Form 4: Organon Director Rochelle Lazarus Acquires Phantom Stock Units Under Savings Plan

Organon & Co. Director Rochelle B. Lazarus acquired 23,904.382 phantom stock units on June 13, 2025, as part of the company's Non-Employee Director Savings Plan.

Summary

• Rochelle B. Lazarus, a Director of Organon & Co. (OGN), acquired 23,904.382 phantom stock units.
• The transaction occurred on June 13, 2025, and was reported on June 16, 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 unit.
• Following this transaction, Ms. Lazarus beneficially owns a total of 62,702.656 phantom stock units.
• These units are granted under the Organon Non-Employee Director Savings Plan and are payable in cash upon settlement after her termination of service as a director.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Her total holdings include 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: 6

Explanation: The acquisition of phantom stock by a director, especially under a pre-arranged plan, is a routine compensation event. It signals continued alignment of interests but does not inherently indicate strong positive or negative sentiment regarding the company's immediate prospects beyond that alignment.

Positives

• The acquisition of phantom stock by a director indicates continued alignment of interests between management and shareholders, as the value of these units is directly tied to the company's common stock performance.
• The transaction being conducted under a Rule 10b5-1(c) plan suggests a pre-arranged, systematic approach to compensation and investment, which can reduce concerns about opportunistic trading.

Future Outlook

NA

Industry Context

This transaction is a routine disclosure of director compensation in the pharmaceutical/healthcare industry, where equity-based incentives like phantom stock are common for aligning director interests with shareholder value. Such filings provide transparency into insider holdings but typically do not contain broader strategic or financial updates.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a standard practice across various industries, including pharmaceuticals, to incentivize long-term commitment and align director interests with company performance.
• While specific comparable companies or projects are not detailed in this filing, this compensation structure is widely adopted by publicly traded companies to retain and motivate board members by tying a portion of their compensation to the company's stock performance.

Related Party Transactions

• The acquisition of phantom stock units by Rochelle B. Lazarus, 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 those of shareholders, as the value of phantom stock units is tied to the company's common stock performance. This can be viewed positively as it incentivizes the director to make decisions that enhance shareholder value.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Organon & Co., OGN, SEC Form 4, Insider Transaction, Phantom Stock, Director Compensation, Rochelle B. Lazarus, Equity Compensation, Rule 10b5-1, Non-Employee Director Savings Plan