Organon & Co.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No. )

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Through disciplined operational focus, we navigated a dynamic environment to deliver meaningful progress across our business.”

Message to Our Shareholders

On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2026 Annual Meeting of Shareholders on Tuesday, June 9, 2026 at 9 a.m. Eastern Daylight Time.

2025 was a year of progress for Organon, but also one that presented challenges across the healthcare industry and within our business. Against this backdrop, we remained focused on advancing our mission to deliver impactful medicines and solutions for a healthier every day. Through disciplined operational focus we navigated a dynamic environment to deliver meaningful progress across our business. For the year, Organon generated $6.2 billion in revenue and $1.9 billion in adjusted EBITDA 1, reflecting the strength of our diversified portfolio of medicines and global reach.

Our 2025 financial performance was fueled by strong contributions across several key areas. Our biosimilars franchise exceeded expectations, driven by solid performance in Hadlima TM (adalimumab-bwwd) sales, which grew 61% ex-FX, globally for the year. In the US, Hadlima remains one of the leading biosimilars for total prescriptions. Vtama® (tapinarof) delivered $128 million of global revenue in its first full year, establishing a solid trajectory for our newest dermatology asset. Emgality® (galcanezumab-gnlm) and our fertility portfolio also grew strongly in 2025, with its performance helping to partially offset the impact of the loss of exclusivity of Atozet TM (ezetimibe and atorvastatin) and other headwinds across the business.

Financial discipline remained a priority throughout the year. We achieved more than $200 million in operational cost savings in 2025, allowing us to maintain adjusted EBITDA margins consistent with the prior year, despite pressures on gross margin.

One of the most important decisions the company made in 2025 was to lower our dividend payout ratio and apply those excess funds to debt reduction. We also divested the Jada® system, resulting in approximately $390 million in net proceeds that will help to reduce net debt in 2026. Together these decisions mark our commitment to improving Organon's balance sheet to put us in a position to pursue growth opportunities in the future.

As we advanced these operational and financial priorities, we also navigated a period of leadership transition. The Board appointed Joe Morrissey as Interim CEO and named me as Executive Chair – actions designed to support business continuity and stability. At the same time, the Board launched a CEO search committee, supported by a leading global search firm, and is actively evaluating candidates to identify Organon’s next permanent CEO. These actions reflect our commitment to strong governance and long-term strategic stewardship.

Looking to 2026, our priorities are clear: sustaining performance across the portfolio, continuing to reduce leverage, and investing selectively where we have a meaningful competitive advantage. And through it all, our vision to create a better and healthier every day for every woman remains central. The patients who rely on our products guide our way forward. The dedication of more than 10,000 employees – whom we call founders – and the clarity of our purpose give us confidence in the opportunities ahead.

Thank you for your continued support and trust in Organon.

Sincerely,

Carrie S. Cox

Executive Chair

1 Non-GAAP measures. For further explanation of non-GAAP measures, including adjusted EBITDA, adjusted EBITDA margin, changes excluding foreign exchange (ex-FX), and a reconciliation to the most directly comparable U.S. GAAP measure, please refer to Appendix A.

i

Notice of 2026 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 9, 2026, 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/OGN2026. 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 24, 2026.

Items of Business:

· Election of the ten directors named in the accompanying proxy statement to hold office for a one-year term until the 2027 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 2026; 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 24, 2026

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.

Notice of 2026 Annual Meeting of Shareholders

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 8, 2026. 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 97.

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/OGN2026.

Only shareholders listed on Organon’s records at the close of business on April 14, 2026, 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.