Form 4: Organon Director Carrie Smith Cox Boosts Stake with Phantom Stock Acquisition

Organon & Co. Director Carrie Smith Cox acquired 23,904.382 phantom stock units valued at $10.04 per unit, increasing her total beneficial ownership to 74,029.769 units.

Summary

• Carrie Smith Cox, a Director at Organon & Co. (OGN), acquired 23,904.382 phantom stock units on June 13, 2025.
• Each phantom stock unit is an economic equivalent of one share of Organon common stock, on a 1-for-1 basis.
• The acquisition was made at a price of $10.04 per phantom stock unit.
• These phantom stock units are granted under the Organon Non-Employee Director Savings Plan and are payable in cash upon settlement after the reporting person's termination of service as a director.
• Following this transaction, Ms. Cox's total beneficial ownership of phantom stock units increased to 74,029.769 units.
• The reported holdings include phantom stock units acquired through dividend reinvestment transactions on June 13, 2024, September 12, 2024, December 12, 2024, March 13, 2025, and June 12, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. A director increasing their stake, even through a compensation plan, generally signals confidence in the company's prospects and aligns their interests with shareholders. This is a routine, non-disruptive transaction.

Positives

• A director increasing their beneficial ownership, even through compensation, can signal confidence in the company's future performance and aligns management interests with shareholders.
• The acquisition is part of a structured plan (Non-Employee Director Savings Plan), indicating a consistent approach to director compensation and retention.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing represents a routine disclosure of insider activity, common across all publicly traded companies. The acquisition of phantom stock units as part of a director's compensation plan is a standard practice in many industries, including pharmaceuticals, to align the interests of non-employee directors with those of shareholders.

Comparison to Industry Standards

• This Form 4 filing primarily details a director's compensation-related equity acquisition and does not provide sufficient financial or operational data for a direct comparison of Organon's performance against specific industry benchmarks or competitors.
• The use of phantom stock units as a component of non-employee director compensation is a common practice, aligning with compensation structures observed in many large pharmaceutical and healthcare companies.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Carrie Smith Cox from Organon & Co. constitutes a related party transaction, as it involves a transaction between the company and a member of its board of directors as part of her compensation.

Stakeholder Impact

• Shareholders: The acquisition by a director may be viewed positively as it indicates alignment of interests and confidence in the company's future.

Key Dates

Keywords

Organon & Co., OGN, SEC Form 4, Insider Transaction, Director Compensation, Phantom Stock, Beneficial Ownership, Equity Acquisition, Corporate Governance