Organon & Co 10-Q for FY2026 Q3

Organon & Co. (OGN)

10-Q 2026-10-30 For: 2026-09-30

Added on October 30, 2026

About this 10-Q

Organon & Co filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).

Organon agreed to sell all outstanding shares to Sun Pharma for $14.00 per share in cash, with closing expected by early 2027. Worldwide sales were $1.6 billion for the three months ended September 30, 2026, down 2%. AI summary

Headline figures

Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.57B; down 1.7% from $1.6B a year earlier
Net income: $164M; up 2.5% from net income of $160M a year earlier
Diluted EPS: $0.60; down 1.6% from $0.61 a year earlier

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Delaware		46-4838035
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

30 Hudson Street, Floor 33
Jersey City,	New Jersey	07302
(Address of principal executive offices) (zip code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	OGN	New York Stock Exchange


		Page No.
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
	1.Background and Nature of Operations	8
	2.Basis of Presentation	8
	3.Acquisitions and Licensing Arrangements	9
	4.Earnings per Share	11
	5.Product and Geographic Information	12
	6.Stock Based Compensation Plans	13
	7.Restructuring	14
	8.Taxes on Income	15
	9.Inventories	15
	10.Long-Term Debt and Short-Term Borrowings	16
	11.Financial Instruments	17
	12.Accumulated Other Comprehensive Income (Loss)	20
	13.Samsung Collaboration	20
	14.Third-Party Arrangements	21
	15.Contingencies	22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
PART II	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues	$	1,574	$	1,602	$	4,592	$	4,709
Cost of sales	705		745		2,093		2,137
Gross profit	869		857		2,499		2,572

Selling, general and administrative	421		415		1,279		1,288
Research and development	83		84		266		275
Acquired in-process research and development and milestones	—		—		1		6

Restructuring costs	—		—		31		88
Interest expense	106		128		325		383
Exchange losses	6		17		15		12
Other income, net	(2)		(30)		(69)		(53)
Income before income taxes	255		243		651		573
Income tax expense	91		83		233		181


Net income	$	164	$	160	$	418	$	392

Earnings per share:


Basic	$	0.62	$	0.61	$	1.60	$	1.51




Diluted	$	0.60	$	0.61	$	1.56	$	1.50

Weighted average shares outstanding:
Basic	262,616		259,975		261,874		259,266
Diluted	272,384		260,653		268,585		260,611


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$	164	$	160	$	418	$	392
Other Comprehensive Income (Loss), Net of Taxes:
Benefit plan net gain and prior service credit, net of amortization	—		—		1		—
Cumulative translation adjustment	9		(2)		(13)		75
Total other comprehensive income (loss), net of taxes	9		(2)		(12)		75
Comprehensive income	$	173	$	158	$	406	$	467


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)


	September 30, 2026		December 31, 2025

Assets
Current Assets:
Cash and cash equivalents	$	1,455	$	574
Accounts receivable (net of allowance for doubtful accounts of $13 in 2026 and $12 in 2025)	1,480		1,331
Inventories (excludes inventories of $283 in 2026 and $236 in 2025 classified in Other assets)	1,355		1,406
Other current assets	1,079		1,033
Assets held for sale	—		8
Total Current Assets	5,369		4,352
Property, plant and equipment, net	1,286		1,303
Goodwill	4,153		4,153
Intangibles, net	1,065		1,130
Other assets	1,528		1,539
Noncurrent assets held for sale	—		390
Total Assets	$	13,401	$	12,867

Liabilities and Equity
Current Liabilities:
Current portion of long-term debt and short-term borrowings	$	69	$	16
Trade accounts payable	982		952
Accrued and other current liabilities	1,522		1,335
Income taxes payable	79		85
Liabilities held for sale	—		2
Total Current Liabilities	2,652		2,390
Long-term debt	8,485		8,628
Deferred income taxes	45		57
Other noncurrent liabilities	1,026		1,008
Noncurrent liabilities held for sale	—		32
Total Liabilities	12,208		12,115
Contingencies (Note 15)

Organon & Co. Stockholders’ Equity:
Common stock, $0.01 par value Authorized - 500,000 Issued and outstanding - 262,622 in 2026 and 260,316 in 2025	3		3
Additional paid-in capital	218		167
Retained earnings	1,511		1,109
Accumulated other comprehensive loss	(539)		(527)
Total Stockholders’ Equity	1,193		752
Total Liabilities and Stockholders’ Equity	$	13,401	$	12,867


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
	Shares	Par Value
Balance at July 1, 2025	259,965	$	3	$	139	$	1,163	$	(572)	$	733
Net income	—	—		—		160		—		160
Other comprehensive loss, net of taxes	—	—		—		—		(2)		(2)
Cash dividends declared on common stock ($0.02 per share)	—	—		—		(5)		—		(5)
Stock-based compensation plans and other	18	—		20		—		—		20
Balance at September 30, 2025	259,983	$	3	$	159	$	1,318	$	(574)	$	906

Balance at July 1, 2026	262,609	$	3	$	199	$	1,352	$	(548)	$	1,006
Net income	—	—		—		164		—		164
Other comprehensive income, net of taxes	—	—		—		—		9		9
Cash dividends declared on common stock ($0.02 per share)	—	—		—		(5)		—		(5)
Stock-based compensation plans and other	13	—		19		—		—		19
Balance at September 30, 2026	262,622	$	3	$	218	$	1,511	$	(539)	$	1,193









Balance at January 1, 2025	257,799	$	3	$	108	$	1,010	$	(649)	$	472
Net income	—	—		—		392		—		392
Other comprehensive income, net of taxes	—	—		—		—		75		75
Cash dividends declared on common stock ($0.32 per share)	—	—		—		(84)		—		(84)
Stock-based compensation plans and other	2,184	—		51		—		—		51
Balance at September 30, 2025	259,983	$	3	$	159	$	1,318	$	(574)	$	906

Balance at January 1, 2026	260,316	$	3	$	167	$	1,109	$	(527)	$	752
Net income	—	—		—		418		—		418
Other comprehensive loss, net of taxes	—	—		—		—		(12)		(12)
Cash dividends declared on common stock ($0.06 per share)	—	—		—		(16)		—		(16)
Stock-based compensation plans and other	2,306	—		51		—		—		51
Balance at September 30, 2026	262,622	$	3	$	218	$	1,511	$	(539)	$	1,193


	Nine Months Ended September 30,
	2026		2025
Cash Flows from Operating Activities
Net income	$	418	$	392
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation	107		110
Amortization	141		155
Impairment of assets	—		9
Acquired in-process research and development and milestones	1		6
Accretion and changes in fair value in contingent consideration	(6)		(9)
Deferred income tax expense	32		33
Stock-based compensation	65		70
Unrealized foreign exchange gain	(15)		(8)
Gain on sale of Jada	(81)		—
Gain on debt repurchase	—		(46)

Other	21		60
Net changes in assets and liabilities, net of assets acquired
Accounts receivable	(167)		(81)
Inventories	(36)		(94)
Other current assets	(36)		(54)
Trade accounts payable	39		(97)
Accrued and other current liabilities	191		14

Income taxes payable	(1)		(30)
Other	29		129
Net Cash Flows Provided by Operating Activities	702		559
Cash Flows from Investing Activities
Capital expenditures	(123)		(117)
Proceeds from sale of property, plant and equipment	—		1
Acquired in-process research and development and milestones	(10)		(10)
Proceeds from sale of Jada	433		—
Dermavant acquisition, net of cash acquired	—		(75)
Purchase of product rights and asset acquisition	(34)		(124)
Net Cash Flows Provided by (Used in) Investing Activities	266		(325)
Cash Flows from Financing Activities
Proceeds from debt	—		730
Repayments of debt	(32)		(1,006)




Employee withholding taxes related to stock-based awards	(7)		(14)
Dividend payments	(16)		(84)
Net Cash Flows Used in Financing Activities	(55)		(374)





Effect of Exchange Rate Changes on Cash and Cash Equivalents	(32)		137

Net Increase (Decrease) in Cash and Cash Equivalents	881		(3)
Cash and Cash Equivalents, Beginning of Period	574		675



Cash and Cash Equivalents, End of Period	$	1,455	$	672


Inventory	$	8
Assets held for sale	$	8

Goodwill	$	226
Intangible assets, net	164
Noncurrent assets held for sale	$	390

Accrued and other current liabilities	$	2
Liabilities held for sale	$	2

Deferred taxes	$	32
Noncurrent liabilities held for sale	$	32


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions and shares in thousands, except per share amounts)	2026		2025		2026		2025



Net income	$	164	$	160	$	418	$	392

Basic weighted average number of shares outstanding	262,616		259,975		261,874		259,266
Stock awards and equity units (share equivalent)	9,768		678		6,711		1,345
Diluted weighted average common shares outstanding	272,384		260,653		268,585		260,611

EPS:


Basic	$	0.62	$	0.61	$	1.60	$	1.51




Diluted	$	0.60	$	0.61	$	1.56	$	1.50

Anti-dilutive shares excluded from the calculation of EPS	6,781		16,238		6,765		15,871


	Three Months Ended September 30,												Nine Months Ended September 30,
	2026						2025						2026						2025
($ in millions)	U.S.		Int’l		Total		U.S.		Int’l		Total		U.S.		Int’l		Total		U.S.		Int’l		Total
Women’s Health
Nexplanon/Implanon NXT	$	127	$	73	$	200	$	146	$	77	$	223	$	383	$	248	$	631	$	486	$	225	$	711
Follistim AQ	32		35		67		24		40		64		70		117		188		89		117		206
NuvaRing	6		19		25		9		17		26		20		56		76		21		54		75
Ganirelix Acetate Injection	4		21		24		3		19		22		7		69		76		10		67		77
Marvelon/Mercilon	—		28		28		—		31		31		—		85		85		—		103		103
Jada (3)	—		—		—		20		—		20		5		—		5		53		1		54
Other Women’s Health (1)	14		29		45		17		26		43		48		88		135		47		80		128
General Medicines
Biosimilars
Renflexis	46		21		67		51		19		70		133		57		190		141		49		190
Hadlima	62		24		86		47		16		63		168		64		231		116		44		159
Ontruzant	4		3		7		4		28		31		13		5		18		12		68		80
Brenzys	—		22		22		—		23		23		—		56		56		—		59		59
Bildyos/Bilprevda	17		7		24		3		—		3		37		23		60		3		—		3
Other Biosimilars (1)	10		2		13		3		3		6		25		7		32		6		13		19
Established Brands
Cardiovascular
Atozet	—		85		85		—		95		95		—		250		250		—		257		257
Zetia	1		100		101		1		91		93		4		280		284		4		248		252
Cozaar/Hyzaar	2		49		51		2		53		55		6		152		158		6		160		166
Vytorin	1		24		25		1		25		25		4		64		68		3		72		75
Rosuzet	—		5		5		—		6		6		—		16		16		—		16		16
Other Cardiovascular (1)	1		34		35		1		33		33		1		85		87		1		97		98
Respiratory
Singulair	2		43		45		2		51		53		6		127		132		6		187		193
Nasonex	—		65		65		—		60		60		—		188		188		—		197		197
Dulera	25		10		35		24		10		34		78		33		111		89		28		118
Clarinex	—		23		23		1		25		25		2		83		85		1		92		93
Other Respiratory (1)	11		3		14		9		2		12		38		5		44		32		9		40
Non-Opioid Pain, Bone and Dermatology
Arcoxia	—		69		69		—		71		71		—		197		197		—		195		195
Fosamax	1		28		28		—		40		40		2		80		82		2		106		107
Diprospan	—		42		42		—		41		41		—		121		121		—		112		112
Vtama	38		4		42		31		3		34		95		7		102		80		9		89
Other Non-Opioid Pain, Bone and Dermatology (1)	3		71		75		4		75		80		10		212		222		11		217		229
Other
Propecia	1		40		41		2		31		33		4		102		106		4		86		90
Emgality	—		59		59		—		51		51		—		166		166		—		125		125
Proscar	—		22		22		—		27		27		1		68		69		1		73		73
Other (1)	3		91		93		—		86		88		7		270		277		6		245		253
Other (2)	—		12		11		1		21		21		—		44		44		2		66		67
Revenues	$	411	$	1,163	$	1,574	$	406	$	1,196	$	1,602	$	1,167	$	3,425	$	4,592	$	1,232	$	3,477	$	4,709


	Nine Months Ended September 30,
	2025
Expected dividend yield(1)	7.41	%
Risk-free interest rate	4.08
Expected volatility	40.25
Expected life (years)(2)	5.89


	Stock Options					RSUs			PSUs
(shares in thousands)	Shares	Weighted average exercise price		Weighted average grant date fair value		Shares	Weighted average grant date fair value		Shares	Weighted average grant date fair value
Outstanding as of January 1, 2026	7,519	$	27.30	$	6.99	9,716	$	15.35	589	$	23.61
Granted/Issued	—	—		—		13,585	6.02		2,128	8.27
Vested/Exercised	—	—		—		(3,543)	17.77		(193)	23.20
Forfeited/Cancelled	(2,299)	30.78		8.11		(1,623)	9.15		(140)	23.20
Outstanding as of September 30, 2026	5,220	$	25.76	$	6.50	18,135	$	8.44	2,384	$	9.98


	Equity Awards Vested and Expected to Vest						Equity Awards That are Exercisable
(awards in thousands; aggregate intrinsic value in millions)	Awards	Weighted Average Exercise Price		Aggregate Intrinsic Value		Remaining Term (in years)	Awards	Weighted Average Exercise Price		Aggregate Intrinsic Value		Remaining Term (in years)
Stock Options	5,146	$	25.76	$	—	5.98	3,949	$	29.00	$	—	5.24
RSUs	16,759			249		2.00
PSUs	2,436			38		2.04


($ in millions)	September 30, 2026		December 31, 2025
Finished goods	$	702	$	751
Raw materials	12		14
Work in process	843		791
Supplies	79		81
Total (approximates current cost)	$	1,636	$	1,637
Increase to last in, first out (“LIFO”) costs	2		5
Total inventories	$	1,638	$	1,642

Recognized as:
Inventories	$	1,355	$	1,406
Other assets	283		236

Inventories valued under the LIFO method	131		114


($ in millions)	September 30, 2026		December 31, 2025
Senior Credit Agreement
Term Loan B Facility:
SOFR plus 225 bps term loan due 2031	$	1,522	$	1,543
EURIBOR plus 275 bps euro-denominated term loan due 2031 (€707 million in 2026 and €717 million in 2025)	804		843

4.125% secured notes due 2028	2,100		2,100
2.875% euro-denominated secured notes due 2028 (€1.25 billion)	1,422		1,470
5.125% notes due 2031	1,582		1,582
6.750% secured notes due 2034	500		500
7.875% notes due 2034	500		500
Revenue Interest Purchase and Sale Agreement (1)	183		179
Other borrowings	8		8
Other (discounts and debt issuance costs)	(67)		(81)
Total principal long-term debt and short-term borrowings	$	8,554	$	8,644
Less: Current portion of long-term debt and short-term borrowings	69		16
Total Long-term debt, net of current portion	$	8,485	$	8,628


	September 30, 2026		December 31, 2025
Beginning balance	$	8	$	14
Severance & severance related costs	31		95
Cash payments and other	(37)		(101)
Ending balance	$	2	$	8


($ in millions)	Fair Value Measurement Level	September 30, 2026		December 31, 2025
Long-term debt	2	$	8,404	$	7,922
Long-term debt - RIPSA	3	141		136


($ in millions)
2026	$	1
2027	61
2028	3,483
2029	9
2030	22
Thereafter	5,018


($ in millions)	Employee Benefit Plans		Cumulative Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance at July 1, 2025, net of taxes	$	(17)	$	(555)	$	(572)
Other comprehensive loss, pretax	—		(2)		(2)
Tax	—		—		—
Other comprehensive loss, net of taxes	—		(2)		(2)
Balance at September 30, 2025, net of taxes	$	(17)	$	(557)	$	(574)

Balance at July 1, 2026, net of taxes	$	5	$	(553)	$	(548)
Other comprehensive income, pretax	—		9		9
Tax	—		—		—
Other comprehensive income, net of taxes	—		9		9
Balance at September 30, 2026, net of taxes	$	5	$	(544)	$	(539)








Balance at January 1, 2025, net of taxes	$	(17)	$	(632)	$	(649)
Other comprehensive income, pretax	—		75		75
Tax	—		—		—
Other comprehensive income, net of taxes	—		75		75
Balance at September 30, 2025, net of taxes	$	(17)	$	(557)	$	(574)

Balance at January 1, 2026, net of taxes	$	4	$	(531)	$	(527)
Other comprehensive income (loss), pretax	1		(13)		(12)
Tax	—		—		—
Other comprehensive income (loss), net of taxes	1		(13)		(12)
Balance at September 30, 2026, net of taxes	$	5	$	(544)	$	(539)


	Three Months Ended September 30,				% Change		% Change Excluding Foreign Exchange		Nine Months Ended September 30,				% Change	% Change Excluding Foreign Exchange
($ in millions)	2026		2025						2026		2025
United States	$	411	$	406	1	%	1	%	$	1,167	$	1,232		(5)	%	(5)	%
International	1,163		1,196		(3)		(4)		3,425		3,477			(1)		(5)
Total	$	1,574	$	1,602	(2)	%	(3)	%	$	4,592	$	4,709		(2)	%	(5)	%


Number			Description


	*♦†10.1	—	Amendment No. 11 to the Development and Commercialization Agreement, dated September 11, 2026, by and between Samsung Bioepis Co., Ltd. and Organon LLC.
	*+10.2	—	Organon Executive Change in Control Severance Program, as amended and restated on April 15, 2025, as further amended on August 14 , 2026.
	*31.1	—	Certification of Principal Executive Officer (CEO) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	*31.2	—	Certification of Principal Financial Officer (CFO) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	**32.1	—	Section 1350 Certification of Principal Executive Officer (CEO) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	**32.2	—	Section 1350 Certification of Principal Financial Officer (CFO) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		—	XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		—	XBRL Taxonomy Extension Schema Document.

101.CAL		—	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		—	XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		—	XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		—	XBRL Taxonomy Extension Presentation Linkbase Document.

104		—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
		♦	Certain confidential information contained in portions of this exhibit, marked by [***] has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such portions are (i) not material and (ii) are the type of information the registrant customarily and actually treats as private or confidential.
		†	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
		+	Management contract or compensatory plan or arrangement.
		*	Filed herewith.
		**	Furnished herewith.


						ORGANON & CO.

Date: October 30, 2026						/s/ Lynette Holzbaur
						Lynette Holzbaur
						Senior Vice President Finance - Corporate Controller

Date: October 30, 2026						/s/ Matthew Walsh
						Matthew Walsh
						Chief Financial Officer


			About Your Executive Change in Control Severance Program

			Overview			1
			Eligibility			1
			Eligibility in General			1
			When Eligibility Ends			1
			ERISA			2
			Receive Information About Your Plan and Benefits			2
			Prudent Actions by Plan Fiduciaries			2
			Enforce Your Rights			2
			Assistance with Your Questions			3
			Administrative Information			3
			Sponsor			4
			Plan Administrator			4
			Agent for Service of Legal Process			5
			Plan Funding and Administration			5
			No Right to Employment			6
			Plan Amendment and Termination			6
			Plan Year			6

			Benefits under the Executive Severance Program

			How the Plan Works			7
			Termination without Cause or Resignation for Good Reason			7
			Separation Pay Schedule			7
			Medical and Dental Coverage Payment			9
			Reduction of Benefits			9
			When and How Benefits Are Paid			10
			Taxation of Benefits			10
			Forfeiture of Benefits			11
			Cessation of Separation Pay and Benefits			11
			Return of Separation Plan Benefits			11
			Death of Participant			12
			Filing a Claim			12
			Appealing An Adverse Benefit Determination			13

			Glossary			15


Organon Executive Change in Control Severance Program						Effective: August 14, 2026


Organon Executive Change in Control Severance Program						Effective: August 14, 2026


Glossary Terms
“AIP-Eligible Months” means the number of days that a Participant was employed in a position that was eligible to participate in the Employer’s annual bonus program during the Plan Year adjusted for any leaves of absence and divided by 30, with regular rounding rules applied.
“Annual Base Salary” means a Participant’s annual base salary as in effect at his or her Separation Date or, if greater, prior to any reduction that gives rise to Good Reason, according to the Employer’s payroll records, without reduction for any contributions to Employer-sponsored benefit plans. Annual Base Salary does not include bonuses, commissions, overtime pay, shift pay, premium pay, lump sum merit increases, cost of living allowances, income from stock options or other incentives under an incentive stock plan of the Employer, stock grants or other incentives, or other pay not specifically included above.
“Annual Target Bonus” means a Participant’s annual target bonus opportunity as in effect at his or her Separation Date or, if greater, prior to any reduction that gives rise to Good Reason, under the annual bonus plan or program maintained by the Employer.
“Benefits Continuation Period” means twenty-four (24) months following the first day of the calendar month following the Eligible Employee’s Separation Date.
“Cause” means a Participant’s: (i) material breach of any written agreement between the Participant and the Employer, including the Participant’s breach of any material representation, warranty or covenant made under any such agreement, or the Participant’s breach of any written policy or code of conduct established by the Employer and applicable to Participant; (ii) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) commission of, or conviction or indictment for, or plea of nolo contendere to, any felony (or state law equivalent) or any crime involving moral turpitude; or (iv) willful failure or refusal to perform Participant’s duties to the Employer or to follow any lawful directive from the Board or Participant’s supervisor.
“Change in Control” has the meaning ascribed to such term in the Organon & Co. 2021 Incentive Stock Plan, as the same may be amended from time to time, or any successor Organon & Co. incentive stock plan.
“Change in Control Period” means the period commencing on a Change in Control and ending on the second anniversary of such Change in Control.
“Claims Reviewer” means Organon’s Administrative Committee its delegate.


Glossary Terms
“Code” means the Internal Revenue Code of 1986, as amended.
“Eligible Employee” means any regular full-time or regular part-time employee of an Employer who is in Band 700 or higher excluding any employee who has an individual employment, separation or similar agreement with the Employer that provides for separation, severance or termination payments or benefits. An “Eligible Employee” does not include any individual who is considered by the Employer in its sole discretion to be an independent contractor, regardless of whether the individual is in fact an employee of the Employer. Whether an individual is an Eligible Employee or not is determined as of the date of his/her Qualifying Termination.
“Employer” means Organon & Co. and its subsidiaries, successors and assigns who participate in this Plan by virtue of employing an Eligible Employee.
“Good Reason” means the occurrence of any of the following without the Participant’s prior written consent: (i) a material diminution in the Participant’s Annual Base Salary or Annual Target Bonus; (ii) a material diminution in Participant’s title, authority, duties or responsibilities; or (iii) the required relocation of the geographic location of Participant’s principal place of employment by more than fifty (50) miles from the location of Participant’s previous principal place of employment; provided, however, that (A) the Participant must provide written notice to the Employer of the existence of such condition(s) within thirty (30) days of the initial existence of such condition(s); (B) the condition(s) specified in such notice must remain uncorrected for fifteen (15) days following the Employer’s receipt of such written notice and (C) the date of Participant’s termination of employment must occur within sixty (60) days after the initial existence of the condition(s) specified in such notice.
“Participant” means an Eligible Employee who has experienced a Qualifying Termination and who has signed, and, if a revocation period is applicable, not revoked, a Release of Claims in a form that is satisfactory to the Employer in its sole and absolute discretion.
“Plan” means this Organon Executive Change in Control Severance Program, as it may be amended from time to time.
“Plan Administrator” means the Administrative Committee or its delegate.
“Plan Year” means the calendar year January 1 through December 31 on which the records of the Plan are kept.
“Qualifying Termination” means the termination of an Eligible Employee’s employment by the Employer without Cause or as a result of the Eligible Employee’s resignation with Good Reason.


Glossary Terms
“Release of Claims” means the agreement that an Eligible Employee must execute in order to become a Participant and to receive Separation Plan Benefits, which shall be prepared by the Employer and shall contain such terms and conditions as determined by the Employer, including but not limited to a general release of claims, known or unknown, that the Eligible Employee may have against the Employer and its affiliates, including claims related to the employment and termination of employment of the Eligible Employee. Such Release of Claims may also contain, in the Employer’s discretion, other terms and conditions including, without limitation, post-termination cooperation, non-disclosure and confidentiality provisions.
“Section 16 Officer” means an “officer” as such term is defined in Rule 16(a)-1(f) of the Securities Exchange Act of 1934 of Organon & Co. who is also an Eligible Employee of Organon & Co.
“Separation Benefits” means the cash benefit payable under this Plan as described in the section entitled Medical and Dental Coverage Payment.
“Separation Date” means the Eligible Employee’s last day of employment with the Employer due to a Qualifying Termination.
“Separation Pay” means the cash benefit payable under this Plan as described in the section entitled Separation Pay Schedule.
“Separation Plan Benefits” means, collectively, Separation Pay and Separation Benefits.
“Severance Multiplier” means: (i) 2.0 for each Section 16 Officer and (ii) 1.25 for all other Eligible Employees.


Complete Years of Continuous Service* at Separation Date			Amount of Base Salary Separation Pay in Weeks (Annual Base Salary Divided by 52)
16 or less			Standard Separation Pay Schedule Applies
17			66
18			68
19			70
20			72
21			74
22			76
23+			78