Form 4: Organon & Co. Executive Rachel A. Stahler Reports Stock Option Grant and RSU Vesting

Rachel A. Stahler, Chief Information Officer of Organon & Co., reports the grant of stock options and vesting of restricted stock units (RSUs) on March 31, 2025, resulting in changes to her beneficial ownership of the company's common stock.

Summary

• On March 31, 2025, Rachel A. Stahler, the Chief Information Officer of Organon & Co., reported transactions related to her beneficial ownership of the company's stock.
• These transactions include the grant of stock options to purchase 181,518 shares of Organon common stock at an exercise price of $14.89.
• The stock options vest in three equal installments on March 31, 2026, March 31, 2027, and March 31, 2028.
• Stahler was also granted 36,937 restricted stock units (RSUs) that convert into one share of Organon common stock each, vesting in three equal installments on March 31, 2026, March 31, 2027, and March 31, 2028.
• Additionally, RSUs previously granted in 2022, 2023 and 2024 vested on March 31, 2025, resulting in the conversion of 8,200, 6,555 and 3,579 RSUs into shares of common stock, respectively.
• The vesting of these RSUs resulted in the withholding of shares to cover taxes, with 2,809, 2,645 and 1,763 shares disposed of at a price of $14.51 per share, respectively.
• Following these transactions, Stahler directly owns 77,230.614 shares of Organon common stock and 204,453 derivative securities.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices, indicating a stable and well-structured approach to management incentives. The sentiment is neutral to slightly positive as it suggests alignment of management and shareholder interests.

Positives

• The grant of stock options and RSUs aligns Stahler's interests with those of the shareholders, incentivizing her to contribute to the company's long-term success.
• The vesting schedule of the stock options and RSUs encourages continued service and commitment to Organon.

Future Outlook

The document does not contain specific forward-looking statements regarding the company's future performance.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. It provides transparency into the compensation structure and equity ownership of key executives.

Comparison to Industry Standards

• Stock option and RSU grants are standard forms of executive compensation in the pharmaceutical industry, used to align management's interests with shareholder value.
• Vesting schedules of three years are typical for these types of equity awards.
• Companies like Pfizer, Merck, and Johnson & Johnson also utilize similar equity compensation plans for their executives.

Stakeholder Impact

• Shareholders can view this as a positive sign that management's interests are aligned with theirs through equity ownership.
• Employees may see this as a standard practice for executive compensation, potentially influencing their perception of fairness and opportunity within the company.

Key Dates

Keywords

Organon & Co., Rachel A. Stahler, Stock Options, Restricted Stock Units, RSU, Beneficial Ownership, Form 4, Insider Trading, Equity Compensation, Chief Information Officer