Karp Daniel 4

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.