Karp Daniel 4
4 · Organon & Co. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Organon (OGN) EVP Daniel Karp Receives RSU Award, Exercises Vested RSUs
What Happened
Daniel Karp, Executive Vice President, Corporate Development at Organon & Co., was granted 100,166 restricted stock units (RSUs) on March 31, 2026. On the same date he had previously vested RSUs convert into 18,053 shares (11,338 from a 2023 grant and 6,715 from a 2025 grant). To satisfy tax withholding obligations, he surrendered 5,659 shares (3,554 and 2,105) at $5.70 per share, generating proceeds of $20,258 and $11,999 respectively (total $32,257). The RSU grants and conversions had no exercise price.
Key Details
- Transaction date: March 31, 2026; Form filed April 2, 2026 (timely filing).
- New grant: 100,166 RSUs awarded (each RSU = right to one share); no exercise price.
- Vested conversions: 11,338 shares (2023 grant) + 6,715 shares (2025 grant) = 18,053 shares converted.
- Tax withholding: 3,554 shares and 2,105 shares withheld at $5.70/share to cover taxes, totaling 5,659 shares and $32,257. Price used per plan = Organon closing price on March 30, 2026 ($5.70).
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Footnotes: The 100,166 RSUs vest in three equal installments on March 31 of 2027, 2028 and 2029; converted shares were from earlier grants with scheduled vesting (per filing).
Context
- RSU grants are compensation awards (not open-market purchases) and will only convert to shares as they vest; the 100,166 RSUs granted on 3/31/2026 vest in future years.
- The conversions and share surrenders for tax withholding are routine administrative actions following vesting; the withholding here is a form of payment of tax rather than a market sale for investment reasons.
- For retail investors, awards and routine withholding typically reflect compensation mechanics rather than a clear bullish or bearish signal.
Insider Transaction Report
Form 4
Karp Daniel
Executive VP, Corp. Dev.
Transactions
- Exercise/Conversion
Common Stock
2026-03-31+11,338→ 68,491.923 total - Tax Payment
Common Stock
[F1]2026-03-31$5.70/sh−3,554$20,258→ 64,937.923 total - Exercise/Conversion
Common Stock
2026-03-31+6,715→ 71,652.923 total - Tax Payment
Common Stock
[F1]2026-03-31$5.70/sh−2,105$11,999→ 69,547.923 total - Award
Restricted Stock Units
[F2]2026-03-31+100,166→ 100,166 total→ Common Stock (100,166 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-31−11,338→ 0 total→ Common Stock (11,338 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-03-31−6,715→ 13,432 total→ Common Stock (6,715 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 100,166 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 34,014 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 20,147 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.
Signature
/s/ Tarnetta V. Jones, as Attorney-in-Fact for Daniel Karp|2026-04-02