Organon & Co.

Item 5. Other Information

Rule 10b5-1 and non-Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2024, none of our directors or officers adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Amendments to Award Agreements

On February 7, 2024, the Company’s existing form of Non-qualified Stock Option (“NQSO”) Award Agreement under the Organon & Co. 2021 Incentive Stock Plan (the “Plan”) was amended and revised to reflect the compensation recoupment provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Organon & Co. Dodd-Frank Policy on Recoupment of Incentive Compensation (together, the “Recoupment Provisions”) and other immaterial changes. The Company’s existing form of Performance Share Unit (“PSU”) Award Agreement under the Plan was also amended and revised to reflect the Recoupment Provisions, as well as to update the calculation of final awards of PSUs and to make other immaterial changes. In addition, the Company’s existing form of Restricted Share Unit (“RSU”) Award Agreement under Plan was amended and revised to comprise two separate forms, (i) a “Stock Default” RSU Award Agreement and (ii) a “Cash Default” RSU Award Agreement, each of which also reflect the Recoupment Provisions and a default settlement mechanism (shares of the Company’s common stock, in the case of the “Stock Default” RSU Award Agreement, and cash, in the case of the “Cash Default” RSU Award Agreement).

Except as described above, the revised forms of NQSO Award Agreement, PSU Award Agreement, and RSU Award Agreements are substantially consistent with prior versions of such agreements and is qualified in all respects by reference to the full text of the form of such revised agreement filed as Exhibit 10.2, 10.3, 10.4, and 10.5, respectively, to this report.

-32-