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Organon & Co.

For the period ended Jun 30, 2026. Filed Jul 31, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 31, 2026

OGN$13.87+0.6%Stored close · as of Nov 6, 2026

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Stock Based Compensation Plans

  1. Stock-Based Compensation Plans

The Company grants stock option awards, restricted share units (“RSUs”), performance share units (“PSUs”), and cash awards pursuant to the 2021 Incentive Stock Plan.

Stock-based compensation expenses incurred by the Company were as follows:

Three Months EndedJune 30,Six Months EndedJune 30,
($ in millions)2026202520262025
Stock-based compensation expense recognized in:
Cost of sales$4$4$7$8
Selling, general and administrative16142930
Research and development5488
Total$25$22$44$46
Income tax benefits$5$5$9$10

The fair value of options granted was determined using the following assumptions:

Six Months Ended June 30,
2025
Expected dividend yield7.41%
Risk-free interest rate4.08
Expected volatility40.25
Expected life (years)(1)5.89

(1)The expected term was estimated using the historical option‑exercise and settlement patterns, supplemented by a midpoint‑based assumption applied to awards meeting a one‑year post‑grant eligibility filter.

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A summary of the equity award transactions for the six months ended June 30, 2026 is as follows:

Stock Options · RSUs · PSUs
(shares in thousands)SharesWeighted average exercise priceWeighted average grant date fair valueSharesWeighted average grant datefair valueSharesWeighted average grant datefair value
Outstanding as of January 1, 20267,519$27.30$6.999,716$15.35589$23.61
Granted/Issued———13,5856.022,1288.27
Vested/Exercised———(3,497)17.81(193)23.20
Forfeited/Cancelled(2,299)30.788.11(1,053)9.68(140)23.20
Outstanding as of June 30, 20265,220$25.76$6.5018,751$8.452,384$9.98

The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of June 30, 2026:

Equity Awards Vested and Expected to Vest · Equity Awards That are Exercisable
(awards in thousands; aggregate intrinsic value in millions) · Awards · Weighted Average Exercise Price · Aggregate Intrinsic Value · Remaining Term(in years) · Awards · Weighted Average Exercise Price · Aggregate Intrinsic Value · RemainingTerm(in years)
Stock Options5,126$25.76$—6.233,949$29.00$—5.49
RSUs17,0652542.19
PSUs2,328362.22

The amount of unrecognized compensation costs as of June 30, 2026 was $162 million, which will be recognized in operating expense ratably over the weighted average vesting period of 2.16 years.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.