Organon & Co.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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We've differentiated ourselves in life sciences with our competitive strengths.”

Message to Our Shareholders

On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2025 Annual Meeting of Shareholders on Tuesday, June 10, 2025 at 9 a.m. Eastern Daylight Time.

Organon has set itself apart in three years since launch with a portfolio and revenue mix that underscores our commitment to advancing women's health.

In 2024, we reinforced our ambitions to bring forward treatments for conditions that uniquely, differently, or disproportionately affect women and foster long-term value creation.

Throughout the year, we continued to invest in new opportunities - inside and outside of Organon - to complement the many attributes that distinguish us. For example, we completed the acquisition of Dermavant - our largest business development transaction since spin - and are optimistic about the future success that Vtama®(tapinarof) cream 1% will bring to Organon. Vtamais the only non-steroidal topical approved for mild, moderate and severe atopic dermatitis (AD), commonly known as eczema, which impacts more than 26 million people in the U.S. alone - 9.6 million of whom are children. This first-in-class treatment has the potential to bring much-needed relief to adults and children as young as two years of age who are affected by this disease. Introducing the therapy for AD patients reaffirms Organon's commitment to addressing areas of high unmet need.

A clear plan for the way forward

In our brief history, we've differentiated ourselves in life sciences with our competitive strengths - among them, our broad portfolio, global commercial excellence, and expertise in women's health. We're now building on these advantages to help us achieve our long-term top- and bottom-line growth aspirations.

Like many in the life sciences space, we have immediate challenges. For us, this means the 2025 impact from the loss of exclusivity of Atozet TM (ezetimibe and atorvastatin), the maturation of some of our legacy Biosimilars products, and the ongoing impact of a stronger U.S. dollar.

Since 2023, we’ve streamlined our operating model and go-to market strategy to take better advantage of our global commercial and market access expertise. We ramped up this transformation at the end of 2024 to drive a leaner culture in 2025 and beyond. As we think about 2026, we will have the Atozet LOE behind us and will be leveraging the cost savings implemented in 2025. Our aim with these actions is to increase our operational agility and strengthen our connections to customers and patients in all markets we serve with a particular emphasis on growth in the U.S. By further simplifying the way we work, we are more enabled to invest in innovation and maximize free cash flow to pursue impactful business development that have the potential to address the unmet health needs of patients around the world. In all we do, our goal is to support long-term growth and create sustainable shareholder value.

Our leadership team and Board continue to work closely to advance Organon’s growth strategy while maintaining a sharp focus on corporate governance best practices, including effective succession planning and board refreshment. We are pleased to strengthen our Board with the appointment of Ramona A. Sequeira, effective July 1, 2025. Ramona brings extensive pharmaceutical and commercial expertise to our Board, including as president of Takeda's global portfolio division. With this appointment, effective July 1, 2025, our Board will expand to 12 directors.

We’re proud of the company’s approximately 10,000 founders and their commitment and passion for the company. Together, we are poised to further unlock this company's potential in 2025 and beyond.

Thank you for your continued investment and support in Organon.

Sincerely,

i

Business Overview

Our Business Performance 1

Organon delivered strong business results in 2024, our third full year as a standalone company. Revenue grew 2% or 3% at constant currency, with growth across all three franchises. Our vision is to create a better and healthier every day for every woman. As part of our journey to help patients around world, we are maximizing our foundational strengths in Women’s Health, Biosimilars, and Established Brands.

Fiscal Year 2024 Business Performance 2

Other highlights from 2024 include 2:

· Since spin, westrategically deployed capital with our investments across 11 promising transactions to enhance the revenue growth profile of the company.

· In 2024, the company generated $967 million in free cash flow before one-time costs and returned $297 million in cash dividends to shareholders.

· Organon published our third ESG report, marking significant progress toward our goals. Importantly, Organon is almost halfway toward its goal of reducing 120 million unplanned pregnancies by 2030.

· In October 2024, we completed the acquisition of Dermavant Sciences Ltd.("Dermavant"), a company focused on innovative immuno-dermatology therapeutics, including their product, Vtama®(tapinarof) cream 1%, for the topical treatment of plaque psoriasis in adults, which was approved by the U.S. Food and Drug Administration ("FDA") in May 2022.

· In December 2024, the FDA approved Vtama for the topical treatment of atopic dermatitis in adults and children two years and older. We received the FDA approval prior to our target action date (PDUFA) of March 12, 2025.

· Our Women’s Health franchise grew 5% at constant currency.

· Our lead product, Nexplanon® (etonogestrel implant), a Long-Acting Reversible Contraceptive (LARC), grew 17% – its best year yet – and retained its market leadership in the U.S. LARC market.

· Jada® system revenue grew to $61 million in 2024, and the team celebrated 100,000 units shipped since launch. Over 90% of the largest birthing hospitals in the U.S. now stock Jada.

· Our Biosimilars franchise grew 12% at constant currency, marking its third consecutive year of double-digit growth.

· Hadlima® (adalimumab-bwwd) - our biosimilar for Humira 3 - continued to grow in 2024 since our July 1, 2023 launch in the U.S.

· Our Established Brands franchise delivered revenue growth of 2% at constant currency, reflecting volume growth in the base business, contributions from the recent licensing of Emgality 4 (galcanezumab-gnlm) from Eli Lilly, and revenues from Vtama.

ii

Notice of 2025 Annual Meeting of Shareholders

To Organon Shareholders:

You are cordially invited to the Annual Meeting of Shareholders of Organon & Co. to be held on Tuesday, June 10, 2025, at 9:00 a.m. (Eastern Daylight Time), where we will vote on the matters below. You will be able to attend the Annual Meeting, vote and submit questions via a live webcast by visitingwww.virtualshareholdermeeting.com/OGN2025. The Notice of Internet Availability of Proxy Materials is first being mailed, and the proxy materials are first being made available to our shareholders on or about April 25, 2025.

Items of Business:

· Election of the eleven directors named in the accompanying proxy statement to hold office for a one-year term until the 2026 Annual Meeting of Shareholders;

· Approval, on a non-binding advisory basis, of the compensation of our named executive officers;

· Approval of an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan;

· Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;

· Consider and act upon a shareholder proposal requesting adoption of a director election resignation guideline, if properly presented at the meeting; and

· Consideration of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Thank you for your continued support of and interest in Organon.

Sincerely,

Kirke Weaver

General Counsel and Corporate Secretary

April 25, 2025

Your Vote is Important—Vote Right Away

We encourage you to read the accompanying proxy statement with care and vote right away using any of the following methods, even if you intend to attend the Annual Meeting webcast. Voting early will help avoid additional solicitation costs and will not prevent you from voting during the Annual Meeting, if you wish to do so.

To vote by Internet or telephone, have the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand and follow the instructions. Internet and telephone voting facilities will close at 11:59 p.m. Eastern Daylight Time on June 9, 2025. If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by Internet or telephone depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank, or nominee. For additional information, please refer to the Questions and Answers About the Annual Meeting and Voting section beginning on page 100.

To be admitted to the virtual meeting, have the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form in hand and visitwww.virtualshareholdermeeting.com/OGN2025.

Only shareholders listed on Organon’s records at the close of business on April 14, 2025, the record date, are entitled to vote. A list of shareholders of record as of the record date will be available during regular business hours for 10 days ending on the day before the date of the Annual Meeting at the Office of Corporate Secretary at our corporate headquarters located at 30 Hudson Street, Floor 33, Jersey City, New Jersey 07302.

If you have any questions or need assistance voting your shares, please contact Sodali & Co., our proxy solicitor, by calling 800-662-5200 (or banks and brokers can call collect at 203-658-9400), or by emailing OGN.info@investor.sodali.com.

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