Morrissey Joseph T. Jr. 4

What Happened
Joseph T. Morrissey Jr., Interim CEO of Organon & Co., was granted 333,889 restricted stock units (RSUs) on March 31, 2026 (an award valued at about $1.90M based on Organon’s $5.70 close on March 30, 2026). On the same date, previously awarded RSUs vested and converted into common stock: 7,795 and 16,789 shares (total 24,584) were converted (reported as derivative-to-stock exercises at $0 exercise price). To satisfy tax withholding obligations, 2,221 and 4,784 shares (total 7,005) were withheld/sold at $5.70 per share, yielding $12,660 and $27,269 (total $39,929).

Key Details

• Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (filed on time).
• New grant: 333,889 RSUs (each represents a right to one share); fair-market value ≈ 333,889 × $5.70 = $1,903,167.30.
• Vested/converted RSUs: 24,584 shares converted to common stock at $0 exercise price (derivative exercises).
• Tax withholding: 7,005 shares withheld to cover taxes at $5.70/share, total $39,929.
• Net shares delivered from the vested RSUs = 24,584 − 7,005 = 17,579 shares (after withholding).
• Relevant footnotes: F1 = $5.70 closing price; F2/F3 = 333,889 RSUs vest in three equal installments on 3/31/27, 3/31/28 and 3/31/29; F4/F5 describe prior RSU grants that vested.
• Shares owned after transaction: not disclosed in the provided excerpt.

Context

• RSUs are awards that convert into shares when they vest; the $0 exercise price and the “M” code reflect conversion of RSUs/derivatives, not an open-market purchase.
• The “F” entries reflect shares withheld/sold to satisfy tax withholding obligations—a routine administrative step, not a discretionary open‑market sale.
• These transactions are awards and vesting activity rather than a signal of a market trade by the insider.