Organon & Co.

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) for use at the 2024 Annual Meeting of Shareholders of Organon & Co. (“Organon,” the “company,” “we,” “us,” or “our”). Please review the entire proxy statement and Organon’s 2023 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.

2024 Annual Meeting of Shareholders

Proxy Statement Summary

Who We Are

Organon is a global healthcare company formed with the vision to improve the health of women. We are the only global company of our size focused on women’s health. Organon has a portfolio of more than 60 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 Health We 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.

Biosimilars Biosimilars, 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 reduce costs compared to biologics—potentially helping expand access to biologic medicines.

Established Brands Our 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 stable franchise of established medicines, Organon’s products produce strong cash flows that will support investments 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, 2023, Organon had approximately 10,000 employees worldwide and is headquartered in Jersey City, New Jersey.

On June 2, 2021, Organon separated from Merck & Co., Inc. (“Merck”; known as MSD outside the U.S. and Canada) 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 50)

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 2023 executive compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 50.

Say-on-Pay Advisory Vote (Page 53)

In 2023, shareholders demonstrated their support for our executive compensation program with approximately 93% of the votes cast voted in favor of thesay-on-pay proposal. Consistent with Organon’s strong interest in shareholder engagement and ourpay-for-performance approach, the Talent Committee continues to evaluate 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 45.

Proxy Statement Summary

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 monitor performance, and strengthens the accountability of the Board and management. For this reason, we devote considerable time and resources to making sure 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 Continuing Directors and Director Nominees (Page 31)

Our directors and director nominees 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 and director nominees 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.

The following provides summary information about each director nominee and continuing director. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 31.

● = Committee Chair● = Committee Member

Proxy Statement Summary

● = Committee Chair● = Committee Member

Director Qualifications and Expertise

Our continuing directors and director nominees 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.