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Organon & Co.

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

OGN$13.89+0.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Pension and Other Postretirement Benefit Plans

  1. Pension and Other Postretirement Benefit Plans

Organon pension plans are primarily comprised of plans in Switzerland, Belgium, South Korea, Germany and Italy. The Company uses December 31 as the year-end measurement date for these plans.

Net Periodic Benefit Cost

The net periodic benefit cost for pension plans consisted of the following components:

Year EndedDecember 31,
($ in millions)202520242023
Service cost$26$23$17
Interest cost555
Expected return on plan assets(7)(7)(6)
Net loss amortization——(1)
Curtailments—2—
Settlements—1—
Net periodic benefit cost$24$24$15

The components of net periodic benefit cost other than the service cost component are included in Other (income) expense, net.

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Obligations and Funded Status

Summarized information about changes in plan assets and benefit obligations, the funded status and the amounts recorded is as follows:

($ in millions)December 31, 2025December 31, 2024
Fair value of plan assets January 1$167$149
Actual return on plan assets914
Company contributions2222
Effects of exchange rate changes22(9)
Benefits paid1(7)
Other(16)(2)
Fair value of plan assets December 31$205$167
Benefit obligation January 1$243$226
Service cost2623
Interest cost55
Actuarial (gains) losses(18)11
Benefits paid1(7)
Effects of exchange rate changes28(16)
Other(21)1
Benefit obligation December 31$264$243
Funded status December 31$(59)$(76)
Recognized as:
Other assets$2$1
Other Noncurrent liabilities(61)(77)

Information related to the funded status of materially significant pension plans is as follows:

($ in millions)December 31, 2025December 31, 2024
Pension plans with a projected benefit obligation in excess of plan assets
Projected benefit obligation$253$233
Fair value of plan assets192156
Pension plans with an accumulated benefit obligation in excess of plan assets
Accumulated benefit obligation$196$179
Fair value of plan assets146120

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Plan Assets

The fair values of the Company’s pension plan assets at December 31 by asset category are as follows:

Fair Value Measurements UsingFair Value Measurements Using
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
($ in millions) · 2025 · 2024
Cash and cash equivalents$8$—$—$8$5$—$—$5
Investment funds
Developed markets equities731—74603—63
Government and agency obligations48——48391—40
Emerging markets equities10——107——7
Other4——44——4
Equity income securities
Developed markets equities————————
Fixed income securities
Government and agency obligations—2—2—2—2
Corporate Obligations—1—1—1—1
Other investments
Insurance contracts—55—55—43—43
Other21—311—2
Plan assets at fair value$145$60$—$205$116$51$—$167

The targeted investment portfolio for the Company’s pension plans that are sponsored outside the United States varies based on the duration of pension liabilities and local government rules and regulations. There are no unfunded commitments or redemption restrictions related to these investments.

Expected Contributions

Expected contributions during 2026 are approximately $15 million for the Company’s pension plans.

Expected Benefit Payments

Expected benefit payments are as follows ($ in millions):

20262027202820292030Thereafter
$10$9$10$10$9$66

Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service.

Amounts Recognized in Other Comprehensive Income

Net gain or loss amounts reflect differences between expected and actual returns on plan assets as well as the effects of changes in actuarial assumptions. Net loss amounts in excess of certain thresholds are amortized into net periodic benefit cost over the average remaining service life of employees.

Year EndedDecember 31,
($ in millions)202520242023
Net gain (loss) arising during the period$26$(4)$(28)
Net loss amortization or (settlement) included in benefit cost—1(1)

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Actuarial Assumptions

The Company reassesses its benefit plan assumptions on a regular basis. The weighted average assumptions used in determining pension plan information are as follows:

Year EndedDecember 31,
($ in millions)202520242023
Net periodic benefit cost
Discount rate2.41%2.77%3.82%
Expected rate of return on plan assets4.254.484.44
Salary growth rate2.772.832.98
Benefit obligation
Discount rate2.652.412.77
Salary growth rate2.562.772.83

The discount rate is evaluated on measurement dates and modified to reflect the prevailing market rate of a portfolio of high-quality, fixed-income debt instruments that would provide the future cash flows needed to pay the benefits included in the benefit obligation as they come due.

The expected rate of return represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid and is determined on a plan basis. The expected rate of return for each plan is developed considering long-term historical returns data, current market conditions, and actual returns on the plan assets. Using this reference information, the long-term return expectations for each asset category and a weighted-average expected return for each plan’s target portfolio is developed according to the allocation among those investment categories. The expected portfolio performance reflects the contribution of active management as appropriate.

In accordance with the terms of the Employee Matter Agreement, prior to the Separation, Merck continued to provide service crediting to employees that transferred to Organon under Merck’s U.S. defined benefit pension plan, supplemental executive retirement, and retiree medical plans for purposes of early retirement eligibility and subsidies, as well as for certain service crediting bridges. Although Merck is responsible for providing these benefits, Organon recorded the portion of the aggregate incremental cost of providing early retirement subsidies, service crediting bridges, and retiree healthcare benefits under these programs that is attributable to future service. Accordingly, upon Separation, the Company recorded a “grow-in” provision granted to employees transferred to Organon of $50 million, which represented the future service earned with Organon for these transferred employees for the pension and other postretirement benefits. The “grow-in” provision was recorded as an asset and will be expensed over the estimated average service period ofeight years since the Separation, in operating expenses. The unamortized balance of the asset is $21 million as of December 31, 2025, of which $15 million is reflected in Other Assets and $6 million is reflected in Other current assets. See Note 17 “Third-Party Arrangements” for additional details and defined terms.

Savings Plan

Organon maintains a defined contribution savings plan in the United States. The Company matches a percentage of employees’ contributions consistent with the provisions of the plan. The Company makes retirement contributions calculated based on a predetermined formula that considers years of service and the employee’s age. Total actual employer contributions to this plan in 2025, 2024 and 2023 were $39 million and $36 million and $39 million, respectively.

As of December 31, 2025 and 2024, the Company had $117 million and $187 million, respectively, in Accrued and other current liabilitiesof the Consolidated Balance Sheets related to annual compensation.

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