Organon & Co.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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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.m.

In the two years since Organon’s launch, we’ve built a profitable company that is helping patients around the world and advancing an important global vision – a better and healthier every day for every woman. We feel energized by the foundation we’re building today as well as Organon’s prospects for the future.

2023 was a critical year that showed that we continue to have the right strategy to deliver value to our shareholders and all our stakeholders – one defined by solid growth across all our geographies and franchises. We made important progress in expanding access to existing solutions and bringing to market new solutions for unmet health needs. Our financial performance enabled us to return $294 million in cash dividends to shareholders in 2023.

Throughout last year, we continued our strategic focus on expanding the definition of women’s health, by advancing our pipeline and through new business development. A highlight was our new commercialization partnership in Europe with Eli Lilly for two medicines for migraine, a condition that disproportionately affects women. This partnership further bolsters our offerings to women while also aligning with our existing therapeutic and geographic capabilities.

Our company and our commitment to help tackle the unmet health needs of women is being recognized. Importantly, we are nearly halfway to our goal to help prevent 120 million unplanned pregnancies by 2030. In 2023, we launched “Her Plan is Her Power,” an initiative that builds on and accelerates this important work, focusing on global action as well ascommunity-led responses.

Building on our strong foundation

We enter 2024 with strong momentum, and a clear roadmap for again delivering low single-digit revenue growth, with an aim to drive growth in profitability measures even faster. Our focus now is to build on the strong foundation we set in 2023 by driving profitable growth, remaining disciplined on operating costs, and investing in new opportunities – inside and outside our business – that complement our strengths.

Importantly, we are well-positioned to move beyond incurring many of the one-time costs related to standing up the company. One notable example is our global Enterprise Resource Planning system, which we expect to complete the implementation of this year, increasing our efficiency and agility as we move forward.

Looking ahead, we are poised to further unlock this company’s great potential for 2024 and beyond. Our leadership team and Board continue to work closely to advance Organon’s growth strategy. And we’re proud of the company’s approximately 10,000 founders and their commitment and passion for the company.

Thank you for your continued investment in Organon and support of our global vision. We’re confident that we have the right strategy and team in place to seize the many opportunities in front of us as we remain here for her health.

Sincerely,

Business Overview

Our Business Performance 1

Organon delivered strong business results in 2023, our second full year as a standalone company. Revenue grew 3% excluding the impact of foreign exchange. 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, while selectively expanding our therapeutic areas through business development.

Fiscal Year 2023 Business Performance

Other highlights from 2023 include2: • Since spin, we strategically deployed capital with our investment of over half a billion dollars across 9 promising transactions to drive future revenue growth. • In 2023, the company generated $940 million in free cash flow before one-time costs and returned $294 million in cash dividends to shareholders. We proactively retired $250 million of debt in addition to normally scheduled amortization payments. • Organon published our second ESG report, marking significant progress toward our goals. Importantly, Organon is almost halfway toward its goal of reducing 120 million unplanned pregnancies by 2030. • Our Women’s Health franchise grew 3%. • Our lead product, Nexplanon® (etonogestrel implant), a Long-Acting Reversible Contraceptive (LARC), achieved market leadership in the U.S. LARC market • Our fertility portfolio grew 9%, driven by the U.S., China, and our LAMERA region • Jada® system more than doubled revenue ex-FX • Marvelon™3 (desogestrel and ethinyl estradiol pill) and Mercilon™3 (desogestrel and ethinyl estradiol pill) together grew 24%, their second year of strong double digit growth • We launched Xaciato® (clindamycin phosphate vaginal gel, 2%), an FDA-approved treatment for bacterial vaginosis in females 12 years and older • Our Biosimilars franchise grew 24%, marking its third consecutive year of double-digit growth. • Hadlima® (adalimumab-bwwd) - our biosimilar for Humira4 - grew strongly in 2023 since our July 1, 2023 launch in the U.S., and through Q1 2024 is the leading Humira biosimilar in the U.S. • Double digit growth in both Renflexis® (infliximab-abda) and Ontruzant® (trastuzumab-dttb) • Our Established Brands franchise delivered revenue growth of 2%, demonstrating the durability of the portfolio with a second consecutive year of growth.

Notice of 2024 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 4, 2024, 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 visiting www.virtualshareholdermeeting.com/OGN2024. 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, 2024.

Items of Business:

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

Sincerely,

Kirke Weaver

General Counsel and Corporate Secretary

April 25, 2024

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 3, 2024. 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 88.

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 visit www.virtualshareholdermeeting.com/OGN2024.

Only shareholders listed on Organon’s records at the close of business on April 8, 2024, 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 Morrow Sodali LLC, 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.morrowsodali.com.

2024 Proxy Statement