Falcione Aaron 4

What Happened

• Aaron Falcione, Chief Human Resources Officer of Organon & Co. (OGN), had 8,422 restricted stock units (RSUs vest) converted into common shares on March 29, 2026. As part of the vesting event, 2,885 shares were withheld to cover tax liabilities at a withholding price of $5.84 per share, totaling $16,848. The filing records the conversion/exercise of the derivative (RSU) and the tax-withholding disposition.

Key Details

• Transaction date: March 29, 2026 (reported on Form 4 filed March 31, 2026).
• Vesting/conversion: 8,422 RSUs converted to 8,422 shares (derivative exercise/conversion, code M).
• Tax withholding: 2,885 shares withheld/disposed to cover taxes at $5.84/share, total $16,848 (code F). $5.84 is the closing market price on March 27, 2026 per the plan.
• Each RSU equals one share (footnote); these RSUs vest in three equal installments on Mar 29 of 2025, 2026, and 2027.
• Shares owned after the transaction: not specified in this filing.
• Filing timeliness: Report filed two days after the transaction date; appears timely under standard reporting rules.

Context

• This was a standard RSU vesting and tax-withholding event, not a market purchase or deliberate sale for investment purposes. The conversion of RSUs to shares (derivative exercise) with shares withheld for taxes is routine compensation administration rather than a directional insider trade.