Karp Daniel 4

What Happened
Daniel Karp, Executive VP of Corporate Development at Organon (OGN), had 14,184 restricted stock units (RSUs) convert into common shares on March 29, 2026. Per the plan, 4,446 of those shares were withheld to cover tax withholding at an applied price of $5.84 per share (total value withheld = $25,965). After withholding, Karp received a net 9,738 shares. No cash payment was required to acquire the converted shares (RSUs convert 1:1 to shares).

Key Details

• Transaction date: March 29, 2026. Filing date: March 31, 2026 (appears timely).
• Conversion: 14,184 RSUs converted into 14,184 shares (derivative conversion/settlement).
• Tax withholding: 4,446 shares withheld at $5.84/share = $25,965 (price = closing market price on Mar 27, 2026 per plan).
• Net shares to insider: 9,738 shares received.
• Footnotes: includes 746.463 shares from dividend equivalents added to the award; each RSU converts to one share; these RSUs vest in three equal installments (Mar 29, 2025; Mar 29, 2026; Mar 29, 2027).
• Shares owned after transaction: not specified in the data provided.
• Exhibit: Form includes a power of attorney (Exhibit 24).

Context
This was not an open‑market buy or sale by the insider but a routine RSU vesting and settlement. The withholding of shares to cover taxes is common (a cashless withholding), and does not necessarily signal a view on the company’s prospects. The entry is a derivative conversion (RSU settlement) as opposed to a purchase (P) or sale (S).