Statistik Asas
| LEI | 549300AMCKY57OK2CO56 |
| CIK | 1821825 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Organon & Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40 |
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| August 6, 2025 |
Organon & Co. Executive Severance Program, as amended and restated on April 15, 2025 Exhibit 10.3 Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the “Plan”) as amended and restated effective April 15, 2025. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its wholly owned subsi |
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| August 6, 2025 |
Exhibit 10.2 Organon Executive Change in Control Severance Program This document sets forth the terms of the Organon Executive Change in Control Severance Program (as the same may be amended, the “Plan”) as amended and restated on April 15, 2025. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & C |
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| August 5, 2025 |
Organon Reports Results for the Second Quarter Ended June 30, 2025 Exhibit 99.1 Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Second Quarter Ended June 30, 2025 · Second quarter 2025 revenue of $1.594 billion · Second quarter 2025 diluted earnings per share of $0.56 and non-GAAP Adjusted diluted earnings per share of $1.00; G |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl |
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| August 5, 2025 |
Second Quarter 2025 Earnings Organon Exhibit 99.2 Second Quarter 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat |
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| June 13, 2025 |
Calculation of Filing Fee Tables S-8 Organon & Co. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share ("Common Stock") Other 7,800,000 $ 9.98 $ 77,844,000.00 0.0001531 $ 11,917.92 T |
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| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 13, 2025 As filed with the Securities and Exchange Commission on June 13, 2025 Registration No. |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Emplo |
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| June 2, 2025 |
Exhibit 1.01 Conflict Minerals Report Organon & Co. - For Year Ending December 31, 2024 Company Overview This report has been prepared by the management of Organon & Co. (“Organon”). Organon is a global health care company that develops and delivers innovative health solutions through a portfolio of prescription therapies within women's health, biosimilars and established brands ("Organon Products |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in Its Charter) New Jersey 46-4838035 46-4838035 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation or Organization) 30 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302 (Ad |
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| May 27, 2025 |
Exhibit 99.1 US Food and Drug Administration (FDA) Grants Interchangeability Designation to Samsung Bioepis and Organon HADLIMA™ (adalimumab-bwwd) Injection 05/27/2025 · HADLIMA™ (adalimumab-bwwd) injection, 40 mg/0.4 mL & 40 mg/0.8 mL is now interchangeable with all high- and low-concentration presentations (autoinjector, prefilled syringe, and single-dose vial) of Humira (adalimumab)1,2 · The in |
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| May 27, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employ |
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| May 2, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4 |
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| May 1, 2025 |
Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Renee McKnight (551) 204-6129 Organon Reports Results for the First Quarter Ended March 31, 2025 Company affirms full year 2025 financial guidance, resets dividend payout to strengthen capital structure · Guidance ranges for full year 2025 revenue and Adjusted EBIT |
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| May 1, 2025 |
First Quarter 2025 Earnings Organon Exhibit 99.2 First Quarter 2025 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectatio |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl |
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| April 15, 2025 |
Organon Appoints Ramona A. Sequeira to the Company’s Board of Directors Exhibit 99.1 News Release Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kate Vossen (732) 675-8448 Organon Appoints Ramona A. Sequeira to the Company’s Board of Directors JERSEY CITY, N.J.- (BUSINESS WIRE) - April 15, 2025 - Organon (NYSE: OGN) a global healthcare company with a focus on women’s health, today announced the appointment of Ramona A. |
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| February 28, 2025 |
Exhibit 4.16 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte |
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| February 28, 2025 |
Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2024. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon |
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| February 28, 2025 |
Exhibit 4.17 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte |
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| February 28, 2025 |
Exhibit 4.20 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v |
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| February 28, 2025 |
Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Stock Default) Exhibit 10.35 GLOBAL TERMS FOR 2025 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: ###PARTICIPANTNAME### Gran |
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| February 28, 2025 |
Exhibit 4.26 SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v) Organon Inte |
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| February 28, 2025 |
Exhibit 4.25 SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v) Organon Inte |
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| February 28, 2025 |
Corporate Policy 11: Insider Trading What You Need to Know We don’t trade in the securities of Organon & Co. |
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| February 28, 2025 |
Restricted Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan (Cash Default) Exhibit 10.36 GLOBAL TERMS FOR 2025 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: ###PARTICIPANTNAME### Gran |
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| February 28, 2025 |
Exhibit 4.18 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa |
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| February 28, 2025 |
Non-Qualified Stock Option Grants Under the Organon & Co. 2021 Incentive Stock Plan Exhibit 10.33 GLOBAL TERMS FOR 2025 NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the stock option granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document. Different terms may apply to any prior or future stock option. Name: ###PARTICIPANTNAME### Grant Type: Non-Qualified S |
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| February 28, 2025 |
Organon Non-Employee Director Savings Exhibit 10.15 ORGANON NON-EMPLOYEE DIRECTOR SAVINGS PLAN (Effective and Amended and Restated as of January 1, 2025) TABLE OF CONTENTS ARTICLE I. PURPOSE 1 ARTICLE II. DEFERRALS AND DISTRIBUTION SCHEDULE 1 ARTICLE III. VALUATION OF DEFERRED AMOUNTS. 2 ARTICLE IV. REDESIGNATION WITHIN A DEFERRAL ACCOUNT 3 ARTICLE V. PAYMENT OF DEFERRED AMOUNTS 3 ARTICLE VI. DESIGNATION OF BENEFICIARY 4 ARTICLE VII. |
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| February 28, 2025 |
Exhibit 4.15 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2021, among Alydia Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Organon & Co., a Delaware corporation (the “Issuer”), the Issuer, Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte |
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| February 28, 2025 |
Performance Stock Unit Award Under the Organon & Co. 2021 Incentive Stock Plan Exhibit 10.34 GLOBAL TERMS FOR 2025 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards. Name: ###PARTICIPANTNAME### Gra |
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| February 28, 2025 |
Exhibit 10.8 AMENDMENT NO. 3 TO SENIOR SECURED CREDIT AGREEMENT This AMENDMENT NO. 3 TO SENIOR SECURED CREDIT AGREEMENT, dated as of December 20, 2024 (this “Amendment”), is entered into among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid registered with the trade register of the Dutch |
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| February 28, 2025 |
Exhibit 4.19 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2024, among (i) Organon 2 LLC, a Delaware limited liability company, (ii) Dermavant Sciences, Inc., a Delaware corporation, (iii) Organon Pharma Holdings II LLC, a Delaware limited liability company, (iv) Organon Finance LLC, a Delaware limited liability company and (v |
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| February 13, 2025 |
Fourth Quarter and Full Year 2024 Earnings Organon Exhibit 99.2 Fourth Quarter and Full Year 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about manageme |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E |
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| February 13, 2025 |
Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2024 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2024 · Full year 2024 revenue of $6.4 billion, up 2% as-reported and 3% at constant currency · Full year 2024 diluted earnings per share of $3.33 and non-G |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em |
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| November 5, 2024 |
Exhibit 99.1 News Release Media Contacts: Felicia Bisaro Investor Contacts: Jennifer Halchak (646) 703-1807 (201) 275-2711 Kim Hamilton (908) 391-0131 Update on FDA Review of VTAMA® (tapinarof) Cream, 1% for the Treatment of Atopic Dermatitis in Adults and Children 2 Years of Age and Older JERSEY CITY, N.J., November 5, 2024 – Organon (NYSE: OGN), a global healthcare company with a mission to impr |
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| November 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| October 31, 2024 |
Third Quarter 2024 Earnings Organon Exhibit 99.2 Third Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectatio |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Em |
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| October 31, 2024 |
Organon Reports Results for the Third Quarter Ended September 30, 2024 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Third Quarter Ended September 30, 2024 · Third quarter 2024 revenue of $1.582 billion, up 4% as-reported and up 5% at constant currency · Third quarter 2024 diluted earnings per share of $1.38 and non-GA |
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| September 23, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| September 23, 2024 |
Exhibit 10.1 CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH“[***]”TO INDICATE THE OMISSION. EXECUTION VERSION AGREEMENT AND PL |
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| August 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40 |
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| August 7, 2024 |
GLOBAL TERMS FOR [ ] RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: Grant Type: RSU Units Granted: Grant Date |
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| August 7, 2024 |
GLOBAL TERMS FOR [] NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO. |
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| August 7, 2024 |
GLOBAL TERMS FOR []RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (“RSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“RSU Award”). Different terms may apply to any prior or future RSU awards. Name: Grant Type: RSU Units Granted: Grant Date: |
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| August 7, 2024 |
GLOBAL TERMS FOR [] PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Performance Share Unit (“PSU”) award granted to you by Organon & Co. (“Organon” or the “Company”) and specified in this document (“PSU Award”). Different terms may apply to any prior or future PSU awards. Name Grant Type PSU Grant Date Performance Peri |
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| August 6, 2024 |
Second Quarter 2024 Earnings Organon Exhibit 99.2 Second Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat |
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| August 6, 2024 |
Organon Reports Results for the Second Quarter Ended June 30, 2024 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the Second Quarter Ended June 30, 2024 · Second quarter 2024 revenue of $1.607 billion, flat year-over-year on an as-reported basis and up 2% at constant currency · Second quarter 2024 diluted earnings per s |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Empl |
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| June 6, 2024 |
30 Hudson Street Jersey City, NJ 07302 June 6, 2024 Gary Newberry Tara Harkins Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D. |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| May 28, 2024 |
Exhibit 1.01 Conflict Minerals Report Organon & Co. - For Year Ending December 31, 2023 Company Overview This report has been prepared by the management of Organon & Co. (“Organon”). Organon is a global health care company formed through a spinoff from Merck & Co., Inc., of Kenilworth, New Jersey, USA (“Merck”) to focus on improving the health of women throughout their lives. Organon develops and |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Organon & Co. (Exact Name of Registrant as Specified in its Charter) New Jersey 46-4838035 46-4838035 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) 30 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302 (Ad |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| May 17, 2024 |
Exhibit 10.1 EXECUTION VERSION Amendment no. 2 to SENIOR SECURED CREDIT Agreement AND AMENDMENT TO SECURITY AGREEMENT This AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT, dated as of May 17, 2024 (this “Amendment”), is entered into among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten |
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| May 17, 2024 |
Exhibit 4.1 Execution Version INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent, 6.750% SENIOR SECURED NOTES DUE 2034 TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions |
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| May 17, 2024 |
Exhibit 4.3 Execution Version INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, 7.875% SENIOR NOTES DUE 2034 TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 42 Section 1.03 Rules of Cons |
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| May 14, 2024 |
May 14, 2024 Gary Newberry Tara Harkins Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D. |
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| May 3, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4 |
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| May 2, 2024 |
First Quarter 2024 Earnings Organon Exhibit 99.2 First Quarter 2024 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectati |
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| May 2, 2024 |
Organon Reports Results for the First Quarter Ended March 31, 2024 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Renee McKnight (732) 675-8448 (551) 204-6129 Organon Reports Results for the First Quarter Ended March 31, 2024 • First quarter 2024 revenue of $1,622 million, up 5% on an as-reported basis and 7% at constant currency • First quarter 2024 diluted earnings per share of $0.78 and n |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe |
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| April 25, 2024 |
2024 Notice of Annual Meeting of Shareholders and Proxy Statement Message to Our Shareholders On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2024 Annual Meeting of Shareholders on Tuesday, June 4, 2024 at 9 a. |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 26, 2024 |
Form of Executive Separation Agreement [Organon] Confidential To: Subject: SEPARATION AGREEMENT AND GENERAL RELEASE Date: This memorandum will confirm that your employment at Organon & Co. |
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| February 26, 2024 |
[Organon] Confidential Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the “Plan”) as amended and restated effective February 8, 2024. |
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| February 26, 2024 |
Organon & Co. Dodd-Frank Policy On Recoupment Of Incentive Compensation ORGANON & CO. DODD-FRANK POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Organon & Co. (the “Company”) has adopted this Dodd-Frank Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy |
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| February 26, 2024 |
Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2023. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa |
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| February 15, 2024 |
[Organon] Confidential Fourth Quarter and Full Year 2023 Earnings Organon Exhibit 99.2 [Organon] Confidential Fourth Quarter and Full Year 2023 Earnings Organon [Organon] Confidential Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including |
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| February 15, 2024 |
Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2023 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2023 · Full year 2023 revenue of $6.3 billion, up 1% as-reported and 3% at constant currency · Full year 2023 diluted earnings per share of $3.99 and non-GAAP |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of (Commission File Number) (I.R.S. E |
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| February 13, 2024 |
OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01627-organonco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Organon & Co Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Organon & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 68622V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| November 2, 2023 |
[Organon] Confidential Third Quarter 2023 Earnings Organon Exhibit 99.2 [Organon] Confidential Third Quarter 2023 Earnings Organon [Organon] Confidential Disclaimer statement, cont. Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but no |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 2, 2023 |
Organon Reports Results for the Third Quarter Ended September 30, 2023 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Third Quarter Ended September 30, 2023 • Third quarter 2023 revenue of $1,519 million • Third quarter 2023 diluted earnings per share of $0.23 and non-GAAP Adjusted diluted earnings per share of $0.87 • Adj |
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| August 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40 |
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| August 8, 2023 |
Organon Reports Results for the Second Quarter Ended June 30, 2023 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Second Quarter Ended June 30, 2023 • Second quarter 2023 revenue of $1,608 million • Second quarter 2023 diluted earnings per share of $0.95 and non-GAAP Adjusted diluted earnings per share of $1.31 • Adjus |
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| August 8, 2023 |
Second Quarter 2023 Earnings Organon Exhibit 99.2 Second Quarter 2023 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectati |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| July 7, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (this “Agreement”), dated as of June 30, 2023, is made by and among ORGANON & CO., a Delaware corporation (the “Lead Borrower”), Organon Foreign Debt Co-Issuer B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Borrower” |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 4, 2023 |
Organon Reports Results for the First Quarter Ended March 31, 2023 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the First Quarter Ended March 31, 2023 · First quarter 2023 revenue of $1,538 million · First quarter 2023 diluted earnings per share of $0.69 and non-GAAP Adjusted diluted earnings per share of $1.08 · Both re |
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| May 4, 2023 |
First Quarter 2023 Earnings Organon Exhibit 99.2 First Quarter 2023 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information, this press release includes “forward - looking statements” within the meaning of the safe harbo r provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management’s expectat |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 27, 2023 |
2023 Notice of Annual Meeting of Shareholders and Proxy StatementMessagefromOurChairmanoftheBoard DearOrganonShareholders, OnbehalfofmyfellowDirectors,IwanttothankyouforyourtrustandinvestmentinOrganon. |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa |
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| February 27, 2023 |
Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES Organon & Co., a Delaware corporation, had the U.S. and international subsidiaries shown below as of December 31, 2022. Organon & Co. is not a subsidiary of any other entity. Certain subsidiaries have been omitted as they are not significant in the aggregate. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon |
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| February 16, 2023 |
Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2022 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 (201) 275-2711 Kate Vossen Alex Arzeno (732) 675-8448 (203) 550-3972 Organon Reports Results for the Fourth Quarter and Full Year Ended December 31, 2022 · Full year 2022 revenues of $6.2 billion; all three franchises contribute to growth on constant currency basis · Full year 2022 diluted earnings per sha |
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| February 16, 2023 |
Fourth Quarter and Full Year 2022 Earnings Organon Exhibit 99.2 Fourth Quarter and Full Year 2022 Earnings Organon Disclaimer statement Cautionary Note Regarding Forward - Looking Statements Except for historical information herein, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about m |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| February 13, 2023 |
OGN / Organon & Co. / Mawer Investment Management Ltd. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Organon & Co. (Name of Issuer) Common Stock (Title of Class of Securities) 68622V106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 9, 2023 |
OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01595-organonco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p |
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| December 9, 2022 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS of Organon & Co. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1?????????Registered Office. The registered office of Organon & Co. (the ?Corporation?) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?). Section 1.2?????????Ot |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & |
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| November 3, 2022 |
[Organon] Confidential Q3 2022 Earnings Organon Exhibit 99.2 [Organon] Confidential Q3 2022 Earnings Organon [Organon] Confidential Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statemen |
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| November 3, 2022 |
Organon reports results for the third quarter ended September 30, 2022 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Organon reports results for the third quarter ended September 30, 2022 · Third quarter 2022 revenues of $1,537 million · Third quarter diluted earnings per share from continuing operations of $0.89 and non-GAAP adjusted diluted earnings per share from continuing op |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. |
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| August 4, 2022 |
Organon reports results for the second quarter ended June 30, 2022 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the second quarter ended June 30, 2022 ? Second quarter 2022 revenues of $1,585 million ? Second quarter diluted earnings per share from continuing operations of $0.92 and non-GAAP adjusted diluted earnings p |
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| August 4, 2022 |
Exhibit 99.2 Q2 2022 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management?s expectati ons about Orga |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| July 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| June 8, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| May 6, 2022 |
Organon & Co. Moderator: Ali, Kevin May 5, 2022 08:30 AM ET Exhibit 99.1 Organon & Co. Moderator: Ali, Kevin May 5, 2022 08:30 AM ET OPERATOR: This is Conference # 6895016 Operator: Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the Organon First Quarter 2020 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks there will be a question-a |
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| May 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. |
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| May 5, 2022 |
Organon reports results for the first quarter ended March 31, 2022 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the first quarter ended March 31, 2022 ? First quarter 2022 revenue of $1,567 million ? Net income from continuing operations of $348 million, or $1.36 per diluted share; Adjusted net income from continuing o |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 5, 2022 |
Exhibit 99.2 Q1 2022 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for historical information herein, this presentation includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about management?s expectati ons about Orga |
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| April 29, 2022 |
DEFA14A 1 d189192ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 28, 2022 | ||
| April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 21, 2022 |
Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES The following are subsidiaries of Organon & Co. as of December 31, 2021. Name Country or State of Incorporation or Organization Organon Algeria SARL Algeria Organon Argentina S.R.L.* Argentina Organon Pharma Pty Ltd Australia Organon Austria GmbH Austria Organon Belgium BV Belgium Schering-Plough Labo NV Belgium Organon BH d.o.o. Bosnia Organon Farma |
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| March 21, 2022 |
Exhibit 4.2 DESCRIPTION OF SECURITIES General Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share (our ?Common Stock?), and 25,000,000 shares of preferred stock, par value $0.01 per share. We do not have any preferred stock issued and outstanding. For more detailed information, please see our Amended and Restated Certificate of Incorporation and A |
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| March 21, 2022 |
Power of Attorney (included on signature page) Exhibit 24.1 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORGANON & CO. March 21, 2022 /s/ Matthew Walsh Matthew Walsh Chief Financial Officer We, the undersigned directors and officers of Organon, hereby severally constitute Kevin Ali and Matth |
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| March 21, 2022 | ||
| March 21, 2022 |
Execution Copy Exhibit 10.35 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUPPLEMENTAL LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY) This Supplemental License Agreement (this ?Agreement?), dated as of 13 December 2021 (the ?Effective Date?) is enter |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. (Exa |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| February 17, 2022 |
Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the fourth quarter and full year ended December 31, 2021 Nexplanon?(etonogestrel implant), fertility, biosimilars grew double digits for full year ? Full year 2021 revenue of $6.3 billion ? Income from contin |
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| February 17, 2022 |
Q4 and Full Year 2021 Earnings Organon Exhibit 99.2 Q4 and Full Year 2021 Earnings Organon Disclaimer statement This text should be viewed in conjunction with Organon?s Full Year/ Q 4 2021 earnings call 2 Safe Harbor for Forward - Looking Statements Except for historical information herein, this news release includes ?forward - looking statements? within the meaning of the safe harbor provisions of the U.S. Private Securities Litigatio |
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| February 10, 2022 |
OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule |
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| November 12, 2021 |
Exhibit 10.20 ORGANON NON-EMPLOYEE DIRECTOR SAVINGS PLAN TABLE OF CONTENTS ARTICLE I. PURPOSE 1 ARTICLE II. DEFERRALS AND DISTRIBUTION SCHEDULE 1 ARTICLE III. VALUATION OF DEFERRED AMOUNTS 2 ARTICLE IV. REDESIGNATION WITHIN A DEFERRAL ACCOUNT 3 ARTICLE V. PAYMENT OF DEFERRED AMOUNTS 3 ARTICLE VI. DESIGNATION OF BENEFICIARY 4 ARTICLE VII. PLAN AMENDMENT OR TERMINATION 4 ARTICLE VIII. SECTION 409A C |
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| November 12, 2021 |
Organon & Co. Moderator: Ali, Kevin November 11, 2021 08:30 AM ET Exhibit 99.2 Organon & Co. Moderator: Ali, Kevin November 11, 2021 08:30 AM ET OPERATOR: This is Conference # 2594964 Operator: Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the "Organon Third Quarter 2021 Earnings Conference Call." All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a q |
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| November 12, 2021 |
Exhibit 99.3 Q3 2021 Earnings Organon Disclaimer statement This text should be viewed in conjunction with Organon?s Q3 2021 earnings call 2 Safe Harbor for Forward - Looking Statements Except for the historical information herein, this presentation of Organon & Co. (the ?company?) includes ?forward - looking state ments? within the meaning of the safe harbor provisions of the U.S. Private Securiti |
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| November 12, 2021 |
Exhibit 10.21 Attachment H-4 GLOBAL TERMS FOR 2021 RESTRICTED STOCK UNIT GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the Restricted Stock Unit (?RSU?) award granted to you by Organon & Co. (?Organon? or the ?Company?) and specified in this document (?RSU Award?). Different terms may apply to any prior or future RSU awards. I.GENERAL INFORMA |
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| November 12, 2021 |
Exhibit 10.22 Attachment E-4 GLOBAL TERMS FOR 2021 PERFORMANCE SHARE UNIT AWARD UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN I.GENERAL INFORMATION These Performance Share Units (?PSUs?) are granted under and subject to the Global Terms for 2021 Performance Share Unit Award, including any additional terms and conditions for Grantee?s country in Appendix A (the ?Award Terms?) and the Organon & |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & |
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| November 12, 2021 |
Organon reports results for the third quarter ended September 30, 2021 Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the third quarter ended September 30, 2021 ? Third quarter 2021 revenue of $1,600 million ? Net income from continuing operations of $323 million, or $1.27 per diluted share; Adjusted net income from continui |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| November 12, 2021 |
Exhibit 10.23 Attachment E-5 GLOBAL TERMS FOR 2021 NON-QUALIFIED STOCK OPTION (NQSO) GRANTS UNDER THE ORGANON & CO. 2021 INCENTIVE STOCK PLAN This is a summary of the terms applicable to the stock option granted to you by Organon & Co. (?Organon? or the ?Company?) and specified in this document. Different terms may apply to any prior or future stock option. I.GENERAL INFORMATION A.Grant Document T |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. |
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| August 12, 2021 |
Organon reports results for the second quarter ended June 30, 2021 and announces inaugural dividend Exhibit 99.1 Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon reports results for the second quarter ended June 30, 2021 and announces inaugural dividend ? Second quarter 2021 revenue of $1,595 million ? Net income from continuing operations of $431 million, or $1.70 per diluted share; Adj |
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| August 12, 2021 |
Exhibit 99.2 3DQWRQH ? 8 &0<. 3DQWRQH ? 5XELQH 5HG8 &0<. 3DQWRQH 8 &0<. 3DQWRQH ? 8 &0<. 5% Q2 2021 Earnings Organon Disclaimer statement Safe Harbor for Forward - Looking Statements Except for the historical information herein, this presentation of Organon & Co. (the ?company?) includes ?forward - looking state ments? within the meaning of the safe harbor provisions of the U.S. Private Securities |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| July 12, 2021 |
OGN / Organon & Co. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Organon & Co. Title of Class of Securities: Common Stock CUSIP Number: 68622V106 Date of Event Which Requires Filing of this Statement: June 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d-1(c) |
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| June 29, 2021 |
Exhibit 99.1 Organon Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation JERSEY CITY, N.J. ? June 29, 2021 ? Organon (NYSE: OGN) has been notified of an unsolicited mini-tender offer by TRC Capital Investment Corporation (?TRC?) to purchase up to 3,000,000 shares of Organon common stock from Organon stockholders, representing approximately 1.18% of t |
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| June 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40235 Organon & Co. |
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| June 3, 2021 |
EX-10.13 17 d49288dex1013.htm EX-10.13 Exhibit 10.13 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Or |
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| June 3, 2021 |
Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021 Exhibit 10.15 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of , 2021 (the ?Effective Date?) by and between Organon & Co., a Delaware corporation (the ?Company?), and (the ?Indemnitee?). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental |
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| June 3, 2021 |
As filed with the Securities and Exchange Commission on June 3, 2021 As filed with the Securities and Exchange Commission on June 3, 2021 Registration No. |
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| June 3, 2021 |
Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE SEPARATION 15 Section 2.01 Governance and Listing of Organon 15 Section 2.02 The Separation 16 Section 2.03 IOM and Deferred Markets 17 Section 2.04 Delayed Transfers |
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| June 3, 2021 |
EX-10.10 14 d49288dex1010.htm EX-10.10 Exhibit 10.10 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijk |
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| June 3, 2021 |
Exhibit 10.9 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the ?Company? or the ?Issuer?) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register |
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| June 3, 2021 |
Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 8 Section 2.01 Allocation of Liabilities 8 Section 2.02 Employment with Organon 10 Section 2.03 Establishment of Organon Plans 12 Section 2.04 Post-Distribution Organon Employees |
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| June 3, 2021 |
Exhibit 10.14 Execution Version SENIOR SECURED CREDIT AGREEMENT Dated as of June 2, 2021, among ORGANON & CO., as Lead Borrower, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., MORGAN STANLEY BANK N.A., BANK OF AMERICA, N.A., BNP PARIBAS, CITIBANK, N.A., CREDIT SUISSE AG, NEW YORK BRANCH, DEUTS |
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| June 3, 2021 |
Organon & Co. Executive Severance Program Exhibit 10.19 Organon Executive Severance Program This document sets forth the terms of the Organon Executive Severance Program (as the same may be amended, the ?Plan?) as in effect on June 2, 2021. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its wholly owned subsidiaries who are det |
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| June 3, 2021 |
Organon & Co. Annual Incentive Plan Exhibit 10.17 ORGANON & CO. ANNUAL INCENTIVE PLAN I. PURPOSE The Organon & Co. Annual Incentive Plan (the ?Plan?) is designed to motivate and reward employees of the Company who do not participate in the Sales Incentive Plan or generally any other incentive plan of the Company to achieve high levels of performance by rewarding performance that has a positive impact on the activities of the Company |
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| June 3, 2021 |
Amended and Restated Certificate of Incorporation of Organon & Co. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Organon & Co. (a Delaware corporation) Organon & Co., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), as it may be amended, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the corporation is Organon |
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| June 3, 2021 |
Organon & Co. Executive Change in Control Severance Program Exhibit 10.18 Organon Executive Change in Control Severance Program This document sets forth the terms of the Organon Executive Change in Control Severance Program (as the same may be amended, the ?Plan?) as in effect on June 2, 2021. This document is both the legal plan document as well as the Summary Plan Description for the Plan. The Plan applies to certain executives of Organon & Co. and its w |
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| June 3, 2021 |
Exhibit 10.4 EXECUTION VERSION ORGANON TO MERCK TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?), dated as of June 2, 2021 (the ?Effective Date?) is entered into by and between Merck Sharp & Dohme Corp., a New Jersey corporation (?Merck?), and Organon International GmbH, a limited liability company organized under the laws of Switzerland (?Organon? and together w |
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| June 3, 2021 |
Exhibit 10.8 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the ?Company? or the ?Issuer?) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register |
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| June 3, 2021 |
EX-10.5 9 d49288dex105.htm EX-10.5 Exhibit 10.5 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, and ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Principal Paying Agent, Transfer Agent |
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| June 3, 2021 |
Tax Matters Agreement, dated as of June 2, 2021, by and between Merck & Co., Inc. and Organon & Co. Exhibit 10.1 TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO. TAX MATTERS AGREEMENT This Tax Matters Agreement (the ?Agreement?) is entered into as of the 2 day of June, 2021, by and between Merck & Co., Inc. (?Merck?), a New Jersey corporation, and Organon & Co. (?Organon? and, together with Merck, the ?Parties?), a Delaware corporation. R E C I T A L S WHEREAS, Merck?s Bo |
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| June 3, 2021 |
Exhibit 10.6 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, 4.125% SENIOR SECURED NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section |
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| June 3, 2021 |
Amended and Restated Bylaws of Organon & Co. Exhibit 3.2 AMENDED AND RESTATED BYLAWS of Organon & Co. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Organon & Co. (the ?Corporation?) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?). Section 1.2 Other Offices. The |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2021 Organon & Co. (Exact name of registrant as specified in its charter) Delaware 001-40235 46-4838035 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 3, 2021 |
Exhibit 10.7 Execution Version INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), and U.S. BANK NATIONAL ASSOCIATION, as Trustee, 5.125% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.01 Definitions 1 Section 1. |
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| June 3, 2021 |
Exhibit 10.11 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Organon USA LLC, a New Jersey limited lia |
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| June 3, 2021 |
Exhibit 10.12 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 2, 2021, among Organon LLC, a Delaware limited liability company, Organon Global Inc., a Delaware corporation, Organon Trade LLC, a Delaware limited liability company, Organon Pharma Holdings LLC, a Delaware limited liability company, Organon USA LLC, a New Jersey limited lia |
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| June 3, 2021 |
Organon & Co. 2021 Incentive Stock Plan Exhibit 10.16 ORGANON & CO. 2021 INCENTIVE STOCK PLAN (Effective May 28, 2021) 1. PURPOSE The Plan is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affiliates an |
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| June 3, 2021 |
Exhibit 99.2 News Release Media Contacts: Karissa Peer Investor Contacts: Jennifer Halchak (614) 314-8094 Kate Vossen (732) 675-8448 (201) 275-2711 Edward Barger (267) 614-4669 Organon Launches as New Global Women?s Health Company Only company of its size focused on women?s health Launching with a commitment to listen to women to understand her health needs and help identify solutions that are urg |
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| June 3, 2021 |
Exhibit 10.3 EXECUTION VERSION MERCK TO ORGANON TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?), dated as of June 2, 2021 (the ?Effective Date?) is entered into by and between Organon LLC, a Delaware limited liability company (?Organon?), and MSD International GmbH, a limited liability company organized under the laws of Switzerland (?Merck? and together with Or |
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| May 5, 2021 |
May 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & Co. Registration Statement on Form 10-12B File No. 001-40235 (the ?Registration Statement?) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Org |
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| April 29, 2021 |
Letter Agreement between Kevin Ali and Merck & Co., Inc. dated October 14, 2020** Exhibit 10.15 October 14, 2020 Kevin Ali 2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A. T: 908-740-4000 E: [email protected] merck.com October 14, 2020 Dear Kevin, It is my pleasure to offer you the position of Chief Executive Officer of Organon & Co. (?Organon?) (the ?Position?), an independent publicly traded company which will aspire to become the world?s leading Women?s Health comp |
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| April 29, 2021 |
Form of Organon & Co. 2021 Incentive Stock Plan** EX-10.13 Exhibit 10.13 ORGANON & CO. 2021 INCENTIVE STOCK PLAN (Effective May 24, 2021) 1. PURPOSE The Plan is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affi |
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| April 29, 2021 |
Letter Agreement between Matthew M. Walsh and Merck Sharp & Dohme Corp. dated March 24, 2020** Exhibit 10.16 March 24, 2020 INVENTING FOR LIFE Matthew M. Walsh 2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A. T: 908-740-4000 E: [email protected] merck.com Dear Matt: It is my pleasure to offer you a position with Merck Sharp & Dohme Corp., (?Merck? or the ?Company?) a wholly-owned subsidiary of Merck & Co., Inc. At Merck, we see ourselves as a company inspired to invent. We are det |
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| April 29, 2021 |
Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com April 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & Co. Amendment No. 1 to Form 10-12B Filed on April 14, 2021 File No. 001-40235 CIK No. 0001821825 Dear Mr. Edwards: On beh |
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| April 29, 2021 |
Form of Employee Matters Agreement by and between Merck & Co., Inc. and Organon & Co. Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 8 Section 2.01 Allocation of Liabilities 8 Section 2.02 Employment with Organon 10 Section 2.03 Establishment of Organon Plans 12 Section 2.04 Post-Distribution Organon Employees |
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| April 29, 2021 |
10-12B/A As filed with the Securities and Exchange Commission on April 29, 2021 File No. |
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| April 29, 2021 |
Table of Contents Exhibit 99.1 May 7, 2021 Dear Merck Shareholder: On May 7, 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women?s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will continue to aspire to be the premier research-intensive global biopharmaceutical company focused on |
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| April 14, 2021 |
Form of Employee Matters Agreement by and between Merck & Co., Inc. and Organon & Co. Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF , 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 8 Section 2.01 Allocation of Liabilities 8 Section 2.02 Employment with Organon 10 Section 2.03 Establishment of Organon Plans 12 Section 2.04 Post-Distribution Organon Employees 13 Se |
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| April 14, 2021 |
Form of Tax Matters Agreement by and between Merck & Co., Inc. and Organon & Co. EX-10.1 3 d56612dex101.htm EX-10.1 Exhibit 10.1 TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO. TAX MATTERS AGREEMENT This Tax Matters Agreement (the “Agreement”) is entered into as of the [ ] day of [June, 2021], by and between Merck & Co., Inc. (“Merck”), a New Jersey corporation, and Organon & Co. (“Organon” and, together with Merck, the “Parties”), a Delaware corporati |
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| April 14, 2021 |
Form of Separation and Distribution Agreement by and between Merck & Co., Inc. and Organon & Co. EX-2.1 2 d56612dex21.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE [ ], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE SEPARATION 15 Section 2.01 Governance and Listing of Organon 15 Section 2.02 The Separation 16 Section 2.03 IOM and Deferred Markets 17 Section 2.04 De |
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| April 14, 2021 |
EX-10.6 8 d56612dex106.htm EX-10.6 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.6 AMENDMENT NO. 2 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 2 to Development and Commercialization Agreement (this “Amendment No. 2”) |
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| April 14, 2021 |
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| April 14, 2021 |
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| April 14, 2021 |
Exhibit 10.7 EXECUTION COPY AMENDMENT NO. 3 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 3 to Development and Commercialization Agreement (this ?Amendment No. 3) is effective as of October 1, 2017 (the ?Amendment Effective Date?) and is entered into by and between: SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea with a pl |
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| April 14, 2021 |
EX-10.8 10 d56612dex108.htm EX-10.8 Exhibit 10.8 EXECUTION COPY AMENDMENT NO. 4 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 4 to Development and Commercialization Agreement (this “Amendment No. 4”) is effective as of September 1, 2018 (the “Amendment Effective Date”) and is entered into by and between: SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the |
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| April 14, 2021 |
Information Statement of Organon & Co., preliminary and subject to completion. EX-99.1 Table of Contents Exhibit 99.1 , 2021 Dear Merck Shareholder: On , 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women’s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will continue to aspire to be the premier research-intensive global biopharmaceutical company focused on br |
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| April 14, 2021 |
Form of Organon & Co. 2021 Incentive Stock Plan** EX-10.13 Exhibit 10.13 ORGANON & CO. 2021 INCENTIVE STOCK PLAN (Effective [●], 2021) 1. PURPOSE The Plan is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affilia |
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| April 14, 2021 |
EX-10.11 13 d56612dex1011.htm EX-10.11 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.11 Execution Version AMENDMENT NO. 7 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 7 to Development and Commercialization Agreement ( |
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| April 14, 2021 |
Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 ORGANON & CO. LIST OF SUBSIDIARIES The following entities are expected to be subsidiaries of Organon & Co. upon completion of the distribution described in the information statement. Where ownership of a subsidiary is less than 100% by Organon & Co. or an Organon & Co. subsidiary, such has been noted by designating the percentage of ownership. Name Country or State of Incorpor |
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| April 14, 2021 |
10-12B/A As filed with the Securities and Exchange Commission on April 14, 2021 File No. |
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| April 14, 2021 |
April 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & Co. Registration Statement on Form 10-12B Filed on March 17, 2021 File No. 001-40235 CIK No. 0001821825 Dear Mr. Edwards: On behalf of Organon & Co., a Delaware corporation (the ?Company?), set forth below are responses of th |
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| April 14, 2021 |
Form of Indemnification Agreement Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of , 2021 (the ?Effective Date?) by and between Organon & Co., a Delaware corporation (the ?Company?), and (the ?Indemnitee?). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the b |
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| April 14, 2021 |
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| April 14, 2021 |
Exhibit 10.9 EXECUTION COPY AMENDMENT NO. 5 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 5 to Development and Commercialization Agreement (this ?Amendment No. 5?) is effective as of October 15, 2018 (the ?Amendment Effective Date?) and is entered into by and between: SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea with a |
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| April 14, 2021 |
Form of Transition Services Agreement by and between Merck & Co., Inc. and Organon & Co. Exhibit 10.3 MERCK TO ORGANON TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?), dated as of [], 2021 (the ?Effective Date?) is entered into by and between Organon LLC, a Delaware limited liability company (?Organon?), and MSD International GmbH, a limited liability company organized under the laws of Switzerland (?Merck? and together with Organon, each a ?Party? |
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| March 17, 2021 |
Form of Amended and Restated Bylaws of Organon & Co. Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS of Organon & Co. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Organon & Co. (the ?Corporation?) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?). Section 1.2 Other Offi |
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| March 17, 2021 |
Exhibit 10.12 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SPECIFIED TECHNOLOGY LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY) This Specified Technology License Agreement (this ?Agreement?), dated as of October 28, 2020 (the ?Effect |
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| March 17, 2021 |
As filed with the Securities and Exchange Commission on March 17, 2021 File No. 001- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Organon & Co. (Exact name of Registrant as specified in its charter) Delaware 85-2269702 (State or other jurisdiction of incorporatio |
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| March 17, 2021 |
Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-40235) EX-99.1 5 d56612dex991.htm EX-99.1 Table of Contents Exhibit 99.1 , 2021 Dear Merck Shareholder: On , 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women’s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will continue to aspire to be the premier research-intensive global biopharmaceu |
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| March 17, 2021 |
Form of Amended and Restated Certificate of Incorporation of Organon & Co. Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Organon & Co. (a Delaware corporation) Organon & Co., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), as it may be amended, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the corporation is |
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| December 21, 2020 |
Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 Table of Contents Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 , 2021 Dear Merck Shareholder: On , 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women?s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will continue to aspire to b |
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| December 21, 2020 |
Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 Submitted Confidentially to Division of Corporation Finance on December 21, 2020 As filed with the Securities and Exchange Commission on , 2021 File No. 001- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Secur |
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| December 21, 2020 |
Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com FOIA CONFIDENTIAL TREATMENT REQUESTED Confidential Treatment Requested by Organon & Co. Pursuant to 17 C.F.R. ? 200.83 December 21, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Chris Edwards Re: Organon & |
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| November 2, 2020 |
Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 EX-99.1 2 filename2.htm Table of Contents Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 , 2021 Dear Merck Shareholder: On , 2021, the board of directors of Merck & Co., Inc. approved the spin-off of its women’s health, biosimilars and established brands businesses into a new, publicly traded company, Organon & Co. After the spin-off, Merck will |
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| November 2, 2020 |
Confidential Treatment Requested by Organon & Co. pursuant to 17 C.F.R. Section 200.83 Submitted Confidentially to Division of Corporation Finance on November 2, 2020 As filed with the Securities and Exchange Commission on , 2020 File No. 001- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securi |
