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Organon & Co.

For the period ended Sep 30, 2026. Filed Oct 30, 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.

Sep 30, 2026 · Filed Oct 30, 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 EndedSeptember 30,Nine Months EndedSeptember 30,
($ in millions)2026202520262025
Stock-based compensation expense recognized in:
Cost of sales$4$4$11$12
Selling, general and administrative14164346
Research and development341112
Total$21$24$65$70
Income tax benefits$5$5$14$15

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

Nine Months Ended September 30,
2025
Expected dividend yield(1)7.41%
Risk-free interest rate4.08
Expected volatility40.25
Expected life (years)(2)5.89

(1) The expected dividend yield assumption is based on the Company's expected dividend payments at the grant date.

(2)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 nine months ended September 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———(3,543)17.77(193)23.20
Forfeited/Cancelled(2,299)30.788.11(1,623)9.15(140)23.20
Outstanding as of September 30, 20265,220$25.76$6.5018,135$8.442,384$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 September 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 Options5,146$25.76$—5.983,949$29.00$—5.24
RSUs16,7592492.00
PSUs2,436382.04

The amount of unrecognized compensation costs as of September 30, 2026 was $136 million, which will be recognized in operating expense ratably over the weighted average vesting period of 1.97 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.