Organon & Co.·4

Apr 2, 4:11 PM ET

Falcione Aaron 4

4 · Organon & Co. · Filed Apr 2, 2026

Research Summary

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Organon CHRO Aaron Falcione Receives 166,944 RSUs

What Happened
Aaron Falcione, Chief Human Resources Officer at Organon & Co. (OGN), was granted 166,944 restricted stock units (RSUs) on March 31, 2026 (award). In addition, RSUs from prior grants vested and converted into 17,925 shares (6,732 from a 2023 grant and 11,193 from a 2025 grant). Of those vested shares, 6,140 shares were withheld to cover taxes, priced at $5.70/share, totaling $34,998. The new RSU grant is valued at approximately $951,581 based on the $5.70 closing price used by the plan.

Key Details

  • Transaction date: March 31, 2026; filing date: April 2, 2026 (no late filing indicated).
  • New grant: 166,944 RSUs (each RSU = contingent right to one share). Valued at 166,944 × $5.70 = ~$951,581 (F1, F2, F3).
  • Vesting/conversion: 6,732 shares (2023 grant) and 11,193 shares (2025 grant) converted to common stock (M code; F4, F5).
  • Tax withholding: 2,306 shares (from the 6,732) and 3,834 shares (from the 11,193) were withheld (F code) at $5.70/share — $13,144 and $21,854 respectively; total withheld = 6,140 shares worth $34,998.
  • Net new shares received from the vesting event: 17,925 vested − 6,140 withheld = 11,785 shares retained.
  • Shares owned after the transaction: not specified in this filing.
  • Footnotes: RSU grant vests in three equal annual installments on 3/31/2027, 2028 and 2029 (F2). RSUs are contingent rights to receive one share upon vesting (F3).

Context
RSU awards and routine tax-withholding are common compensation events and do not, by themselves, indicate buying or selling intent in the market. The report shows an award (A) and the conversion of previously granted RSUs into shares (M), with a portion withheld to satisfy tax obligations (F) — effectively a cashless tax withholding. Purchases (P) would be viewed as stronger bullish signals; this filing documents compensation and standard vesting mechanics.

Insider Transaction Report

Form 4
Period: 2026-03-31
Falcione Aaron
Chief Human Resources Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-31+6,73296,378.071 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-31$5.70/sh2,306$13,14494,072.071 total
  • Exercise/Conversion

    Common Stock

    2026-03-31+11,193105,265.071 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-31$5.70/sh3,834$21,854101,431.071 total
  • Award

    Restricted Stock Units

    [F2]
    2026-03-31+166,944166,944 total
    Common Stock (166,944 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-316,7320 total
    Common Stock (6,732 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-03-3111,19322,386 total
    Common Stock (11,193 underlying)
Footnotes (5)
  • [F1]The price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
  • [F2]On March 31, 2026, the Reporting Person was granted 166,944 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.
  • [F3]Each RSU represents a contingent right to receive one share of Organon common stock.
  • [F4]On March 31, 2023, the Reporting Person was granted 20,195 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.
  • [F5]On March 31, 2025, the Reporting Person was granted 33,579 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining to vest on March 31, 2027 and March 31, 2028.
Signature
/s/ Tarnetta V. Jones, as Attorney-in-Fact for Aaron Falcione|2026-04-02

Documents

1 file
  • 4
    wk-form4_1775160674.xmlPrimary

    FORM 4