Organon & Co.·4

Mar 31, 4:16 PM ET

Stahler Rachel A 4

4 · Organon & Co. · Filed Mar 31, 2026

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Organon (OGN) CIO Rachel Stahler Receives RSUs; 2,809 Shares Withheld

What Happened
Rachel A. Stahler, Chief Information Officer of Organon & Co. (OGN), had 8,200 restricted stock units (RSUs convert/vest to common shares) settled on March 29, 2026. The filing shows the RSUs converted to 8,200 shares (exercise/conversion code M, $0.00 exercise price). To satisfy tax withholding obligations (code F), 2,809 of those shares were withheld/disposed at an assigned price of $5.84 per share, totaling $16,405.

Key Details

  • Transaction date: March 29, 2026; Form 4 filed March 31, 2026 (timely filing).
  • Conversion: 8,200 RSUs converted to 8,200 shares (exercise/conversion code M) at $0.00 exercise price.
  • Withholding: 2,809 shares withheld for taxes (code F) at $5.84/share = $16,405 (price based on Organon closing price 3/27/2026 per plan).
  • Footnotes: F2 confirms each RSU = one share; F3 notes RSUs vest in three equal installments on 3/29/2025, 3/29/2026, and 3/29/2027.
  • Shares owned after the transaction: not specified in the provided filing.

Context
This was a routine RSU vesting and tax-withholding event, not an open-market sale or purchase. The underlying RSUs carried no exercise price, and the withholding of shares to cover taxes is common and does not necessarily signal the insider’s view of the stock. Transaction codes: M = exercise/conversion of derivative (RSU conversion here), F = shares withheld to satisfy tax obligations.

Insider Transaction Report

Form 4
Period: 2026-03-29
Stahler Rachel A
Chief Information Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-29+8,200106,510.292 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-29$5.84/sh2,809$16,405103,701.292 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F3]
    2026-03-298,2008,201 total
    Common Stock (8,200 underlying)
Footnotes (3)
  • [F1]This price is the closing market price of Organon & Co. ("Organon") common stock on Friday, March 27, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
  • [F2]Each RSU represents a contingent right to receive one share of Organon common stock.
  • [F3]These RSUs vest and are distributed as shares of Organon common stock in three equal installments on March 29, 2025, March 29, 2026, and March 29, 2027.
Signature
/s/ Tarnetta V. Jones, as Attorney-in-Fact for Rachel A. Stahler|2026-03-31

Documents

1 file
  • 4
    wk-form4_1774988203.xmlPrimary

    FORM 4