Form 4: Organon Executive Karp Reports RSU Vesting, Share Transactions
Insider Transaction Report
Organon & Co.'s Executive VP, Corporate Development, Daniel Karp, reported the vesting and conversion of Restricted Stock Units into common stock, alongside a related tax withholding transaction.
Summary
- Daniel Karp, Executive VP, Corporate Development at Organon & Co. (OGN), reported transactions on March 29, 2026.
- Acquired 14,184 shares of Organon common stock through the conversion of Restricted Stock Units (RSUs).
- Disposed of 4,446 shares of Organon common stock at a price of $5.84 per share to cover tax withholding obligations related to the RSU vesting.
- Following these transactions, Karp directly beneficially owns 57,153.923 shares of Organon common stock.
- The reported beneficial ownership includes an addition of 746.463 shares from dividend equivalents, net of withholding tax.
- Remaining derivative holdings include 14,185 Restricted Stock Units.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event, representing a routine executive compensation transaction rather than a strategic or performance-driven announcement.
Positives
- Vesting of 14,184 Restricted Stock Units indicates the fulfillment of long-term incentive compensation for the executive.
- The acquisition of shares through RSU conversion increases the executive's direct ownership in the company, aligning interests with shareholders.
Negatives
- Disposal of 4,446 shares to cover tax liabilities reduces the executive's direct shareholding.
Future Outlook
The remaining 14,185 Restricted Stock Units are scheduled to vest and convert into common stock in one equal installment on March 29, 2027.
Industry Context
StockSavvy.ai notes that routine insider transactions, such as RSU vesting and subsequent tax-related share disposals, are common occurrences in the pharmaceutical and biotechnology sectors. These transactions reflect the standard compensation practices for executives, often involving long-term equity incentives designed to align management interests with shareholder value over time. This filing does not indicate any specific industry-wide trends or competitive shifts.
Comparison to Industry Standards
- This type of RSU vesting and tax-related share disposal is a standard practice for executive compensation across various industries, including pharmaceuticals.
- Companies like Pfizer (PFE), Merck (MRK), and Johnson & Johnson (JNJ) frequently report similar Form 4 filings for their executives, detailing the conversion of equity awards and subsequent share sales for tax purposes.
- The reported share price of $5.84 for tax withholding is specific to Organon's stock performance at the time of the transaction and is not directly comparable to other companies' share prices without context of their respective market valuations.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Administrative Authority Delegation | Daniel Karp executed a Power of Attorney on July 27, 2025, appointing Tarnetta V. Jones and Faye C. Brown as attorneys-in-fact to handle his SEC Forms 3, 4, and 5 filings and EDGAR account administration. This streamlines compliance with Section 16(a) of the Securities Exchange Act of 1934. | 2025-07-27 | Enhances efficiency and ensures timely and accurate compliance with SEC reporting requirements for insider transactions. |
Related Party Transactions
- The reported transactions involve an executive (Daniel Karp) and the company (Organon & Co.) regarding equity compensation, which are considered related party dealings. These are standard transactions under the company's compensation plans.
Stakeholder Impact
- Shareholders: Minimal direct impact. The transactions are routine and reflect the execution of an existing executive compensation plan. The increase in direct ownership by an executive can be seen as a minor positive for alignment of interests.
Next Steps
- The final installment of 14,185 Restricted Stock Units is scheduled to vest and convert into common stock on March 29, 2027.
Key Dates
| Date | Description |
|---|---|
| 2025-03-29 | First installment of Restricted Stock Units (RSUs) vested and distributed as shares. |
| 2025-07-27 | Date Power of Attorney was executed by Daniel Karp. |
| 2026-03-27 | Closing market price of Organon common stock ($5.84) used for tax withholding calculation. |
| 2026-03-29 | Transaction date for RSU conversion and share disposal; second installment of RSUs vested and distributed. |
| 2026-03-31 | Date the Form 4 was signed by the attorney-in-fact. |
| 2027-03-29 | Third and final installment of Restricted Stock Units (RSUs) is scheduled to vest and be distributed as shares. |
Keywords
Organon & Co., OGN, Daniel Karp, Form 4, Insider Transaction, Restricted Stock Units, RSU vesting, Share ownership, Executive compensation, Equity compensation, Tax withholding
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