Form 4: Organon Director Helene Gayle Acquires Over 23,000 Phantom Stock Units

Organon & Co. Director Helene D. Gayle has acquired 23,904.382 phantom stock units through the company's Non-Employee Director Savings Plan, increasing her total beneficial ownership to 62,702.656 units.

Summary

• Helene D. Gayle, a Director at Organon & Co. (OGN), acquired 23,904.382 phantom stock units on June 13, 2025.
• The acquisition was made under the Organon Non-Employee Director Savings Plan, with each phantom stock unit being an economic equivalent of one share of Organon common stock.
• These phantom stock units are payable in cash upon settlement after Ms. Gayle's termination of service as a director.
• The price per phantom stock unit for this transaction was $10.04.
• Following this transaction, Ms. Gayle beneficially owns a total of 62,702.656 phantom stock units.
• Her total 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 acquisition of phantom stock by a director, even as part of a compensation plan, generally indicates continued alignment with the company's performance and is a routine, slightly positive signal for investors.

Positives

• A director's acquisition of additional phantom stock units aligns their interests more closely with those of shareholders.
• The transaction is part of a structured Non-Employee Director Savings Plan, indicating a pre-planned compensation mechanism.

Future Outlook

The phantom stock units are payable in cash upon settlement after the reporting person's termination of service as a director.

Management Comments

• The filing was signed by Tarnetta V. Jones, as Attorney-in-Fact for Helene D. Gayle.

Industry Context

This transaction reflects a standard practice in corporate governance where non-employee directors receive compensation, often including equity-linked instruments like phantom stock, to align their interests with long-term shareholder value. Such compensation structures are common across the pharmaceutical and healthcare industries.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Helene D. Gayle, a director of Organon & Co., constitutes a related party transaction as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's performance, potentially fostering better long-term decision-making.
• Employees: No direct impact mentioned, but a stable governance structure can indirectly benefit employees.

Next Steps

• Settlement of phantom stock units in cash upon the reporting person's termination of service as a director, pursuant to the terms of the Plan.

Key Dates

Keywords

Organon, OGN, SEC Form 4, Insider Transaction, Director Compensation, Phantom Stock, Equity Compensation, Corporate Governance