Organon & Co.

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) for use at the 2025 Annual Meeting of Shareholders of Organon & Co. (“Organon,” the “company,” “we,” “us,” or “our”). Please review the entire proxy statement and Organon’s 2024 Annual Report on Form 10-K (the “Annual Report”) before voting. The voting items expected to be proposed at the meeting are listed below along with the Board’s voting recommendations.

2025 Annual Meeting of Shareholders

Who We Are

Organon is a global healthcare company formed with the primary vision to improve the health of women. We are the only global company of our size focused primarily on women’s health. Organon has a portfolio of more than 70 medicines and products across a range of therapeutic areas.

We focus on three key areas to achieve our vision of a better and healthier every day for every woman:

Women’s HealthWe believe that women are the foundation of a healthier world, and we know that women need more choices when it comes to their health care. We plan to continue building on our strengths in reproductive health and fertility as we assemble a suite of health options that help address the areas of high unmet needs for women.

BiosimilarsBiosimilars, which are approved by regulators as being highly similar to approved biologic medicines, are used to treat a range of serious conditions. They offer patients more treatment options and reduced costs compared to biologics—potentially helping expand access to biologic medicines.

Established BrandsOur established brands include well-known products, which generally are beyond market exclusivity, across a range of therapeutic areas including respiratory, cardiovascular, dermatology, non-opioid pain management, and more.

Led by the women’s health portfolio, coupled with an expanding biosimilars business and a stable franchise of established medicines, Organon’s products produce strong cash flows that enable our ability to invest in innovation and future growth opportunities. In addition, Organon is pursuing opportunities to collaborate with biopharmaceutical innovators looking to commercialize their products by leveraging its scale and presence in fast growing international markets.

Organon has a global footprint with significant scale and geographic reach, and world-class commercial capabilities. As of December 31, 2024, Organon had over 10,000 employees worldwide and is headquartered in Jersey City, New Jersey.

On June 2, 2021, Organon separated from Merck & Co., Inc., Rahway, NJ, USA as a result of a pro rata distribution of Organon’s common stock to shareholders of Merck. We refer to this transaction as the “spinoff.” Since 2021, Organon has been a standalone public company with common stock trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “OGN.” Organon is also a member of the S&P SmallCap 600 index.

Executive Compensation Highlights (Page 52)

The Talent Committee oversees our executive compensation program, which is designed to support our executive compensation philosophy and objectives, align executive pay with shareholder interests and promote our ongoing business strategy. The Talent Committee will review and consider modifications to our executive compensation program to reflect our business strategy, performance, and evolving corporate governance practices.

Our executive compensation practices demonstrate our commitment to responsible pay and governance principles. For additional information on the components of our 2024 executive compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 52.

Say-on-Pay Advisory Vote (Page 55)

In 2024, shareholders demonstrated their support for our executive compensation program with approximately 84% of the votes cast voted in favor of the say-on-pay proposal. Consistent with Organon’s strong interest in shareholder engagement and our pay-for-performance approach, the Talent Committee continues to evaluate and refine our executive compensation program to promote alignment between the respective interests of our executives and shareholders.

We ask that our shareholders approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as further described in Proposal 2 on page 47.

Corporate Governance Highlights (Page 9)

We actively monitor our corporate governance practices to ensure we continue to manage our business in accordance with high standards of ethics, business integrity, and corporate governance. Our corporate governance practices empower the Board to set objectives and oversee performance, and strengthens the accountability of the Board and management. For this reason, we devote considerable time and resources with the aim of ensuring that:

● our policies reflect our values and business goals;

● we operate in an open, honest, and transparent way; and

● we have an effective corporate governance structure.

We highlight some significant aspects of our corporate governance practices and policies below.

Our Director Nominees (Page 33)

Our directors possess broad expertise, skills, experience, and perspectives to provide the strong oversight and strategic direction required to govern Organon’s business and strengthen and support senior management. As illustrated by the following charts, our directors consist of individuals with expertise in fields that align with Organon’s business and long-term strategy and reflect the Board’s commitment to diverse perspectives and viewpoints.

As previously disclosed in our Current Report on Form 8-K filed on April 15, 2025, our Board approved the appointment of Ramona A. Sequeira, President of the U.S. Business Unit and Global Portfolio Commercialization at Takeda Pharmaceuticals Company (Takeda), to the Board, effective July 1, 2025. Ms. Sequeira, age 59, has over 30 years of pharmaceutical industry experience through her work with Takeda and, prior to that, between 2003 and 2015, with Eli Lilly and Company in roles with increasing responsibility. She is a proven commercial leader with a steadfast commitment to building strategies around the needs of patients and a track record of strong execution across global markets including the USA, Europe and Emerging Markets. She also serves on the board of Edwards Lifesciences Corporation. Because Ms. Sequeira's appointment is not effective until after this Annual Meeting, she is not standing for election at this Annual Meeting and, therefore, is not included in the statistics that are being presented regarding our director nominees. However, we included her biography here to provide our shareholders with a full picture of our Board composition once Ms. Sequeira joins the Board, at which time the size of the Board will automatically increase to 12 directors pursuant to a previously approved Board action.

The following chart provides summary information about each director nominee. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 33.

● =Committee Chair ● =Committee Member

* In 2025, the Board of Directors, upon the recommendation of the ESG Committee, determined that it was in the best interests of the Company and its shareholders to waive the Retirement Age Policy for one year with respect to Mr. Essner and Ms. Lazarus, who have each reached the age of 75 prior to the 2025 Annual Meeting.(1) As disclosed in our Current Report on Form 8-K filed on April 15, 2025, because her appointment is not effective until July 1, 2025, Ramona A. Sequeira is not included in this chart. For details regarding her background and qualifications, please see page 6 of this proxy statement.

Director Qualifications and Expertise

Our directors are responsible for overseeing the company’s business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experiences. We believe the Board is well-rounded, with a balance of relevant perspectives and experience, as illustrated by the following chart.