earnings releases filed with the U.S. Securities and Exchange Commission for the applicable period), adjusted to remove the impact of (i) net cash interest expenses, cash taxes, changes in working capital, and capital expenses during the Performance Period, (ii) significant unplanned acquisitions and/or divestitures, extraordinary items and other unusual or non-recurring charges and/or events, (iii) an event either not directly related to Company operations or not reasonably within the control of Company management, and (iv) the effects of significant accounting changes in accordance with U.S. GAAP, or other significant legislative changes. Without limiting the foregoing, the Committee shall make appropriate adjustments to the calculation of such Free Cash Flow to take into account any other unusual or nonrecurring events or changes in the business of the Company during the Performance Period.
“Grant Date” means the Grant Date specified above.
“Involuntary Termination” means termination of employment by the Company or its affiliates in a manner that entitles Grantee to benefits under the applicable separation benefits plan and specifically excludes non- performance of his or her duties and other termination reasons such as Sale, Retirement, Death, Disability, Cause or Change in Control.
“Performance Period” means the Performance Period specified above.
“Performance Share” or “Performance Share Unit” or “PSU” means a phantom share of the Company’s common stock. Until and unless distributed pursuant to Section VI, Performance Shares shall not entitle the holder to any of the rights of a holder of common stock, including voting rights; provided, however, that the Committee retains the right to make adjustments as described in Section 7 of the Plan.
“PSU Award” means an award of Performance Shares as described in these Award Terms.
“Retirement” means if Grantee is employed in the U.S., a termination of employment after attaining the earliest of (a) age 55 with at least 10 years of service and (b) age 65 without regard to years of service. If Grantee is not employed in the U.S., “retirement” is determined by the Company, in its sole discretion. The Company reserves the right to modify any definition of retirement established for purposes of this PSU Award and/or adjust the consequences of termination due to retirement in order to comply with local law.
“R-TSR” means the Company’s TSR performance relative to the TSR of the S&P Composite 1500 Healthcare Index.
“Sale” means, with respect to this PSU Award, the sale, whether through the sale of stock, assets or a combination thereof, of the subsidiary, JV or division, as applicable, for which Grantee primarily provides services and which does not constitute a Change in Control of the Company.
“S&P Composite 1500 Healthcare Index" are the companies that are constituents of the S&P Composite 1500 Healthcare Index as of the first day of the Performance Period, adjusted as may be necessary to reflect any merger, reorganization, recapitalization, extraordinary cash dividend, combination of shares, consolidation, rights
2


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Exhibit 10.1
offering, spin off, split off, split up, bankruptcy, liquidation, acquisition, or other similar change in any such constituent. In the event a constituent company files for bankruptcy or liquidates due to an insolvency, such company shall continue to be treated as a constituent company, and such company’s ending stock price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple constituent companies file for bankruptcy or liquidate due to an insolvency, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies/ liquidations ranking lower than later bankruptcies/liquidations). In the event of a formation of a new parent company by a constituent company, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original constituent company or the assets and liabilities of such company immediately prior to the transaction, such new parent company shall be substituted for the original constituent company to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original constituent company are not. In the event of a merger or other business combination of two constituent companies (including, without limitation, the acquisition of one constituent company or all or substantially all of its assets, by another constituent company), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as constituent company, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction. If a transaction or other change with respect to a constituent company is not covered by the foregoing, the Committee shall determine the treatment of such transaction or other change in its discretion.

“Target Shares” means the number of Performance Shares (or cash value thereof) that will be distributable if the Performance measures are achieved at the level identified as “target” for the Performance Period.
“Total Shareholder Return” or “TSR” means the change in value of one share of the common stock of the Company or a member of the S&P Composite 1500 Healthcare Index over the Performance Period, considering stock price appreciation (or depreciation) and the reinvestment of dividends. The beginning stock price will be calculated using the 20-day trading average for the company common stock ending one business day before the Performance Period. The ending stock price will be calculated using the 20-day trading average for the company common stock ending on the last business day of the Performance Period. Dividends will assume to be reinvested as of the ex-dividend date and will be measured from the beginning of the 20-day trading period preceding the Performance Period and through the end of the Performance Period.
“Vesting Date” means the last day of the Performance Period. The award will vest on the Vesting Date (unless sooner terminated). The PSUs will be settled as soon as practicable after the Vesting Date and after the Final Award has been determined by the Committee, but in no event later than sixty (60) days following the Vesting Date.
III.CALCULATION OF FINAL AWARD OF PERFORMANCE SHARE UNITS
Grantee shall earn and vest in the number of PSUs determined as provided for in this Section III unless otherwise provided for in Section V.
A.Performance Metrics
The Final Award under this PSU Award will be determined based on the Company’s cumulative Free Cash Flow, cumulative Constant Currency Revenue, and R-TSR achievement over the Performance Period, as reflected in the table below.
Financial Metric
Weight
50% Payout
(Threshold)
$M
75% Payout
$M
100% Payout
(Target)
$M
150% Payout
$M
200% Payout
(Maximum)
$M
3-Year Cumulative Free Cash Flow






3


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Exhibit 10.1

Financial Metric
Weight
25% Payout
(Threshold)
$M
50% Payout
$M
100% Payout
(Target)
$M
150% Payout
$M
200% Payout
(Maximum)
$M
3-Year Cumulative Constant Currency Revenue







R-TSR Metric
Weight
Threshold
(50% payout)
$M
Target
(100% payout)
$M
Maximum
(200% payout)
$M
3-Year R-TSR





For performance between the payout levels reflected above, the portion of PSUs that vest will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest payout percentages indicated above. Notwithstanding the foregoing, in no event will the 3-Year R-TSR performance be greater than target if the Company’s absolute TSR over the Performance Period is negative. For the avoidance of doubt, the payout percentage for performance that is less than the threshold level reflected above will be 0% and in no event will more than 200% of the Target Shares be earned hereunder.
B.The Final Award
Represents the number of Target Shares (or the cash value thereof) adjusted by the final payout percentage as determined based on the achievement of the performance metrics stated in Paragraph A above. PSUs that do not vest based on performance as determined in Paragraph A above will terminate.
IV.DIVIDEND EQUIVALENTS
During the Performance Period, dividend equivalents will be accrued in a Company bookkeeping account on the Performance Shares if and to the extent dividends are paid by the Company on its common stock. Payment of such dividend equivalents will be made, without interest or earnings, at the end of the Performance Period only on the Final Award. Unless otherwise determined by the Committee in its sole discretion, such dividend equivalents shall be paid as additional shares in an amount equal to the sum of the dividend equivalents paid during the Performance Period on the Final Award divided by the price of a share of Company common stock on the date the Final Award is determined. If any portion of this PSU Award lapses, is forfeited or expires, no dividend equivalents will be credited or paid on such portion. Any payment of dividend equivalents will be reduced to the extent necessary for the Company to satisfy any tax or other withholding obligations or rights.
V.TERMINATION OF EMPLOYMENT
If Grantee’s employment with the Company or a parent, subsidiary, affiliate or joint venture (“JV”) of the Company that employs Grantee (the “Employer”) is terminated during the Performance Period, Grantee’s right to this PSU Award will be determined according to the terms in this Section V, subject to Section X.
A.General Rule
If a Grantee’s employment is terminated during the Performance Period for any reason other than those specified below, this PSU Award will be forfeited on the date employment ends as determined for grantees outside the U.S. in accordance with paragraph (12) of Section X. For the avoidance of doubt, unless otherwise provided below, service during any portion of the Performance Period shall not entitle Grantee to vest in a pro rata portion of this PSU Award.
B.Joint Venture
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Exhibit 10.1
A transfer of Grantee’s employment to a JV, including any other entity in which the Company has determined that it has a significant business or ownership interest, is not considered termination of employment for purposes of this PSU Award. Such employment must be approved by, and contiguous with employment by, the Company. The terms set out below apply to this PSU Award while Grantee is employed by the JV or other entity.
C.Other Terminations
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Exhibit 10.1
If primary reason your employment ends is due to:
Here is what happens to your PSUs:
Voluntary Termination
If Grantee’s employment ends after the Performance Period has ended but prior to the payout date, the PSU Award and accrued dividend equivalents will be distributed to Grantee at such time as they would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III.
For the avoidance of doubt, if Grantee’s employment ends during the Performance Period, the PSU Award and accrued dividend equivalents will be forfeited on the date Grantee’s employment ends.
Termination for poor performance or for Cause
Notwithstanding whether the Performance Period has ended, if Grantee’s employment ends prior to the payout date, this PSU Award and accrued dividend equivalents will be forfeited on the date Grantee’s employment ends.
Involuntary Termination (not for poor performance)
Retirement Death Disability
A pro rata portion of the PSU Award and accrued dividend equivalents (based on the number of completed months during the Performance Period prior to the month during which Grantee’s employment terminated) will be distributed to Grantee at such time as they would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III. The remainder will be forfeited on the date Grantee’s employment ends.
The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Performance Period (prior to the month during which Grantee’s employment terminated) during which Grantee was employed by the Employer or the Company or any subsidiary, affiliate, or JV of the Company, and the denominator of which is the total number of months during the Performance Period.1
Sale (for example, sale of your subsidiary, division or JV)
The following portion of the PSU Award and accrued dividend equivalents will be distributed to Grantee at such time as it would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III:
•one-third if employment terminates on or after the Grant Date but before the first anniversary thereof (the remainder will be forfeited on the date Grantee’s employment ends); and
•all if employment terminates on or after the first anniversary of the Grant Date.
Change in Control of the Company
If there is a Change in Control prior to the end of the Performance Period, the PSU Award will be converted to a Restricted Stock Unit award at 100% of the Target Shares, adjusted for any accrued dividends as of the effective date of such Change in Control, and become payable on the Vesting Date, subject to Grantee’s continuous employment.
In the event of an involuntary termination without Cause before the second anniversary of the closing of a Change in Control, the unvested Restricted Stock Unit award (which was converted from the PSU Award at the time of the Change in Control) shall become fully payable on the Vesting Date.
If the surviving, successor or acquiring company does not assume the unvested award or substitute similar awards, Grantee’s award will vest at 100% of the Target Shares, adjusted for any accrued dividends as of the effective date of such Change in Control, and be settled within 30 days following the Change in Control, as provided in Section 25(b) of the Plan; provided, however, if the Change in Control is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder) or if the settlement within 30 days of the Change in Control would be prohibited under Section 409A of the Code, the PSU Award shall vest as of such Change in Control and shall be distributed on the Vesting Date.


VI.DISTRIBUTION OF PERFORMANCE SHARES
1 The total number of months during the Performance Period for this PSU Award is 36 months.
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Exhibit 10.1
A.General Rule
Following the end of the Performance Period, Grantee shall be entitled to receive a number of shares of the Company’s common stock equal to the Final Award plus the shares for accrued dividend equivalents set forth in Section IV, rounded to the nearest whole number (no fractional shares shall be issued); provided, that the Committee may, in its sole discretion, provide that the Final Award shall be settled, in whole or in part, in the form of cash instead of shares, subject to the terms of the Plan and applicable law, with the value of the cash payment equal to the number of shares of Company common stock underlying the Final Award multiplied by the per share Fair Market Value of the Company common stock as of the last trading day immediately prior to the Vesting Date and without any interest or earnings. Such distribution shall be made as soon as administratively feasible, but in no event later than March 15 of the year following the year in which the Vesting Date occurs in accordance with Section III. Unless otherwise determined by the Committee, the Company shall withhold any applicable taxes directly from a Performance Share Unit before it is denominated in actual shares of common stock, if applicable.
B.Death
In the case of distribution on account of Grantee’s death, the portion of the Performance Share Unit distributable shall be distributed to Grantee’s estate. Unless the Committee determines otherwise, the Company will withhold any applicable taxes directly from a Performance Share Unit before it is denominated in actual shares of common stock, if applicable.
VII.TRANSFERABILITY
Prior to distribution pursuant to Section VI, the PSU Award shall not be transferable, assignable or alienable except by will or the laws of descent or distribution following a Grantee’s death.
VIII. DATA PRIVACY
The collection, use, storage and disclosure of any data constituting personal data in connection with this plan is conducted by or on behalf of the Company with an address at 30 Hudson Street, Floor 33, Jersey City, NJ 07302 U.S.A. The Company grants employees of the Company and any parent, subsidiary, affiliate or JV of the Company, the opportunity to participate in the Plan, at the Company's sole discretion. If Grantee would like to participate in the Plan, Grantee understands that Grantee should review the following information about the Company’s data processing practices and declare his or her consent.
If Grantee is outside the United States and in a country that has enacted privacy laws that provide for the concept of “controller”, the Company is the controller of the processing of Grantee’s personal data.
A.Data Collection and Usage
The Company collects, processes and uses Grantee’s personal data, including, name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of common stock or directorships held in the Company, and details of all awards, canceled, vested, or outstanding in Grantee’s favor, which the Company receives from Grantee or his or her Employer. If the Company offers Grantee the opportunity to participate in the Plan, then the Company will collect Grantee’s personal data for the purpose of (i) allocating stock, (ii) implementing, administering, and managing the Plan, (iii) communicating with Grantee in connection with the Plan, (iv) internal administration, (v) complying with the Company’s legal obligations, including under tax and securities laws, (the “Purposes”). The Company’s legal basis for the processing of Grantee personal data for the abovementioned Purposes are necessary (i) for the Company’s performance of its contractual obligations under the Plan, and (ii) pursuant to the Company’s legitimate business interests. In those jurisdictions where Grantee consent to the processing of Grantee’s personal data is required - which is not the case when Grantee is located within the European Economic Area (“EEA”) / UK - Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein. Failure to provide personal data in whole or in part could make it impossible for the Company to fulfil some or all of its obligations regarding Grantee’s participation in the Plan.
B.Stock Plan Administration Service Providers
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Exhibit 10.1
The Company discloses participant personal data to Morgan Stanley, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for Grantee. Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Grantee’s ability to participate in the Plan. The Company may also share the personal data with external advisors, banks, payroll providers, (potential) business partners in the context of a contemplated sale or restructuring of the Company and with competent authorities in so far as this is necessary for the Purposes as listed above.
C.International Data Transfers
The Company and its service providers are based in the United States. If Grantee is outside of the United States, Grantee should note that Grantee’s country has enacted data privacy laws that are different from the United States. Other than where the transfer is made directly from Grantee to the Company, if the transfers are being made from the EEA/UK, such transfers will be made in reliance on data transfer agreements (so called “Standard Contractual Clauses”) which may require the recipient to carry out a data transfer impact assessment and put in place supplementary measures to ensure an essentially equivalent level of protection as provided in the EEA/UK. To receive more information about the precautions used to protect Grantee’s personal data and/or a copy of the Standard Contractual Clauses Grantee can contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if Grantee’s Employer is established in the EEA/UK or Grantee is located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
D.Data Retention
The Company will use Grantee’s personal data only as long as is necessary for the Purposes listed above. When the Company no longer needs Grantee’s personal data, which will generally be seven years after participation in the Plan has been terminated, the Company will remove it from its systems. If the Company keeps the personal data longer, it would be either to satisfy legal or regulatory obligations, government orders to preserve data relevant to an investigation, or for the purposes of litigation or disputes and the Company’s legal basis would be relevant laws or regulations or where in the Company’s legitimate interests
E.Voluntariness and Consequences of Consent Denial or Withdrawal
Grantee’s participation in the Plan and his or her grant of consent is purely voluntary. Grantee may deny or withdraw his or her consent at any time. If Grantee does not consent, or if Grantee withdraws his or her consent, Grantee cannot participate in the Plan. This would not affect Grantee’s existing employment, career or salary; Grantee would merely forfeit the opportunities associated with the Plan.
F.Data Subject Rights
Grantee has a number of rights under data privacy laws in his or her country. Depending on where Grantee is based, his or her rights may include the right to (i) request access or copies of personal data the Company processes, (ii) rectification of incorrect / inaccurate personal data, (iii) deletion of personal data, (iv) restrictions on processing of personal data, (v) object to the processing of personal data, (vi) portability of personal data, (vii) to lodge complaints with competent authorities in Grantee’s country, and/or (vii) receive a list with the names and addresses of (any potential) recipients of Grantee’s personal data. To receive clarification regarding Grantee’s rights or to exercise Grantee’s rights please contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if Grantee’s Employer is established in the EEA/UK or Grantee is located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
G.Collection, Use and Transfer of Personal Data
The collection, use and transfer of Grantee’s personal data for the Purposes. Grantee also understands that the Company may, in the future, request Grantee to provide another data privacy consent. If applicable and upon request of the Company, Grantee agrees to provide an executed acknowledgement or data privacy
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Exhibit 10.1
consent form to the Company or the Employer (or any other acknowledgements, agreements, or consents) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in Grantee’s country, either now or in the future. Grantee understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.
If Grantee agrees with the data processing practices described in this notice, Grantee will declare his or her consent by clicking the “Accept” icon on the Morgan Stanley website.
IX.TAX WITHHOLDING
Regardless of any action the Company and/or the Employer take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items arising out of Grantee’s participation in the Plan and legally applicable or deemed applicable to Grantee (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer, if any. Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the PSU Award or underlying shares of common stock, including, but not limited to, the grant, vesting or settlement of the PSU, the subsequent sale of shares of common stock acquired upon the expiration of the Performance Period and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if Grantee has become subject to tax in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
The Tax-Related Items shall be satisfied by the Company withholding whole shares of common stock (or cash, if applicable) which would otherwise be delivered to Grantee having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises or as of the last trading day immediately prior to the applicable Vesting Date, as determined by the Committee, equal to the Tax-Related Items, and you will be deemed to have been issued the full number of shares of common stock (or, if applicable, cash payment) subject to the vested PSUs, notwithstanding that a number of the shares (or, if applicable, cash) is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
The Company shall withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (or, if permitted by the Committee, other applicable withholding rates, including maximum applicable rates in Grantee’s jurisdiction(s)). In the event of over-withholding, Grantee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in common stock), or if not refunded, Grantee may seek a refund from the local tax authorities. In the event of under-withholding, Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of common stock (or cash, if applicable) or the proceeds of the sale of shares, if Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.
X.NATURE OF GRANT
In accepting the PSU Award, Grantee acknowledges and agrees that:
1.the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
2.the grant of the PSU Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;
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Exhibit 10.1
3.all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company;
4.Grantee’s participation in the Plan is voluntary;
5.Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company and shall not interfere with the ability of the Employer to terminate Grantee’s employment or service relationship (if any) at any time;
6.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, the Company, or any parent, subsidiary, affiliate or JV of the Company, and that are outside the scope of Grantee’s employment or service contract, if any;
7.unless otherwise agreed with the Company in writing, the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of the Company or a subsidiary, affiliate or JV of the Company;
8.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
9.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any parent, subsidiary, affiliate or JV of the Company;
10.the future value of the shares of common stock underlying the PSU Award is unknown, indeterminable and cannot be predicted with certainty;
11.no claim or entitlement to compensation or damages shall arise from termination of the PSU Award resulting from termination of Grantee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any);
12.for purposes of the PSU Award, Grantee’s employment relationship will be considered terminated as of the date Grantee is no longer providing services to the Employer or the Company or any parent, subsidiary, affiliate or JV (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any), and unless otherwise expressly provided in this document, Grantee’s right to vest in the PSU Award under the Plan, if any, will terminate effective as of such date; the Committee or its delegate responsible for administering the Plan shall have the exclusive discretion to determine when Grantee is no longer providing services for purposes of the grant (including whether Grantee may still be considered to be providing services while on a leave of absence);
13.the PSU Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;
14.the Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendation regarding Grantee’s participation in the Plan, or the acquisition or sale of underlying shares. Grantee should consult with his or her personal tax, legal and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan; and
15.neither the Employer, nor the Company or any parent, subsidiary, affiliate or JV shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of the PSU Award or any amounts due to Grantee pursuant to the
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Exhibit 10.1
vesting of the PSU Award, the subsequent sale of shares acquired under the Plan or the receipt of any dividends and/or dividend equivalents.
XI.GOVERNING LAW AND VENUE
This document may be amended only by another written agreement between the parties. The PSU Award shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws. Unless otherwise set forth in the applicable grant agreement, the State and Federal courts located in the State of Delaware shall have exclusive jurisdiction for any action brought pursuant to the PSU Award.
XII.SEVERABILITY
The provisions of this document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
XIII.WAIVER
Grantee acknowledges that a waiver by the Company of breach of any provision of this document shall not operate or be construed as a waiver of any other provision of this document or of any subsequent breach by Grantee or any of Grantee’s beneficiaries, executors, or heirs.
XIV.ELECTRONIC ACCEPTANCE
The Company may, in its sole discretion, decide to deliver any documents related to the PSU Award or future PSUs that may be granted under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
XV.COUNTRY-SPECIFIC APPENDIX
The PSU Award shall be subject to any additional provisions for Grantee’s country, if any, set forth in the Appendix A. If Grantee relocates to one of the countries included in the supplement during the life of the PSU Award, the additional provisions for such country shall apply to Grantee, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
XVI.ADMINISTRATIVE POWERS
The Committee is responsible for construing and interpreting this grant, including the right to construe disputed or doubtful Plan provisions, and may establish, amend, and construe such rules and regulations as it may deem necessary or desirable for the proper administration of this grant. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation, and effect of this grant shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding, and conclusive upon the Company, all eligible employees and any person claiming under or through any eligible employee. All determinations by the Committee including, without limitation, determinations of the eligible employees, the form, amount and timing of incentives, the terms and provisions of incentives and the writings evidencing incentives, need not be uniform and may be made selectively among eligible employees who receive, or are eligible to receive, incentives hereunder, whether or not such eligible employees are similarly situated.
In addition to the Committee’s powers set forth in the Plan, anything in these Award Terms to the contrary notwithstanding, the Committee may revise the terms of any PSU Award not yet granted, or granted but prior to the end of a Performance Period, if unforeseen events occur and which, in the judgment of the Committee, make the application of the Terms of this PSU Award unfair and contrary to their intentions unless a revision is made.
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Exhibit 10.1
For further information regarding the Long-Term Incentive Program, please visit the Company’s intranet Long-Term Incentive homepage.
XVII.CLAWBACK POLICY
Notwithstanding any other provision in this Agreement to the contrary, Grantee and this PSU Award shall be subject to the Company’s Compensation Recoupment Policy, the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, and any other clawback policy adopted by the Company, each as may be amended from time to time to comply with applicable law, regulation or listing standard (collectively, the “Clawback Policies”). The provisions of this Section XVII are in addition to and not in lieu of any other remedies available to the Company in the event Grantee violates the Clawback Policies, or any laws or regulations. In accepting the PSU Award, Grantee acknowledges and agrees that they (a) have received and reviewed copies of the Company’s Compensation Recoupment Policy and the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, (b) are and will continue to be subject to the Clawback Policies to the extent applicable to Grantee, both during and after employment with the Company and/or any of its direct or indirect subsidiaries or affiliates, and (c) will abide by the terms of the Clawback Policies to the extent applicable, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Clawback Policies, as determined by the Committee in its sole discretion. In addition, Grantee acknowledges and agrees that Grantee will not be entitled to and hereby knowingly, voluntarily and intentionally waives any (i) indemnification for any liability or loss incurred by Grantee in connection with or as a result of any action taken by the Company to enforce the Clawback Policies (such action, a “Clawback Proceeding”) and (ii) indemnification or advancement of any expenses (including attorneys’ fees) from the Company and or any subsidiary of the Company incurred by Grantee in connection with any Clawback Proceeding; provided, however, if Grantee is successful on the merits in the defense of any claim asserted against Grantee in a Clawback Proceeding, Grantee will be indemnified for the expenses (including attorneys’ fees) you reasonably incurred to defend such claim.
XVIII.SECTION 409A COMPLIANCE
This paragraph applies only to the extent that Grantee is a U.S. taxpayer. This PSU Award is intended to be exempt from or comply with Section 409A of the Code and shall be interpreted and construed accordingly. Anything in the Plan or these Award Terms to the contrary notwithstanding, no distribution of PSUs may be made unless in compliance with Section 409A of the Code or any successor thereto. In addition, distributions, if any, to a “Specified Employee” as defined in Treas. Reg. Sec. 1.409A-1(i) or any successor thereto, to the extent required by Section 409A of the Code, made due to a separation from service (as defined in Section 409A) will not be made before the earlier of (i) the first day of the sixth month following the separation from service and (ii) the date of Grantee’s death, in the same form as they would have been made had this restriction not applied; provided further, that dividend equivalents that otherwise would have accrued will accrue during the period during which distribution is suspended, unless the settlement of those units is exempt from Section 409A of the Code.

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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:    ###PARTICIPANT_NAME###
Grant Type:    RSU
Units Granted:    ###TOTAL_AWARDS###
Grant Date:    ###GRANT_DATE###
###VEST_SCHEDULE_TABLE###
Vesting Schedule
Except as otherwise provided in these Terms, the Restricted Period ends with respect to this RSU Award in accordance with the vesting schedule as shown in the box above and in the Morgan Stanley Stock Plan System (the “Vesting Schedule” and each vesting date therein, the “Vesting Date”).
Each RSU that vests will entitle you to receive one share of common stock of the Company (or the cash value thereof, as described in paragraph E of this section) as soon as practicable after the applicable Vesting Date but in no event later than 60 days following the applicable Vesting Date.
I.    GENERAL INFORMATION
A.    Grant Document
This RSU Award is subject to the terms, conditions and provisions of the Organon & Co. 2021 Incentive Stock Plan, including any sub-plan thereunder for your country (the “Plan”). In addition, this RSU Award is subject to this document and any additional terms and conditions for your country in Appendix A (together, the “Terms”). Unless otherwise defined in this document, capitalized terms used in these Terms are as defined in the Plan.
IMPORTANT NOTICE: This grant requires the holder (“you”) to affirmatively accept it. You MUST log onto the Morgan Stanley website at (Morgan Stanley at Work) to accept your grant. Follow the procedure described on the Morgan Stanley website to accept your RSU Award within 90 days. Failure to accept the terms and conditions of your RSU Award within 90 days may result in forfeiture of the RSU Award.
B.    Grant
The number of RSUs granted to you on the Grant Date indicated in the Morgan Stanley Stock Plan System under the “Portfolio” section represents your total RSU Award.
C.    Restricted Period
The Restricted Period is the period during which this RSU Award is restricted and subject to forfeiture, unless ended earlier as described under Section II below. You shall have no rights as a stockholder,
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including voting rights, unless and until shares are issued to you after expiration of the Restricted Period. No fractional shares will be awarded. Any fractional shares will be rounded to the nearest whole share.
D.    Dividend Equivalents
During the Restricted Period, dividend equivalents will be accrued in a Company bookkeeping account if and to the extent dividends are paid by the Company on its common stock. Payment of such dividend equivalents will be made in cash, without interest or earnings, at the time of distribution as described in paragraph E of this section. If any portion of this RSU Award lapses, is forfeited or expires, no dividend equivalents will be credited or paid on such portion. Any payment of dividend equivalents will be reduced to the extent necessary for the Company to satisfy any tax or other withholding obligations or rights.
E.    Distribution
Upon the expiration of the Restricted Period, if you are then employed by the Company or any parent, subsidiary, affiliate or JV (as defined below) of the Company that employs you (the “Employer”), you will be entitled to receive a number of shares of Organon common stock equal to the number of RSUs that have become unrestricted and the dividend equivalents that accrued on that portion; provided, that the Committee may, in its sole discretion, provide that this RSU Award shall be settled, in whole or in part, in the form of cash instead of shares, subject to the terms of the Plan and applicable law, with the value of the cash payment equal to the number of shares of Organon common stock underlying the vested portion of the RSU Award multiplied by the per share Fair Market Value of the Organon common stock as of the last trading day immediately prior to the applicable Vesting Date, in each case subject to any applicable tax withholding obligations and without any interest or earnings.
In the case of distribution on account of your death, the portion of the RSUs distributable shall be distributed to your estate. Unless the Committee determines otherwise, the Company will withhold any applicable taxes directly from the distributable RSUs before they are denominated in actual shares of Organon common stock, if applicable.
F.    409A Compliance
This paragraph applies only to the extent that you are a U.S. taxpayer. These RSUs are intended to be exempt from or comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed accordingly. If the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations, then to the extent required by 409A of the Code, any RSUs that otherwise would have been settled during the first six months following your separation from service will not be settled until administratively feasible following the earlier of (i) the first day of the sixth month following the separation from service and (ii) your death, in the same form as they would have been made had this restriction not applied; provided further, that dividend equivalents that otherwise would have accrued will accrue during the period during which distribution is suspended, unless the settlement of those units is exempt from Section 409A of the Code.
II.    TERMINATION OF EMPLOYMENT
If your employment with the Company or your Employer is terminated during the Restricted Period or prior to distribution of the shares of common stock or cash pursuant to paragraph E of Section I, your right to this RSU Award will be determined according to the terms in this Section II, subject to Section VI.
A.    General Rule
If your employment is terminated during the Restricted Period or prior to distribution of the shares of common stock or cash pursuant to paragraph E of Section I for any reason other than those specified in the following paragraphs, this RSU Award (and any accrued dividend equivalents) will be forfeited on the date your employment ends. For the avoidance of doubt, unless otherwise provided in these Terms, service during any portion of the Restricted Period shall not entitle you to vest in a pro rata portion of the
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RSU Award. If your employment is terminated as described in this paragraph and you are later rehired by the Employer, the Company or a parent, subsidiary, affiliate or JV of the Company, this grant nevertheless will expire as of your termination date according to this paragraph, notwithstanding such rehire.
B.    Joint Venture
Employment with a joint venture including any other entity in which the Company has a significant business or ownership interest (“JV”) is not considered termination of employment for purposes of this RSU Award. Such employment must be approved by, and contiguous with employment by, the Company. The terms set out below apply to this RSU Award while you are employed by the JV or other entity.
C.    Other Terminations
If primary reason your employment ends is due to:Here’s what happens to your unvested RSUs:
Voluntary Termination
Termination for poor performance or for Cause
The unvested portion of the RSU Award and accrued dividend equivalents will be forfeited on the date your employment ends.
Involuntary Termination or without Cause
Retirement
Death
Disability
A pro rata portion of your unvested RSU Award and accrued dividend equivalents will be distributed to you on the next scheduled Vesting Date in accordance with the Vesting Schedule as they would have been paid if your employment had continued. The pro rata portion will equal the full amount of this RSU Award (whether or not vested) times the Pro-Ration Factor, reduced by the number of RSUs that have vested. The remainder and any other accrued dividend equivalents will be forfeited on the date your employment ends.

The “Pro-Ration Factor” equals (i) the number of monthly anniversaries of the Grant Date that has elapsed during the Restricted Period prior to the date of your termination (for the avoidance of doubt, excluding the day of your termination of employment), divided by (ii) the total number of months during the Restricted Period.
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Sale (for example, sale of your subsidiary, division or JV)
The following portion of your RSU Award and accrued dividend equivalents will be distributed to you as it would have been paid if your employment had continued as follows:
    one-third if employment terminates on or after the Grant Date but before the first anniversary thereof with the portion that vests distributed to you on the next scheduled Vesting Date (the remainder will be forfeited on the date your employment ends); and
    all if employment terminates on or after the first anniversary of the Grant Date, with the RSUs distributed to you in accordance with the normal Vesting Schedule.
Change in Control of the Company
If this RSU Award remains outstanding following a Change in Control and is converted into a successor RSU Award, any unvested portion becomes payable on the scheduled Vesting Date(s) subject to your continuous employment.
If the Employer or the Company or a parent, subsidiary, affiliate, or JV of the Company involuntarily terminates your employment during the Restricted Period without Cause before the second anniversary of the closing of any Change in Control, then this RSU Award will continue in accordance with its terms as if employment had continued and will be distributed in accordance with the Vesting Schedule as it would have been paid if your employment had continued.
 If this RSU does not remain outstanding following the Change in Control and is not converted into a successor RSU, then you will be entitled to receive cash for this RSU in an amount equal to the fair market value of the consideration paid to Organon stockholders for a share of Organon common stock in the Change in Control, payable within 30 days of the closing of the Change in Control; provided, however, if the Change in Control is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder) or if the settlement within 30 days of the Change in Control would be prohibited under Section 409A of the Code, the RSUs shall vest as of such Change in Control and shall be distributed in accordance with the normal Vesting Schedule. On the second anniversary of the closing of the Change in Control, this paragraph shall expire.
III.    TRANSFERABILITY
This RSU Award is not transferable and may not be assigned or otherwise transferred.
IV.    DATA PRIVACY
The collection, use, storage and disclosure of any data constituting personal data in connection with this plan is conducted by or on behalf of the Company with an address at 30 Hudson Street, Floor 33, Jersey City, NJ U.S.A. 07302. The Company grants employees of the Company and any parent, subsidiary, affiliate or JV of the Company, the opportunity to participate in the Plan, at the Company's sole discretion. If you would like to participate in the Plan, please review and acknowledge the following information about the Company’s privacy practices in connection with this Plan. Those disclosures supplement the disclosures contained in the Company’s general Privacy Notice available at www.organon.com/privacy. Your participation in the Plan and your grant of consent, if required, is purely voluntary. You may reject participation in the Plan or withdraw your consent, if applicable, at any time. If you reject participation in the Plan, do not consent, if applicable, or withdraw your consent, if applicable, you may be unable to participate in the Plan. This would not affect your existing employment, career, or salary; instead, you merely may forfeit the opportunities associated with the Plan.
If you are outside the United States and in a country that has enacted privacy laws that provide for the concept of “controller”, the Company is the controller of the processing of your personal data.
A.    Data Collection and Usage
The Company collects, processes and uses your personal data, including, name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of common stock or directorships held in the Company, and details of all awards, canceled, vested, or outstanding in your favor, which the Company receives from you or your Employer. If the Company offers you the opportunity to participate in the Plan, then the Company will collect and process your personal data for the purpose of (i) allocating stock, (ii) implementing, administering, and managing the Plan, (iii) communicating with you in connection with the Plan, (iv)
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internal administration, and (v) complying with the Company’s legal obligations, including under tax and securities laws, (the “Purposes”). The Company’s legal basis for the processing of your personal data for the abovementioned Purposes are necessary (i) for the Company’s performance of its contractual obligations under the Plan, and (ii) pursuant to the Company’s or your Employer’s legitimate business interests. In those jurisdictions where your consent to the processing of your personal data is required - which is not the case when you are located within the European Economic Area (“EEA”) / UK - you expressly and explicitly consent to the collection, processing and transfer practices as described herein. Failure to provide personal data in whole or in part could make it impossible for the Company to fulfil some or all of its obligations regarding your participation in the Plan.
B.    Stock Plan Administration Service Providers
The Company discloses participant personal data to Morgan Stanley, an independent service provider based in the United States, which assists the Company with the implementation, administration, and management of the Plan. In the future, the Company may select a different service provider and share your data with another company that serves in a similar manner. The Company’s service provider will open an account for you. You will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to your ability to participate in the Plan. The Company may also share the personal data with external advisors, banks, payroll providers, (potential) business partners in the context of a contemplated sale or restructuring of the Company and with competent authorities in so far as this is necessary for the Purposes as listed above.
C.    International Data Transfers
The Company and its service providers are based in the United States. If you are outside of the United States, you should note that your country has enacted data privacy laws that are different from the United States. Other than where the transfer is made directly from you to the Company, if the transfers are being made from the EEA/UK, such transfers will be made in reliance on data transfer agreements (so called “Standard Contractual Clauses”) which may require the recipient to carry out a data transfer impact assessment and put in place supplementary measures to ensure an essentially equivalent level of protection as provided in the EEA/UK. To receive more information about the precautions used to protect your personal data and/or a copy of the Standard Contractual Clauses you can contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if your Employer is established in the EEA/UK or you are located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
D.    Data Retention
The Company will use your personal data only as long as is necessary for the Purposes listed above. When the Company no longer needs your personal data, which will generally be seven years after participation in the Plan has been terminated, the Company will remove it from its systems. If the Company keeps the personal data longer, it would be either to satisfy legal or regulatory obligations, government orders to preserve data relevant to an investigation, or for the purposes of litigation or disputes and the Company’s legal basis would be relevant laws or regulations or where in the Company’s legitimate interests.
E.    Data Subject Rights
You have a number of rights under data privacy laws in your country. Depending on where you are based, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) rectification of incorrect / inaccurate personal data, (iii) deletion of personal data, (iv) restrictions on processing of personal data, (v) object to the processing of personal data, (vi) portability of personal data, (vii) to lodge complaints with competent authorities in your country, and/or (viii) receive a list with the names and addresses of (any potential) recipients of your personal data. To receive clarification regarding your rights or to exercise your rights please contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if
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your Employer is established in the EEA/UK or you are located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
F.    Collection, Use and Transfer of Personal Data
The collection, use and transfer of your personal data for the Purposes is conducted in accordance with the Company’s Global Privacy and Data Protection Policy.
V.    TAX WITHHOLDING
Regardless of any action the Company and/or the Employer take with respect to any or all income tax, social insurance, social security contributions (where applicable), payroll tax, payment on account or other tax-related items arising out of your participation in the Plan and legally applicable or deemed applicable to you in any jurisdiction (“Tax-Related Items”) and subject to applicable laws, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company and/or the Employer, if any. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU Award or underlying shares of common stock, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of shares of common stock acquired upon the expiration of the Restricted Period and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Furthermore, if you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
The Tax-Related Items shall be satisfied by the Company (or, at the election of the Company, the Employer) withholding whole shares of common stock (or cash, if applicable) which would otherwise be delivered to you having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises or as of the last trading day immediately prior to the applicable Vesting Date, as determined by the Committee, equal to the Tax-Related Items, and you will be deemed to have been issued the full number of shares of common stock (or, if applicable, cash payment) subject to the vested RSUs, notwithstanding that a number of the shares (or, if applicable, cash) is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
The Company shall withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (or, as determined by the Company1 in its sole discretion and subject to applicable law, other applicable withholding rates, including maximum applicable rates in your jurisdiction(s)). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in common stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of common stock (or cash, if applicable) or the proceeds of the sale of shares if you fail to comply with your obligations in connection with the Tax-Related Items.
VI.    NATURE OF THE GRANT
In accepting the RSU Award, you acknowledge and agree that:
1 Any such determinations regarding individuals subject to reporting obligations under Section 16 of the Exchange Act will be made by the Committee in its sole discretion and subject to applicable law.
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1.    the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended, or terminated by the Company at any time;
2.    the grant of the RSU Award is exceptional, voluntary, and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
3.    all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;
4.    your participation in the Plan is voluntary;
5.    you shall have no beneficial interest or ownership in the vested shares of common stock unless and until the issue or delivery of those vested shares of common stock to you;
6.    your participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company and shall not interfere with the ability of the Employer to terminate your employment or service relationship (if any) at any time;
7.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, the Company, or any parent, subsidiary, affiliate, or JV of the Company, and that are outside the scope of your employment or service contract, if any;
8.    unless otherwise agreed with the Company in writing, the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary, affiliate, or JV of the Company;
9.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
10.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any parent, subsidiary, affiliate or JV of the Company;
11.    the future value of the shares of common stock underlying the RSU Award is unknown, indeterminable and cannot be predicted with certainty;
12.    no claim or entitlement to compensation or damages shall arise from termination of the RSU Award resulting from termination of your employment by the Company, the Employer or any parent, subsidiary, affiliate or JV of the Company (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
13.    for purposes of the RSU Award, your employment relationship will be considered terminated as of the date you are no longer providing services to the Employer or the Company or any parent, subsidiary, affiliate or JV of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this document, your right to vest in the RSU Award under the Plan, if any, will terminate effective as of such date; the Committee or its delegate responsible for administering the Plan shall have the exclusive discretion to determine when you are no longer providing services for purposes of the grant (including whether you may still be considered to be providing services while on a leave of absence);
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14.    the RSU Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;
15.    the Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendation regarding your participation in the Plan, or the acquisition or sale of underlying shares; You should consult with your personal tax, legal and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan; and
16.    neither the Employer, nor the Company or any parent, subsidiary, affiliate, or JV shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSU Award or any amounts due to you pursuant to the vesting of the RSU Award, the subsequent sale of shares acquired under the Plan or the receipt of any dividends and/or dividend equivalents.
VII.    GOVERNING LAW AND VENUE
This document may be amended only by another written agreement between the parties. This document shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws. Unless otherwise set forth in the applicable grant agreement, the State and Federal courts located in the State of Delaware shall have exclusive jurisdiction for any action brought pursuant to this document.
VIII.    SEVERABILITY
The provisions of this document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
IX.    WAIVER
You acknowledge that a waiver by the Company of breach of any provision of this document shall not operate or be construed as a waiver of any other provision of this document or of any subsequent breach by you or any of your beneficiaries, executors, or heirs.
X.    ELECTRONIC ACCEPTANCE
The Company may, in its sole discretion, decide to deliver any documents related to the RSU Award or future RSUs that may be granted under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
XI.    COUNTRY-SPECIFIC APPENDIX
The RSU Award shall be subject to any additional provisions set forth in Appendix A for your country, if any. If you relocate to one of the countries included in the Appendix during the life of the RSU Award, the additional provisions for such country shall apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
XII.    CLAWBACK POLICY
Notwithstanding any other provision in this Agreement to the contrary, you and this RSU Award shall be subject to the Company’s Compensation Recoupment Policy, the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, and any other clawback policy adopted by the Company, each as applicable and as may be amended from time to time to comply with applicable law, regulation or listing standard (collectively, the “Clawback Policies”). The provisions of this Section XII are in addition to and not
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in lieu of any other remedies available to the Company in the event you violate the Clawback Policies, or any laws or regulations. In accepting this RSU Award, you acknowledge and agree that you (a) have received and reviewed copies of the Company’s Compensation Recoupment Policy and the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, (b) are and will continue to be subject to the Clawback Policies to the extent applicable to you, both during and after your employment with the Company and/or any of its direct or indirect subsidiaries or affiliates, and (c) will abide by the terms of the Clawback Policies to the extent applicable, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Clawback Policies, as determined by the Committee in its sole discretion. In addition, you acknowledge and agree that you will not be entitled to and hereby knowingly, voluntarily and intentionally waive any (i) indemnification for any liability or loss incurred by you in connection with or as a result of any action taken by the Company to enforce the Clawback Policies (such action, a “Clawback Proceeding”) and (ii) indemnification or advancement of any expenses (including attorneys’ fees) from the Company and or any subsidiary of the Company incurred by you in connection with any Clawback Proceeding; provided, however, if you are successful on the merits in the defense of any claim asserted against you in a Clawback Proceeding, you will be indemnified for the expenses (including attorneys’ fees) you reasonably incurred to defend such claim.
XIII.     ADMINISTRATION
The Committee is responsible for construing and interpreting this grant, including the right to construe disputed or doubtful Plan provisions, and may establish, amend, and construe such rules and regulations as it may deem necessary or desirable for the proper administration of this grant. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation, and effect of this grant shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding, and conclusive upon the Company, all eligible employees and any person claiming under or through any eligible employee. All determinations by the Committee including, without limitation, determinations of the eligible employees, the form, amount and timing of incentives, the terms and provisions of incentives and the writings evidencing incentives, need not be uniform and may be made selectively among eligible employees who receive, or are eligible to receive, incentives hereunder, whether or not such eligible employees are similarly situated.
For further information regarding the Long-Term Incentive Program, please visit the Company’s intranet Long-Term Incentive homepage.
XIV.    DEFINITIONS
Cause. Means your (i) material breach of any written agreement between you and the Employer, including your breach of any material representation, warranty or covenant made under any such agreement, or your breach of any written policy or code of conduct established by the Employer and applicable to you; (ii) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) commission of, or conviction or indictment for, or pleading no contest (or local equivalent) to, any crime (which carries a custodial sentence) or any crime involving moral turpitude; (iv) willful failure or refusal to perform your duties to the Employer or to follow any lawful directive from the Board or your supervisor; or (v) failure to competently perform statutory or reasonably assigned duties with the Employer at a level that can be reasonably expected of a person with your position, excluding a failure that you could not be reasonably expected to realize would constitute such a failure (other than a failure resulting from your incapacity due to physical or mental illness), which failure is not cured, if curable, within ten (10) days after written notice from the Employer or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board (which notice specifies in reasonable detail the grounds constituting Cause).
Disability. Is defined as the inability to perform the material duties of your role by reason of a physical or mental infirmity that is expected to last for at least six months or to result in your death, whether or not you are eligible for disability benefits from any applicable disability program.
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Involuntary Termination. Means termination of employment by the Company or its affiliates in a manner that entitles you to benefits under the applicable separation benefits plan and specifically excludes non-performance of your duties and other termination reasons such as Sale, Retirement, Death, Disability, Cause or Change in Control.
Retirement. If you are employed in the U.S., “retirement” means a termination of employment after attaining the earliest of (a) age 55 with at least 10 years of service and (b) age 65 without regard to years of service. If you are not employed in the U.S., “retirement” is determined by the Company in its sole discretion. The Company reserves the right to modify any definition of retirement established for purposes of this RSU Award and/or adjust the consequences of termination due to retirement to comply with local law.
Sale. Means, with respect to your RSU Award, the sale, whether through the sale of stock, assets or a combination thereof, of the subsidiary, JV or division, as applicable, for which you primarily provide services, and which does not constitute a Change in Control of the Company.
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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.
Name:            ###PARTICIPANT_NAME###
Grant Type:        PSU
Grant Date:        ###GRANT_DATE###
Performance Period:    January 1, 2026 – December 31, 2028
Target Shares:        ###TOTAL_AWARDS###
I.GENERAL INFORMATION
These PSUs are granted under and subject to the Global Terms for 2026 Performance Share Unit Award, including any additional terms and conditions for your country in Appendix A (the “Award Terms”) and the Organon & Co. 2021 Incentive Stock Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in these Award Terms shall have the same meanings as provided in the Plan.
IMPORTANT NOTICE: This grant requires the holder (“you” or “Grantee”) to affirmatively accept it. You MUST log onto the Morgan Stanley website (Morgan Stanley at Work) to accept your grant. Follow the procedure on the Morgan Stanley website to accept your PSU Award within 90 days. Failure to accept the terms and conditions of your PSU Award within 90 days may result in forfeiture of the PSU Award.
II.DEFINITIONS. For the purpose of these Award Terms:
“Cause” means Grantee’s (i) material breach of any written agreement between Grantee and the Employer, including Grantee’s breach of any material representation, warranty or covenant made under any such agreement, or Grantee’s breach of any written policy or code of conduct established by the Employer and applicable to Grantee; (ii) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) commission of, or conviction or indictment for, or pleading no contest (or local equivalent) to, any crime (which carries a custodial sentence) or any crime involving moral turpitude; (iv) willful failure or refusal to perform Grantee’s duties to the Employer or to follow any lawful directive from the Board or Grantee’s supervisor; or (v) failure to competently perform statutory or reasonably assigned duties with the Employer at a level that can be reasonably expected of a person with Grantee’s position, excluding a failure that Grantee could not be reasonably expected to realize would constitute such a failure (other than a failure resulting from Grantee’s incapacity due to physical or mental illness), which failure is not cured, if curable, within ten (10) days after written notice from the Employer or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board (which notice specifies in reasonable detail the grounds constituting Cause).
“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.
“Constant Currency Revenue” means the Company’s revenue (as reported in the Company's quarterly and annual earnings releases filed with the U.S. Securities and Exchange Commission for the applicable period), adjusted to remove the impact of (i) actual currency exchange rates (versus currency exchange rates budgeted in the annual
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Exhibit 10.3
operating plan), (ii) significant unplanned acquisitions and/or divestitures, extraordinary items and other unusual or non-recurring charges and/or events, (iii) an event either not directly related to Company operations or not reasonably within the control of Company management, and (iv) the effects of significant accounting changes in accordance with U.S. GAAP, or other significant legislative changes. Without limiting the foregoing, the Committee shall make appropriate adjustments to the calculation of such Constant Currency Revenue to take into account any other unusual or non-recurring events or changes in the business of the Company during the Performance Period.
“Disability” means the inability to perform the material duties of Grantee’s role by reason of a physical or mental infirmity that is expected to last for at least six months or to result in his or her death, whether or not he or she is eligible for disability benefits from any applicable disability program.
“Final Award” means the percentage of the Target Shares (or cash in lieu thereof) to be distributed as described in Section III hereof.
“Free Cash Flow” means the Company’s adjusted earnings before interest, taxes, depreciation, amortization and in-process research & development (IPRD) milestone payments (as reported in the Company's quarterly and annual earnings releases filed with the U.S. Securities and Exchange Commission for the applicable period), adjusted to remove the impact of (i) net cash interest expenses, cash taxes, changes in working capital, and capital expenses during the Performance Period, (ii) significant unplanned acquisitions and/or divestitures, extraordinary items and other unusual or non-recurring charges and/or events, (iii) an event either not directly related to Company operations or not reasonably within the control of Company management, and (iv) the effects of significant accounting changes in accordance with U.S. GAAP, or other significant legislative changes. Without limiting the foregoing, the Committee shall make appropriate adjustments to the calculation of such Free Cash Flow to take into account any other unusual or nonrecurring events or changes in the business of the Company during the Performance Period.
“Grant Date” means the Grant Date specified above.
“Involuntary Termination” means termination of employment by the Company or its affiliates in a manner that entitles Grantee to benefits under the applicable separation benefits plan and specifically excludes non- performance of his or her duties and other termination reasons such as Sale, Retirement, Death, Disability, Cause or Change in Control.
“Performance Period” means the Performance Period specified above.
“Performance Share” or “Performance Share Unit” or “PSU” means a phantom share of the Company’s common stock. Until and unless distributed pursuant to Section VI, Performance Shares shall not entitle the holder to any of the rights of a holder of common stock, including voting rights; provided, however, that the Committee retains the right to make adjustments as described in Section 7 of the Plan.
“PSU Award” means an award of Performance Shares as described in these Award Terms.
“Retirement” means if Grantee is employed in the U.S., a termination of employment after attaining the earliest of (a) age 55 with at least 10 years of service and (b) age 65 without regard to years of service. If Grantee is not employed in the U.S., “retirement” is determined by the Company, in its sole discretion. The Company reserves the right to modify any definition of retirement established for purposes of this PSU Award and/or adjust the consequences of termination due to retirement in order to comply with local law.
“R-TSR” means the Company’s TSR performance relative to the TSR of the S&P Composite 1500 Healthcare Index.
“Sale” means, with respect to this PSU Award, the sale, whether through the sale of stock, assets or a combination thereof, of the subsidiary, JV or division, as applicable, for which Grantee primarily provides services and which does not constitute a Change in Control of the Company.
“S&P Composite 1500 Healthcare Index" are the companies that are constituents of the S&P Composite 1500 Healthcare Index as of the first day of the Performance Period, adjusted as may be necessary to reflect any
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Exhibit 10.3
merger, reorganization, recapitalization, extraordinary cash dividend, combination of shares, consolidation, rights offering, spin off, split off, split up, bankruptcy, liquidation, acquisition, or other similar change in any such constituent. In the event a constituent company files for bankruptcy or liquidates due to an insolvency, such company shall continue to be treated as a constituent company, and such company’s ending stock price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple constituent companies file for bankruptcy or liquidate due to an insolvency, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies/ liquidations ranking lower than later bankruptcies/liquidations). In the event of a formation of a new parent company by a constituent company, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original constituent company or the assets and liabilities of such company immediately prior to the transaction, such new parent company shall be substituted for the original constituent company to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original constituent company are not. In the event of a merger or other business combination of two constituent companies (including, without limitation, the acquisition of one constituent company or all or substantially all of its assets, by another constituent company), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as constituent company, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction. If a transaction or other change with respect to a constituent company is not covered by the foregoing, the Committee shall determine the treatment of such transaction or other change in its discretion.

“Target Shares” means the number of Performance Shares (or cash value thereof) that will be distributable if the Performance measures are achieved at the level identified as “target” for the Performance Period.
“Total Shareholder Return” or “TSR” means the change in value of one share of the common stock of the Company or a member of the S&P Composite 1500 Healthcare Index over the Performance Period, considering stock price appreciation (or depreciation) and the reinvestment of dividends. The beginning stock price will be calculated using the 20-day trading average for the company common stock ending one business day before the Performance Period. The ending stock price will be calculated using the 20-day trading average for the company common stock ending on the last business day of the Performance Period. Dividends will assume to be reinvested as of the ex-dividend date and will be measured from the beginning of the 20-day trading period preceding the Performance Period and through the end of the Performance Period.
“Vesting Date” means the last day of the Performance Period. The award will vest on the Vesting Date (unless sooner terminated). The PSUs will be settled as soon as practicable after the Vesting Date and after the Final Award has been determined by the Committee, but in no event later than sixty (60) days following the Vesting Date.
III.CALCULATION OF FINAL AWARD OF PERFORMANCE SHARE UNITS
Grantee shall earn and vest in the number of PSUs determined as provided for in this Section III unless otherwise provided for in Section V.
A.Performance Metrics
The Final Award under this PSU Award will be determined based on the Company’s cumulative Free Cash Flow, cumulative Constant Currency Revenue, and R-TSR achievement over the Performance Period, as reflected in the table below.
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Exhibit 10.3
Financial Metric
Weight
50% Payout
(Threshold)
$M
75% Payout
$M
100% Payout
(Target)
$M
150% Payout
$M
200% Payout
(Maximum)
$M
3-Year Cumulative Free Cash Flow







Financial Metric
Weight
25% Payout
(Threshold)
$M
50% Payout
$M
100% Payout
(Target)
$M
150% Payout
$M
200% Payout
(Maximum)
$M
3-Year Cumulative Constant Currency Revenue







R-TSR Metric
Weight
Threshold
(50% payout)
$M
Target
(100% payout)
$M
Maximum
(200% payout)
$M
3-Year R-TSR





For performance between the payout levels reflected above, the portion of PSUs that vest will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest payout percentages indicated above. Notwithstanding the foregoing, in no event will the 3-Year R-TSR performance be greater than target if the Company’s absolute TSR over the Performance Period is negative. For the avoidance of doubt, the payout percentage for performance that is less than the threshold level reflected above will be 0% and in no event will more than 200% of the Target Shares be earned hereunder.
B.The Final Award
Represents the number of Target Shares (or the cash value thereof) adjusted by the final payout percentage as determined based on the achievement of the performance metrics stated in Paragraph A above. PSUs that do not vest based on performance as determined in Paragraph A above will terminate.
IV.DIVIDEND EQUIVALENTS
During the Performance Period, dividend equivalents will be accrued in a Company bookkeeping account on the Performance Shares if and to the extent dividends are paid by the Company on its common stock. Payment of such dividend equivalents will be made, without interest or earnings, at the end of the Performance Period only on the Final Award. Unless otherwise determined by the Committee in its sole discretion, such dividend equivalents shall be paid as additional shares in an amount equal to the sum of the dividend equivalents paid during the Performance Period on the Final Award divided by the price of a share of Company common stock on the date the Final Award is determined. If any portion of this PSU Award lapses, is forfeited or expires, no dividend equivalents will be credited or paid on such portion. Any payment of dividend equivalents will be reduced to the extent necessary for the Company to satisfy any tax or other withholding obligations or rights.
V.TERMINATION OF EMPLOYMENT
If Grantee’s employment with the Company or a parent, subsidiary, affiliate or joint venture (“JV”) of the Company that employs Grantee (the “Employer”) is terminated during the Performance Period, Grantee’s right to this PSU Award will be determined according to the terms in this Section V, subject to Section X.
A.General Rule
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Exhibit 10.3
If a Grantee’s employment is terminated during the Performance Period for any reason other than those specified below, this PSU Award will be forfeited on the date employment ends as determined for grantees outside the U.S. in accordance with paragraph (12) of Section X. For the avoidance of doubt, unless otherwise provided below, service during any portion of the Performance Period shall not entitle Grantee to vest in a pro rata portion of this PSU Award.
B.Joint Venture
A transfer of Grantee’s employment to a JV, including any other entity in which the Company has determined that it has a significant business or ownership interest, is not considered termination of employment for purposes of this PSU Award. Such employment must be approved by, and contiguous with employment by, the Company. The terms set out below apply to this PSU Award while Grantee is employed by the JV or other entity.
C.Other Terminations
If primary reason your employment ends is due to:
Here is what happens to your PSUs:
Voluntary Termination
If Grantee’s employment ends after the Performance Period has ended but prior to the payout date, the PSU Award and accrued dividend equivalents will be distributed to Grantee at such time as they would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III.
For the avoidance of doubt, if Grantee’s employment ends during the Performance Period, the PSU Award and accrued dividend equivalents will be forfeited on the date Grantee’s employment ends.
Termination for poor performance or for Cause
Notwithstanding whether the Performance Period has ended, if Grantee’s employment ends prior to the payout date, this PSU Award and accrued dividend equivalents will be forfeited on the date Grantee’s employment ends.
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Exhibit 10.3
If primary reason your employment ends is due to:
Here is what happens to your PSUs:
Involuntary Termination (not for poor performance)
Retirement Death Disability
If such event occurs prior to the Company’s appointment of a non-interim Chief Executive Officer or if you are designated as Chief Executive Officer on a non-interim basis, a pro rata portion of the PSU Award and accrued dividend equivalents (based on the number of completed months during the Performance Period prior to the month during which Grantee’s employment terminated) will be distributed to Grantee at such time as they would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III. The remainder will be forfeited on the date Grantee’s employment ends.
The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Performance Period (prior to the month during which Grantee’s employment terminated) during which Grantee was employed by the Employer or the Company or any subsidiary, affiliate, or JV of the Company, and the denominator of which is the total number of months during the Performance Period.

If such event occurs following the Company’s appointment of a non-interim Chief Executive Officer and Grantee is not appointed to such role, the full PSU Award will be distributed to Grantee at such time as they would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III. For the avoidance of doubt, upon a Change in Control, the treatment specified in the “Change in Control of the Company” section below shall apply.1
1 The total number of months during the Performance Period for this PSU Award is 36 months.
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Exhibit 10.3
If primary reason your employment ends is due to:
Here is what happens to your PSUs:
Sale (for example, sale of your subsidiary, division or JV)
The following portion of the PSU Award and accrued dividend equivalents will be distributed to Grantee at such time as it would have been paid if Grantee’s employment had continued, based on actual performance during the Performance Period as determined in accordance with Section III:
•one-third if employment terminates on or after the Grant Date but before the first anniversary thereof (the remainder will be forfeited on the date Grantee’s employment ends); and
•all if employment terminates on or after the first anniversary of the Grant Date.
Change in Control of the Company
If there is a Change in Control prior to the end of the Performance Period, the PSU Award will be converted to a Restricted Stock Unit award at 100% of the Target Shares, adjusted for any accrued dividends as of the effective date of such Change in Control, and become payable on the Vesting Date, subject to Grantee’s continuous employment.
In the event of an involuntary termination without Cause before the second anniversary of the closing of a Change in Control, the unvested Restricted Stock Unit award (which was converted from the PSU Award at the time of the Change in Control) shall become fully payable on the Vesting Date.
If the surviving, successor or acquiring company does not assume the unvested award or substitute similar awards, Grantee’s award will vest at 100% of the Target Shares, adjusted for any accrued dividends as of the effective date of such Change in Control, and be settled within 30 days following the Change in Control, as provided in Section 25(b) of the Plan; provided, however, if the Change in Control is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder) or if the settlement within 30 days of the Change in Control would be prohibited under Section 409A of the Code, the PSU Award shall vest as of such Change in Control and shall be distributed on the Vesting Date.


VI.DISTRIBUTION OF PERFORMANCE SHARES
A.General Rule
Following the end of the Performance Period, Grantee shall be entitled to receive a number of shares of the Company’s common stock equal to the Final Award plus the shares for accrued dividend equivalents set forth in Section IV, rounded to the nearest whole number (no fractional shares shall be issued); provided, that the Committee may, in its sole discretion, provide that the Final Award shall be settled, in whole or in part, in the form of cash instead of shares, subject to the terms of the Plan and applicable law, with the value of the cash payment equal to the number of shares of Company common stock underlying the Final Award multiplied by the per share Fair Market Value of the Company common stock as of the last trading day immediately prior to the Vesting Date and without any interest or earnings. Such distribution shall be made as soon as administratively feasible, but in no event later than March 15 of the year following the year in which the Vesting Date occurs in accordance with Section III. Unless otherwise determined by the Committee, the Company shall withhold any applicable taxes directly from a Performance Share Unit before it is denominated in actual shares of common stock, if applicable.
B.Death
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Exhibit 10.3
In the case of distribution on account of Grantee’s death, the portion of the Performance Share Unit distributable shall be distributed to Grantee’s estate. Unless the Committee determines otherwise, the Company will withhold any applicable taxes directly from a Performance Share Unit before it is denominated in actual shares of common stock, if applicable.
VII.TRANSFERABILITY
Prior to distribution pursuant to Section VI, the PSU Award shall not be transferable, assignable or alienable except by will or the laws of descent or distribution following a Grantee’s death.
VIII. DATA PRIVACY
The collection, use, storage and disclosure of any data constituting personal data in connection with this plan is conducted by or on behalf of the Company with an address at 30 Hudson Street, Floor 33, Jersey City, NJ 07302 U.S.A. The Company grants employees of the Company and any parent, subsidiary, affiliate or JV of the Company, the opportunity to participate in the Plan, at the Company's sole discretion. If Grantee would like to participate in the Plan, Grantee understands that Grantee should review the following information about the Company’s data processing practices and declare his or her consent.
If Grantee is outside the United States and in a country that has enacted privacy laws that provide for the concept of “controller”, the Company is the controller of the processing of Grantee’s personal data.
A.Data Collection and Usage
The Company collects, processes and uses Grantee’s personal data, including, name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of common stock or directorships held in the Company, and details of all awards, canceled, vested, or outstanding in Grantee’s favor, which the Company receives from Grantee or his or her Employer. If the Company offers Grantee the opportunity to participate in the Plan, then the Company will collect Grantee’s personal data for the purpose of (i) allocating stock, (ii) implementing, administering, and managing the Plan, (iii) communicating with Grantee in connection with the Plan, (iv) internal administration, (v) complying with the Company’s legal obligations, including under tax and securities laws, (the “Purposes”). The Company’s legal basis for the processing of Grantee personal data for the abovementioned Purposes are necessary (i) for the Company’s performance of its contractual obligations under the Plan, and (ii) pursuant to the Company’s legitimate business interests. In those jurisdictions where Grantee consent to the processing of Grantee’s personal data is required - which is not the case when Grantee is located within the European Economic Area (“EEA”) / UK - Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein. Failure to provide personal data in whole or in part could make it impossible for the Company to fulfil some or all of its obligations regarding Grantee’s participation in the Plan.
B.Stock Plan Administration Service Providers
The Company discloses participant personal data to Morgan Stanley, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for Grantee. Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Grantee’s ability to participate in the Plan. The Company may also share the personal data with external advisors, banks, payroll providers, (potential) business partners in the context of a contemplated sale or restructuring of the Company and with competent authorities in so far as this is necessary for the Purposes as listed above.
C.International Data Transfers
The Company and its service providers are based in the United States. If Grantee is outside of the United States, Grantee should note that Grantee’s country has enacted data privacy laws that are different from the United States. Other than where the transfer is made directly from Grantee to the Company, if the transfers are being made from the EEA/UK, such transfers will be made in reliance on data transfer agreements (so called “Standard Contractual Clauses”) which may require the recipient to carry out a data transfer impact
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Exhibit 10.3
assessment and put in place supplementary measures to ensure an essentially equivalent level of protection as provided in the EEA/UK. To receive more information about the precautions used to protect Grantee’s personal data and/or a copy of the Standard Contractual Clauses Grantee can contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if Grantee’s Employer is established in the EEA/UK or Grantee is located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
D.Data Retention
The Company will use Grantee’s personal data only as long as is necessary for the Purposes listed above. When the Company no longer needs Grantee’s personal data, which will generally be seven years after participation in the Plan has been terminated, the Company will remove it from its systems. If the Company keeps the personal data longer, it would be either to satisfy legal or regulatory obligations, government orders to preserve data relevant to an investigation, or for the purposes of litigation or disputes and the Company’s legal basis would be relevant laws or regulations or where in the Company’s legitimate interests
E.Voluntariness and Consequences of Consent Denial or Withdrawal
Grantee’s participation in the Plan and his or her grant of consent is purely voluntary. Grantee may deny or withdraw his or her consent at any time. If Grantee does not consent, or if Grantee withdraws his or her consent, Grantee cannot participate in the Plan. This would not affect Grantee’s existing employment, career or salary; Grantee would merely forfeit the opportunities associated with the Plan.
F.Data Subject Rights
Grantee has a number of rights under data privacy laws in his or her country. Depending on where Grantee is based, his or her rights may include the right to (i) request access or copies of personal data the Company processes, (ii) rectification of incorrect / inaccurate personal data, (iii) deletion of personal data, (iv) restrictions on processing of personal data, (v) object to the processing of personal data, (vi) portability of personal data, (vii) to lodge complaints with competent authorities in Grantee’s country, and/or (vii) receive a list with the names and addresses of (any potential) recipients of Grantee’s personal data. To receive clarification regarding Grantee’s rights or to exercise Grantee’s rights please contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if Grantee’s Employer is established in the EEA/UK or Grantee is located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
G.Collection, Use and Transfer of Personal Data
The collection, use and transfer of Grantee’s personal data for the Purposes. Grantee also understands that the Company may, in the future, request Grantee to provide another data privacy consent. If applicable and upon request of the Company, Grantee agrees to provide an executed acknowledgement or data privacy consent form to the Company or the Employer (or any other acknowledgements, agreements, or consents) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in Grantee’s country, either now or in the future. Grantee understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.
If Grantee agrees with the data processing practices described in this notice, Grantee will declare his or her consent by clicking the “Accept” icon on the Morgan Stanley website.
IX.TAX WITHHOLDING
Regardless of any action the Company and/or the Employer take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items arising out of Grantee’s participation in the Plan and legally applicable or deemed applicable to Grantee (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer, if any. Grantee further acknowledges that the Company
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Exhibit 10.3
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the PSU Award or underlying shares of common stock, including, but not limited to, the grant, vesting or settlement of the PSU, the subsequent sale of shares of common stock acquired upon the expiration of the Performance Period and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if Grantee has become subject to tax in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
The Tax-Related Items shall be satisfied by the Company withholding whole shares of common stock (or cash, if applicable) which would otherwise be delivered to Grantee having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises or as of the last trading day immediately prior to the applicable Vesting Date, as determined by the Committee, equal to the Tax-Related Items, and you will be deemed to have been issued the full number of shares of common stock (or, if applicable, cash payment) subject to the vested PSUs, notwithstanding that a number of the shares (or, if applicable, cash) is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
The Company shall withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (or, if permitted by the Committee, other applicable withholding rates, including maximum applicable rates in Grantee’s jurisdiction(s)). In the event of over-withholding, Grantee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in common stock), or if not refunded, Grantee may seek a refund from the local tax authorities. In the event of under-withholding, Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of common stock (or cash, if applicable) or the proceeds of the sale of shares, if Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.
X.NATURE OF GRANT
In accepting the PSU Award, Grantee acknowledges and agrees that:
1.the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;
2.the grant of the PSU Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;
3.all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company;
4.Grantee’s participation in the Plan is voluntary;
5.Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company and shall not interfere with the ability of the Employer to terminate Grantee’s employment or service relationship (if any) at any time;
6.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, the Company, or any parent, subsidiary, affiliate or JV of the Company, and that are outside the scope of Grantee’s employment or service contract, if any;
7.unless otherwise agreed with the Company in writing, the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not granted as
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Exhibit 10.3
consideration for, or in connection with, the service Grantee may provide as a director of the Company or a subsidiary, affiliate or JV of the Company;
8.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
9.the PSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any parent, subsidiary, affiliate or JV of the Company;
10.the future value of the shares of common stock underlying the PSU Award is unknown, indeterminable and cannot be predicted with certainty;
11.no claim or entitlement to compensation or damages shall arise from termination of the PSU Award resulting from termination of Grantee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any);
12.for purposes of the PSU Award, Grantee’s employment relationship will be considered terminated as of the date Grantee is no longer providing services to the Employer or the Company or any parent, subsidiary, affiliate or JV (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any), and unless otherwise expressly provided in this document, Grantee’s right to vest in the PSU Award under the Plan, if any, will terminate effective as of such date; the Committee or its delegate responsible for administering the Plan shall have the exclusive discretion to determine when Grantee is no longer providing services for purposes of the grant (including whether Grantee may still be considered to be providing services while on a leave of absence);
13.the PSU Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;
14.the Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendation regarding Grantee’s participation in the Plan, or the acquisition or sale of underlying shares. Grantee should consult with his or her personal tax, legal and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan; and
15.neither the Employer, nor the Company or any parent, subsidiary, affiliate or JV shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of the PSU Award or any amounts due to Grantee pursuant to the vesting of the PSU Award, the subsequent sale of shares acquired under the Plan or the receipt of any dividends and/or dividend equivalents.
XI.GOVERNING LAW AND VENUE
This document may be amended only by another written agreement between the parties. The PSU Award shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws. Unless otherwise set forth in the applicable grant agreement, the State and Federal courts located in the State of Delaware shall have exclusive jurisdiction for any action brought pursuant to the PSU Award.
XII.SEVERABILITY
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Exhibit 10.3
The provisions of this document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
XIII.WAIVER
Grantee acknowledges that a waiver by the Company of breach of any provision of this document shall not operate or be construed as a waiver of any other provision of this document or of any subsequent breach by Grantee or any of Grantee’s beneficiaries, executors, or heirs.
XIV.ELECTRONIC ACCEPTANCE
The Company may, in its sole discretion, decide to deliver any documents related to the PSU Award or future PSUs that may be granted under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
XV.COUNTRY-SPECIFIC APPENDIX
The PSU Award shall be subject to any additional provisions for Grantee’s country, if any, set forth in the Appendix A. If Grantee relocates to one of the countries included in the supplement during the life of the PSU Award, the additional provisions for such country shall apply to Grantee, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
XVI.ADMINISTRATIVE POWERS
The Committee is responsible for construing and interpreting this grant, including the right to construe disputed or doubtful Plan provisions, and may establish, amend, and construe such rules and regulations as it may deem necessary or desirable for the proper administration of this grant. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation, and effect of this grant shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding, and conclusive upon the Company, all eligible employees and any person claiming under or through any eligible employee. All determinations by the Committee including, without limitation, determinations of the eligible employees, the form, amount and timing of incentives, the terms and provisions of incentives and the writings evidencing incentives, need not be uniform and may be made selectively among eligible employees who receive, or are eligible to receive, incentives hereunder, whether or not such eligible employees are similarly situated.
In addition to the Committee’s powers set forth in the Plan, anything in these Award Terms to the contrary notwithstanding, the Committee may revise the terms of any PSU Award not yet granted, or granted but prior to the end of a Performance Period, if unforeseen events occur and which, in the judgment of the Committee, make the application of the Terms of this PSU Award unfair and contrary to their intentions unless a revision is made.
For further information regarding the Long-Term Incentive Program, please visit the Company’s intranet Long-Term Incentive homepage.
XVII.CLAWBACK POLICY
Notwithstanding any other provision in this Agreement to the contrary, Grantee and this PSU Award shall be subject to the Company’s Compensation Recoupment Policy, the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, and any other clawback policy adopted by the Company, each as may be amended from time to time to comply with applicable law, regulation or listing standard (collectively, the “Clawback Policies”). The provisions of this Section XVII are in addition to and not in lieu of any other remedies available to the Company in the event Grantee violates the Clawback Policies, or any laws or regulations. In accepting the PSU Award, Grantee acknowledges and agrees that they (a) have received and reviewed copies of the
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Exhibit 10.3
Company’s Compensation Recoupment Policy and the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, (b) are and will continue to be subject to the Clawback Policies to the extent applicable to Grantee, both during and after employment with the Company and/or any of its direct or indirect subsidiaries or affiliates, and (c) will abide by the terms of the Clawback Policies to the extent applicable, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Clawback Policies, as determined by the Committee in its sole discretion. In addition, Grantee acknowledges and agrees that Grantee will not be entitled to and hereby knowingly, voluntarily and intentionally waives any (i) indemnification for any liability or loss incurred by Grantee in connection with or as a result of any action taken by the Company to enforce the Clawback Policies (such action, a “Clawback Proceeding”) and (ii) indemnification or advancement of any expenses (including attorneys’ fees) from the Company and or any subsidiary of the Company incurred by Grantee in connection with any Clawback Proceeding; provided, however, if Grantee is successful on the merits in the defense of any claim asserted against Grantee in a Clawback Proceeding, Grantee will be indemnified for the expenses (including attorneys’ fees) you reasonably incurred to defend such claim.
XVIII.SECTION 409A COMPLIANCE
This paragraph applies only to the extent that Grantee is a U.S. taxpayer. This PSU Award is intended to be exempt from or comply with Section 409A of the Code and shall be interpreted and construed accordingly. Anything in the Plan or these Award Terms to the contrary notwithstanding, no distribution of PSUs may be made unless in compliance with Section 409A of the Code or any successor thereto. In addition, distributions, if any, to a “Specified Employee” as defined in Treas. Reg. Sec. 1.409A-1(i) or any successor thereto, to the extent required by Section 409A of the Code, made due to a separation from service (as defined in Section 409A) will not be made before the earlier of (i) the first day of the sixth month following the separation from service and (ii) the date of Grantee’s death, in the same form as they would have been made had this restriction not applied; provided further, that dividend equivalents that otherwise would have accrued will accrue during the period during which distribution is suspended, unless the settlement of those units is exempt from Section 409A of the Code.

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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.
Name:    ###PARTICIPANT_NAME###
Grant Type:    RSU
Units Granted:    ###TOTAL_AWARDS###
Grant Date:    ###GRANT_DATE###
###VEST_SCHEDULE_TABLE###

Vesting Schedule
Except as otherwise provided in these Terms, the Restricted Period ends with respect to this RSU Award in accordance with the vesting schedule as shown in the box above and in the Morgan Stanley Stock Plan System (the “Vesting Schedule” and each vesting date therein, the “Vesting Date”).
Each RSU that vests will entitle you to receive one share of common stock of the Company (or the cash value thereof, as described in paragraph E of this section) as soon as practicable after the applicable Vesting Date but in no event later than 60 days following the applicable Vesting Date.
I.    GENERAL INFORMATION
A.    Grant Document
This RSU Award is subject to the terms, conditions and provisions of the Organon & Co. 2021 Incentive Stock Plan, including any sub-plan thereunder for your country (the “Plan”). In addition, this RSU Award is subject to this document and any additional terms and conditions for your country in Appendix A (together, the “Terms”). Unless otherwise defined in this document, capitalized terms used in these Terms are as defined in the Plan.
IMPORTANT NOTICE: This grant requires the holder (“you”) to affirmatively accept it. You MUST log onto the Morgan Stanley website at (Morgan Stanley at Work) to accept your grant. Follow the procedure described on the Morgan Stanley website to accept your RSU Award within 90 days. Failure to accept the terms and conditions of your RSU Award within 90 days may result in forfeiture of the RSU Award.
B.    Grant
The number of RSUs granted to you on the Grant Date indicated in the Morgan Stanley Stock Plan System under the “Portfolio” section represents your total RSU Award.
1


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C.    Restricted Period
The Restricted Period is the period during which this RSU Award is restricted and subject to forfeiture, unless ended earlier as described under Section II below. You shall have no rights as a stockholder, including voting rights, unless and until shares are issued to you after expiration of the Restricted Period. No fractional shares will be awarded. Any fractional shares will be rounded to the nearest whole share.
D.    Dividend Equivalents
During the Restricted Period, dividend equivalents will be accrued in a Company bookkeeping account if and to the extent dividends are paid by the Company on its common stock. Payment of such dividend equivalents will be made in cash, without interest or earnings, at the time of distribution as described in paragraph E of this section. If any portion of this RSU Award lapses, is forfeited or expires, no dividend equivalents will be credited or paid on such portion. Any payment of dividend equivalents will be reduced to the extent necessary for the Company to satisfy any tax or other withholding obligations or rights.
E.    Distribution
Upon the expiration of the Restricted Period, if you are then employed by the Company or any parent, subsidiary, affiliate or JV (as defined below) of the Company that employs you (the “Employer”), you will be entitled to receive a number of shares of Organon common stock equal to the number of RSUs that have become unrestricted and the dividend equivalents that accrued on that portion; provided, that the Committee may, in its sole discretion, provide that this RSU Award shall be settled, in whole or in part, in the form of cash instead of shares, subject to the terms of the Plan and applicable law, with the value of the cash payment equal to the number of shares of Organon common stock underlying the vested portion of the RSU Award multiplied by the per share Fair Market Value of the Organon common stock as of the last trading day immediately prior to the applicable Vesting Date, in each case subject to any applicable tax withholding obligations and without any interest or earnings.
In the case of distribution on account of your death, the portion of the RSUs distributable shall be distributed to your estate. Unless the Committee determines otherwise, the Company will withhold any applicable taxes directly from the distributable RSUs before they are denominated in actual shares of Organon common stock, if applicable.
F.    409A Compliance
This paragraph applies only to the extent that you are a U.S. taxpayer. These RSUs are intended to be exempt from or comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed accordingly. If the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations, then to the extent required by 409A of the Code, any RSUs that otherwise would have been settled during the first six months following your separation from service will not be settled until administratively feasible following the earlier of (i) the first day of the sixth month following the separation from service and (ii) your death, in the same form as they would have been made had this restriction not applied; provided further, that dividend equivalents that otherwise would have accrued will accrue during the period during which distribution is suspended, unless the settlement of those units is exempt from Section 409A of the Code.
II.    TERMINATION OF EMPLOYMENT
If your employment with the Company or your Employer is terminated during the Restricted Period or prior to distribution of the shares of common stock or cash pursuant to paragraph E of Section I, your right to this RSU Award will be determined according to the terms in this Section II, subject to Section VI.
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A.    General Rule
If your employment is terminated during the Restricted Period or prior to distribution of the shares of common stock or cash pursuant to paragraph E of Section I for any reason other than those specified in the following paragraphs, this RSU Award (and any accrued dividend equivalents) will be forfeited on the date your employment ends. For the avoidance of doubt, unless otherwise provided in these Terms, service during any portion of the Restricted Period shall not entitle you to vest in a pro rata portion of the RSU Award. If your employment is terminated as described in this paragraph and you are later rehired by the Employer, the Company or a parent, subsidiary, affiliate or JV of the Company, this grant nevertheless will expire as of your termination date according to this paragraph, notwithstanding such rehire.
B.    Joint Venture
Employment with a joint venture including any other entity in which the Company has a significant business or ownership interest (“JV”) is not considered termination of employment for purposes of this RSU Award. Such employment must be approved by, and contiguous with employment by, the Company. The terms set out below apply to this RSU Award while you are employed by the JV or other entity.
C.    Other Terminations
If primary reason your employment ends is due to:Here’s what happens to your unvested RSUs:
Voluntary Termination
Termination for poor performance or for Cause
The unvested portion of the RSU Award and accrued dividend equivalents will be forfeited on the date your employment ends.
Involuntary Termination or without Cause
Retirement
Death
Disability
If such event occurs prior to the Company’s appointment of a non-interim Chief Executive Officer or if you are designated as Chief Executive Officer on a non-interim basis, a pro rata portion of your unvested RSU Award and accrued dividend equivalents will be distributed to you on the next scheduled Vesting Date in accordance with the Vesting Schedule as they would have been paid if your employment had continued. The pro rata portion will equal the full amount of this RSU Award (whether or not vested) times the Pro-Ration Factor, reduced by the number of RSUs that have vested. The remainder (i.e., the unvested RSUs that would have vested on the next scheduled Vesting Date (less the pro rata portion determined above) and all unvested RSUs that would have vested on any Vesting Dates thereafter) and any other accrued dividend equivalents will be forfeited on the date your employment ends.

The “Pro-Ration Factor” equals (i) the number of monthly anniversaries of the Grant Date that has elapsed during the Restricted Period prior to the date of your termination (for the avoidance of doubt, excluding the day of your termination of employment), divided by (ii) the total number of months during the Restricted Period.

If such event occurs following the Company’s appointment of a non-interim Chief Executive Officer and you are not appointed to such role, all of your unvested RSUs will remain outstanding and be distributed to you in accordance with the Vesting Schedule as they would have been paid if your employment had continued. For the avoidance of doubt, upon a Change in Control, the treatment specified in the “Change in Control of the Company” section below shall apply.
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Sale (for example, sale of your subsidiary, division or JV)
The following portion of your RSU Award and accrued dividend equivalents will be distributed to you as it would have been paid if your employment had continued as follows:
    one-third if employment terminates on or after the Grant Date but before the first anniversary thereof with the portion that vests distributed to you on the next scheduled Vesting Date (the remainder will be forfeited on the date your employment ends); and
    all if employment terminates on or after the first anniversary of the Grant Date, with the RSUs distributed to you in accordance with the normal Vesting Schedule.
Change in Control of the Company
If this RSU Award remains outstanding following a Change in Control and is converted into a successor RSU Award, any unvested portion becomes payable on the scheduled Vesting Date(s) subject to your continuous employment.
If the Employer or the Company or a parent, subsidiary, affiliate, or JV of the Company involuntarily terminates your employment during the Restricted Period without Cause before the second anniversary of the closing of any Change in Control, then this RSU Award will continue in accordance with its terms as if employment had continued and will be distributed in accordance with the Vesting Schedule as it would have been paid if your employment had continued.
 If this RSU does not remain outstanding following the Change in Control and is not converted into a successor RSU, then you will be entitled to receive cash for this RSU in an amount equal to the fair market value of the consideration paid to Organon stockholders for a share of Organon common stock in the Change in Control, payable within 30 days of the closing of the Change in Control; provided, however, if the Change in Control is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder) or if the settlement within 30 days of the Change in Control would be prohibited under Section 409A of the Code, the RSUs shall vest as of such Change in Control and shall be distributed in accordance with the normal Vesting Schedule. On the second anniversary of the closing of the Change in Control, this paragraph shall expire.
III.    TRANSFERABILITY
This RSU Award is not transferable and may not be assigned or otherwise transferred.
IV.    DATA PRIVACY
The collection, use, storage and disclosure of any data constituting personal data in connection with this plan is conducted by or on behalf of the Company with an address at 30 Hudson Street, Floor 33, Jersey City, NJ U.S.A. 07302. The Company grants employees of the Company and any parent, subsidiary, affiliate or JV of the Company, the opportunity to participate in the Plan, at the Company's sole discretion. If you would like to participate in the Plan, please review and acknowledge the following information about the Company’s privacy practices in connection with this Plan. Those disclosures supplement the disclosures contained in the Company’s general Privacy Notice available at www.organon.com/privacy. Your participation in the Plan and your grant of consent, if required, is purely voluntary. You may reject participation in the Plan or withdraw your consent, if applicable, at any time. If you reject participation in the Plan, do not consent, if applicable, or withdraw your consent, if applicable, you may be unable to participate in the Plan. This would not affect your existing employment, career, or salary; instead, you merely may forfeit the opportunities associated with the Plan.
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If you are outside the United States and in a country that has enacted privacy laws that provide for the concept of “controller”, the Company is the controller of the processing of your personal data.
A.    Data Collection and Usage
The Company collects, processes and uses your personal data, including, name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of common stock or directorships held in the Company, and details of all awards, canceled, vested, or outstanding in your favor, which the Company receives from you or your Employer. If the Company offers you the opportunity to participate in the Plan, then the Company will collect and process your personal data for the purpose of (i) allocating stock, (ii) implementing, administering, and managing the Plan, (iii) communicating with you in connection with the Plan, (iv) internal administration, and (v) complying with the Company’s legal obligations, including under tax and securities laws, (the “Purposes”). The Company’s legal basis for the processing of your personal data for the abovementioned Purposes are necessary (i) for the Company’s performance of its contractual obligations under the Plan, and (ii) pursuant to the Company’s or your Employer’s legitimate business interests. In those jurisdictions where your consent to the processing of your personal data is required - which is not the case when you are located within the European Economic Area (“EEA”) / UK - you expressly and explicitly consent to the collection, processing and transfer practices as described herein. Failure to provide personal data in whole or in part could make it impossible for the Company to fulfil some or all of its obligations regarding your participation in the Plan.
B.    Stock Plan Administration Service Providers
The Company discloses participant personal data to Morgan Stanley, an independent service provider based in the United States, which assists the Company with the implementation, administration, and management of the Plan. In the future, the Company may select a different service provider and share your data with another company that serves in a similar manner. The Company’s service provider will open an account for you. You will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to your ability to participate in the Plan. The Company may also share the personal data with external advisors, banks, payroll providers, (potential) business partners in the context of a contemplated sale or restructuring of the Company and with competent authorities in so far as this is necessary for the Purposes as listed above.
C.    International Data Transfers
The Company and its service providers are based in the United States. If you are outside of the United States, you should note that your country has enacted data privacy laws that are different from the United States. Other than where the transfer is made directly from you to the Company, if the transfers are being made from the EEA/UK, such transfers will be made in reliance on data transfer agreements (so called “Standard Contractual Clauses”) which may require the recipient to carry out a data transfer impact assessment and put in place supplementary measures to ensure an essentially equivalent level of protection as provided in the EEA/UK. To receive more information about the precautions used to protect your personal data and/or a copy of the Standard Contractual Clauses you can contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if your Employer is established in the EEA/UK or you are located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
D.    Data Retention
The Company will use your personal data only as long as is necessary for the Purposes listed above. When the Company no longer needs your personal data, which will generally be seven years after participation in the Plan has been terminated, the Company will remove it from its systems. If the Company keeps the personal data longer, it would be either to satisfy legal or regulatory obligations, government orders to preserve data relevant to an investigation, or for the purposes of litigation or disputes and the Company’s legal basis would be relevant laws or regulations or where in the Company’s legitimate interests.
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E.    Data Subject Rights
You have a number of rights under data privacy laws in your country. Depending on where you are based, your rights may include the right to (i) request access or copies of personal data the Company processes, (ii) rectification of incorrect / inaccurate personal data, (iii) deletion of personal data, (iv) restrictions on processing of personal data, (v) object to the processing of personal data, (vi) portability of personal data, (vii) to lodge complaints with competent authorities in your country, and/or (viii) receive a list with the names and addresses of (any potential) recipients of your personal data. To receive clarification regarding your rights or to exercise your rights please contact the Company at Attn: Global Privacy Office, 30 Hudson Street, Floor 34, Jersey City, New Jersey, U.S.A. 07302 or at privacyoffice@organon.com or, if your Employer is established in the EEA/UK or you are located in the EEA/UK, by contacting Organon’s EU Data Protection Officer by e-mail at euprivacydpo@organon.com.
F.    Collection, Use and Transfer of Personal Data
The collection, use and transfer of your personal data for the Purposes is conducted in accordance with the Company’s Global Privacy and Data Protection Policy.
V.    TAX WITHHOLDING
Regardless of any action the Company and/or the Employer take with respect to any or all income tax, social insurance, social security contributions (where applicable), payroll tax, payment on account or other tax-related items arising out of your participation in the Plan and legally applicable or deemed applicable to you in any jurisdiction (“Tax-Related Items”) and subject to applicable laws, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company and/or the Employer, if any. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU Award or underlying shares of common stock, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of shares of common stock acquired upon the expiration of the Restricted Period and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Furthermore, if you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
The Tax-Related Items shall be satisfied by the Company (or, at the election of the Company, the Employer) withholding whole shares of common stock (or cash, if applicable) which would otherwise be delivered to you having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises or as of the last trading day immediately prior to the applicable Vesting Date, as determined by the Committee, equal to the Tax-Related Items, and you will be deemed to have been issued the full number of shares of common stock (or, if applicable, cash payment) subject to the vested RSUs, notwithstanding that a number of the shares (or, if applicable, cash) is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
The Company shall withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (or, as determined by the Company1 in its sole discretion and subject to applicable law, other applicable withholding rates, including maximum applicable rates in your jurisdiction(s)). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in common stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
1 Any such determinations regarding individuals subject to reporting obligations under Section 16 of the Exchange Act will be made by the Committee in its sole discretion and subject to applicable law.
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You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of common stock (or cash, if applicable) or the proceeds of the sale of shares if you fail to comply with your obligations in connection with the Tax-Related Items.
VI.    NATURE OF THE GRANT
In accepting the RSU Award, you acknowledge and agree that:
1.    the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended, or terminated by the Company at any time;
2.    the grant of the RSU Award is exceptional, voluntary, and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
3.    all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;
4.    your participation in the Plan is voluntary;
5.    you shall have no beneficial interest or ownership in the vested shares of common stock unless and until the issue or delivery of those vested shares of common stock to you;
6.    your participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company and shall not interfere with the ability of the Employer to terminate your employment or service relationship (if any) at any time;
7.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, the Company, or any parent, subsidiary, affiliate, or JV of the Company, and that are outside the scope of your employment or service contract, if any;
8.    unless otherwise agreed with the Company in writing, the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary, affiliate, or JV of the Company;
9.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
10.    the RSU Award and any cash and/or shares of common stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any parent, subsidiary, affiliate or JV of the Company;
11.    the future value of the shares of common stock underlying the RSU Award is unknown, indeterminable and cannot be predicted with certainty;
12.    no claim or entitlement to compensation or damages shall arise from termination of the RSU Award resulting from termination of your employment by the Company, the Employer or any parent, subsidiary, affiliate or JV of the Company (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
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13.    for purposes of the RSU Award, your employment relationship will be considered terminated as of the date you are no longer providing services to the Employer or the Company or any parent, subsidiary, affiliate or JV of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this document, your right to vest in the RSU Award under the Plan, if any, will terminate effective as of such date; the Committee or its delegate responsible for administering the Plan shall have the exclusive discretion to determine when you are no longer providing services for purposes of the grant (including whether you may still be considered to be providing services while on a leave of absence);
14.    the RSU Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;
15.    the Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendation regarding your participation in the Plan, or the acquisition or sale of underlying shares; You should consult with your personal tax, legal and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan; and
16.    neither the Employer, nor the Company or any parent, subsidiary, affiliate, or JV shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSU Award or any amounts due to you pursuant to the vesting of the RSU Award, the subsequent sale of shares acquired under the Plan or the receipt of any dividends and/or dividend equivalents.
VII.    GOVERNING LAW AND VENUE
This document may be amended only by another written agreement between the parties. This document shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws. Unless otherwise set forth in the applicable grant agreement, the State and Federal courts located in the State of Delaware shall have exclusive jurisdiction for any action brought pursuant to this document.
VIII.    SEVERABILITY
The provisions of this document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
IX.    WAIVER
You acknowledge that a waiver by the Company of breach of any provision of this document shall not operate or be construed as a waiver of any other provision of this document or of any subsequent breach by you or any of your beneficiaries, executors, or heirs.
X.    ELECTRONIC ACCEPTANCE
The Company may, in its sole discretion, decide to deliver any documents related to the RSU Award or future RSUs that may be granted under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
XI.    COUNTRY-SPECIFIC APPENDIX
The RSU Award shall be subject to any additional provisions set forth in Appendix A for your country, if any. If you relocate to one of the countries included in the Appendix during the life of the RSU Award, the additional provisions for such country shall apply to you, to the extent the Company determines that the
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application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
XII.    CLAWBACK POLICY
Notwithstanding any other provision in this Agreement to the contrary, you and this RSU Award shall be subject to the Company’s Compensation Recoupment Policy, the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, and any other clawback policy adopted by the Company, each as applicable and as may be amended from time to time to comply with applicable law, regulation or listing standard (collectively, the “Clawback Policies”). The provisions of this Section XII are in addition to and not in lieu of any other remedies available to the Company in the event you violate the Clawback Policies, or any laws or regulations. In accepting this RSU Award, you acknowledge and agree that you (a) have received and reviewed copies of the Company’s Compensation Recoupment Policy and the Company’s Dodd-Frank Policy on Recoupment of Incentive Compensation, (b) are and will continue to be subject to the Clawback Policies to the extent applicable to you, both during and after your employment with the Company and/or any of its direct or indirect subsidiaries or affiliates, and (c) will abide by the terms of the Clawback Policies to the extent applicable, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Clawback Policies, as determined by the Committee in its sole discretion. In addition, you acknowledge and agree that you will not be entitled to and hereby knowingly, voluntarily and intentionally waive any (i) indemnification for any liability or loss incurred by you in connection with or as a result of any action taken by the Company to enforce the Clawback Policies (such action, a “Clawback Proceeding”) and (ii) indemnification or advancement of any expenses (including attorneys’ fees) from the Company and or any subsidiary of the Company incurred by you in connection with any Clawback Proceeding; provided, however, if you are successful on the merits in the defense of any claim asserted against you in a Clawback Proceeding, you will be indemnified for the expenses (including attorneys’ fees) you reasonably incurred to defend such claim.
XIII.     ADMINISTRATION
The Committee is responsible for construing and interpreting this grant, including the right to construe disputed or doubtful Plan provisions, and may establish, amend, and construe such rules and regulations as it may deem necessary or desirable for the proper administration of this grant. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation, and effect of this grant shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding, and conclusive upon the Company, all eligible employees and any person claiming under or through any eligible employee. All determinations by the Committee including, without limitation, determinations of the eligible employees, the form, amount and timing of incentives, the terms and provisions of incentives and the writings evidencing incentives, need not be uniform and may be made selectively among eligible employees who receive, or are eligible to receive, incentives hereunder, whether or not such eligible employees are similarly situated.
For further information regarding the Long-Term Incentive Program, please visit the Company’s intranet Long-Term Incentive homepage.
XIV.    DEFINITIONS
Cause. Means your (i) material breach of any written agreement between you and the Employer, including your breach of any material representation, warranty or covenant made under any such agreement, or your breach of any written policy or code of conduct established by the Employer and applicable to you; (ii) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) commission of, or conviction or indictment for, or pleading no contest (or local equivalent) to, any crime (which carries a custodial sentence) or any crime involving moral turpitude; (iv) willful failure or refusal to perform your duties to the Employer or to follow any lawful directive from the Board or your supervisor; or (v) failure to competently perform statutory or reasonably assigned duties with the Employer at a level that can be reasonably expected of a person with your position, excluding a
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failure that you could not be reasonably expected to realize would constitute such a failure (other than a failure resulting from your incapacity due to physical or mental illness), which failure is not cured, if curable, within ten (10) days after written notice from the Employer or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board (which notice specifies in reasonable detail the grounds constituting Cause).
Disability. Is defined as the inability to perform the material duties of your role by reason of a physical or mental infirmity that is expected to last for at least six months or to result in your death, whether or not you are eligible for disability benefits from any applicable disability program.
Involuntary Termination. Means termination of employment by the Company or its affiliates in a manner that entitles you to benefits under the applicable separation benefits plan and specifically excludes non-performance of your duties and other termination reasons such as Sale, Retirement, Death, Disability, Cause or Change in Control.
Retirement. If you are employed in the U.S., “retirement” means a termination of employment after attaining the earliest of (a) age 55 with at least 10 years of service and (b) age 65 without regard to years of service. If you are not employed in the U.S., “retirement” is determined by the Company in its sole discretion. The Company reserves the right to modify any definition of retirement established for purposes of this RSU Award and/or adjust the consequences of termination due to retirement to comply with local law.
Sale. Means, with respect to your RSU Award, the sale, whether through the sale of stock, assets or a combination thereof, of the subsidiary, JV or division, as applicable, for which you primarily provide services, and which does not constitute a Change in Control of the Company.
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Exhibit 31.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Morrissey, certify that:

1. I have reviewed this Form 10-Q of Organon & Co;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. the registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 4, 2026
/s/ Joseph Morrissey
Joseph Morrissey
Chief Executive Officer


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Walsh, certify that:

1. I have reviewed this Form 10-Q of Organon & Co;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. the registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2026
/s/ Matthew Walsh
Matthew Walsh
Chief Financial Officer

Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.§ 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Organon & Co. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.§ 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Organon & Co.

May 4, 2026
/s/ Joseph Morrissey
Joseph Morrissey
Chief Executive Officer


Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.§ 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Organon & Co. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.§ 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Organon & Co.

May 4, 2026
/s/ Matthew Walsh
Matthew Walsh
Chief Financial Officer