Organon & Co. 8-K

What Happened
Organon & Co. (OGN) announced on April 26, 2026 that it entered into a definitive Agreement and Plan of Merger with Sun Pharmaceutical Holdings USA, Inc. (and affiliated Sun Pharma entities). Under the Merger Agreement dated April 26, 2026, Sun Pharma’s Merger Sub will merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Parent. At the Effective Time each outstanding Organon share (other than certain excluded shares) will be converted into the right to receive $14.00 in cash per share. The deal price represents a 103% premium to Organon’s closing share price on April 9, 2026. Parent has obtained committed debt financing sufficient to fund the cash consideration and related obligations.

Key Details

• Merger Agreement signed April 26, 2026; $14.00 per share cash consideration.
• Premium: 103% over Organon’s April 9, 2026 closing price (unaffected trading date).
• Closing conditions include shareholder approval (majority vote), HSR and non-U.S. antitrust/FIRB approvals, no continuing material adverse effect, and other customary conditions.
• Equity awards: in-the-money stock options will be cashed out (or cancelled if underwater); Pre-2026 RSUs/PSUs accelerate and are paid in cash; 2026+ RSUs/PSUs are converted to cash-based successor awards (Converted PSUs will not remain performance-based).
• Other terms: customary “no-shop” with fiduciary out for Superior Proposals; a $120 million termination fee payable by Organon in certain circumstances; expected NYSE delisting and deregistration within 10 days after closing.
• CEO update: Joseph Morrissey, interim CEO since Oct 26, 2025, was appointed permanent CEO on April 26, 2026.

Why It Matters
This is a cash acquisition that would deliver $14.00 per share to Organon public shareholders (if the merger closes), providing an immediate and sizable premium versus the pre-announcement trading level. The deal will likely result in Organon shares being delisted and deregistered, removing public-trading liquidity for remaining shareholders after closing. Completion is subject to shareholder and regulatory approvals (including HSR and foreign antitrust/FDI reviews), so the transaction is not certain until those conditions are met. For employees and option/RSU/PSU holders, the filing explains how awards will be cashed out or converted and how vesting/treatment will change, which can affect post-closing compensation outcomes.