ESSNER ROBERT 4

What Happened Robert Essner, a director of Organon & Co. (OGN), received a grant of 17,857.143 phantom stock units on 2026-06-12. The units were priced at $13.44 each, for a total economic value of $240,000. This transaction is reported as an award/grant (derivative), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-12; filing date (Form 4): 2026-06-15 (appears to be filed timely).
• Grant type: Award/derivative (phantom stock units) under the Organon Non-Employee Director Savings Plan.
• Price/value: 17,857.143 units × $13.44 = $240,000 (economic value at grant).
• Shares owned after transaction: Not explicitly stated on this Form 4; footnote indicates holdings include phantom stock from dividend reinvestment on 9/11/2025, 12/11/2025, 3/12/2026 and 6/11/2026.
• Footnote highlights:
  • F1: Each phantom stock unit equals the economic value of one Organon common share (1-for-1).
  • F2: Units are payable in cash upon settlement after the director’s termination of service per plan terms.
  • F3: Holdings reflect prior phantom units acquired via dividend reinvestment.
• No 10b5-1 plan, tax withholding, or gift notation is indicated in the filing.

Context This was a routine director compensation grant (phantom units) rather than a market buy or sale. Phantom stock units are a deferred, cash-settled form of equity-based pay that track the value of the company’s common stock and generally do not represent immediate ownership or voting rights. Such grants are common for non-employee directors and are primarily a compensation event, not a direct signal of buying or selling activity.