Falcione Aaron 4

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.