Organon & Co.

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) for use at the 2026 Annual Meeting of Shareholders of Organon & Co. (“Organon,” the “Company,” “we,” “us,” or “our”). Please review the entire proxy statement and Organon’s 2025 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.

2026 Annual Meeting of Shareholders

Who We Are

Organon is a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day. With a portfolio of more than 70 products across women’s health and general medicines, which includes biosimilars. Organon is committed to advancing access, affordability, and innovation in healthcare.

We at Organon focus on the following key areas to address health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in more than 140 markets:

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 contraception and fertility as we assemble a suite of health options that help address the areas of high unmet needs for women.

General Medicines

Biosimilars, which are biologic medicines 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 brands include products that are generally beyond market exclusivity, across a range of therapeutic areas including respiratory, cardiovascular, dermatology, non-opioid pain management, and more.

We also pursue opportunities to collaborate with biopharmaceutical innovators seeking to commercialize their products by leveraging its global footprint, scale and world‑class commercial capabilities. We believe this strategy supports long-term growth and value creation.

As of December 31, 2025, Organon had more than 10,000 employees worldwide. Organon is headquartered in Jersey City, N.J.

Organon has operated as a standalone public company since June 2021, with its common stock trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “OGN.” Organon common stock is included in the S&P SmallCap 600 index. Organon separated from Merck & Co., Inc., Rahway, N.J., USA (“Merck”) as a result of a pro rata distribution of Organon’s common stock to Merck shareholders, which we refer to as the “spinoff.”

Executive Compensation Highlights (Page 51)

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 2025 executive compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 51.

Say-on-Pay Advisory Vote (Page 54)

In 2025, shareholders demonstrated their support for our executive compensation program with approximately 78% 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 a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) as further described in Proposal 2 on page 45.

Corporate Governance Highlights (Page 8)

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 32)

Our Board is composed of directors with a broad range of expertise, skills, experience, and perspectives that provide strong oversight and strategic direction required to govern our business and strengthen and support senior management. As illustrated below, 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. 70% of our directors are women, 30% are men, 50% self-identify as racially or ethnically diverse, and 50% self-identify as White.

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 32.

● =Committee Chair ● =Committee Member

(1) In addition, Grace Puma, who is currently serving as a director, is not standing for re-election at this Annual Meeting, as previously disclosed in the Company's Current Report on Form 8-K filed on November 7, 2025. Therefore, her term will expire at this Annual Meeting, at which time the size of the Board will be automatically reduced to ten directors.

(2) In 2026, upon the recommendation of the ESG Committee, the Board amended our Principles of Corporate Governance to revise the retirement age policy in light of prevailing market practice. Under the revised policy, directors may not stand for re-election following the later of their 75th birthday or 10th anniversary of Board service. For more information, please see page 25.

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.