WALSH MATTHEW M 4

What Happened
Matthew M. Walsh, Chief Financial Officer of Organon & Co. (OGN), received new equity awards and converted previously granted RSUs into common shares on March 31, 2026. He was granted 321,368 RSUs and 83,472 RSUs (404,840 RSUs total) that vest in three equal annual installments on March 31 of 2027, 2028 and 2029. In addition, 33,593 previously granted RSUs/options vested/converted into shares (12,047 + 21,546). To satisfy tax withholding obligations, 11,507 of those shares were withheld (4,127 + 7,380) at a closing price of $5.70/share, totaling $65,590; the remaining 22,086 shares were delivered to Walsh. The $0.00 per-share entries reflect RSU/derivative conversion (no cash exercise price).

Key Details

• Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (no late filing noted in the report).
• Grants: 321,368 RSUs (F2) and 83,472 RSUs (F3); each RSU = right to one share (F4).
• Vesting schedule for new RSUs: three equal installments on 3/31/2027, 3/31/2028 and 3/31/2029 (F2, F3).
• Converted/vested shares from prior grants: 33,593 shares (12,047 + 21,546).
• Tax withholding: 11,507 shares withheld at $5.70/share (F1), total value withheld ≈ $65,590 (4,127 shares = $23,524; 7,380 shares = $42,066).
• Net shares received from vesting/conversion: 22,086.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Transaction codes: A = award/grant, M = exercise/conversion of derivative, F = payment of exercise price/tax withholding.
• Footnotes: F5 and F6 explain the prior grants whose remaining installments vested on 3/31/2026.

Context
These transactions are largely awards and routine vesting events. The withholding of shares to cover taxes is a standard administrative action (not an open-market sale). New RSU grants are time‑vested awards and do not represent an immediate cash purchase; they become valuable only as they vest and/or the stock price changes.