Every material Form 8-K Organon & has filed with the SEC since October 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Organon filed its quarterly report for the period ended September 30, 2026, and furnished supplemental non-GAAP figures in place of an earnings release, which it has suspended because of its pending merger with Sun Pharmaceutical Industries. GAAP net income rose to $164 million from $160 million, but adjusted net income, adjusted EPS and adjusted EBITDA all declined from a year earlier.
Quarter GAAP diluted EPS was $0.60 versus $0.61 a year earlier; non-GAAP adjusted diluted EPS was $0.94 versus $1.01
Adjusted EBITDA was $502 million versus $518 million, and adjusted EBITDA margin was 31.9% versus 32.3%
Nine-month adjusted diluted EPS was $2.51 versus $3.03, while GAAP diluted EPS was $1.56 versus $1.50
No earnings call was held; the company said the pending Sun Pharmaceutical merger led to the suspension of its customary earnings release and call
At its June 9, 2026 Annual Meeting, Organon stockholders approved an amended and restated 2021 Incentive Stock Plan that adds 8,000,000 shares available for issuance. Stockholders also elected all ten director nominees and ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, so the outcome is a routine annual meeting with an equity plan change that adds potential share issuance.
The amended and restated 2021 Incentive Stock Plan was approved at the June 9, 2026 Annual Meeting and adds 8,000,000 shares for issuance.
All ten director nominees were elected to serve until the 2027 annual meeting; Ramona Sequeira received the most For votes at 146,867,855.
In a non-binding advisory vote, named executive officer compensation received 142,593,022 For votes and 7,311,933 Against votes.
PricewaterhouseCoopers LLP was ratified for fiscal year 2026 with 196,889,135 For votes and 4,100,954 Against votes.
Organon reported first-quarter 2026 revenue of $1.460 billion, down 4% from $1.513 billion a year earlier and down 9% excluding foreign currency, while GAAP net income rose to $146 million from $87 million. Non-GAAP adjusted diluted EPS fell to $0.71 from $1.02, and the company will not provide financial guidance because of its pending all-cash merger into Sun Pharma, which is expected to close in early 2027.
Revenue was $1.460 billion, down 4% as reported and down 9% excluding foreign currency, from $1.513 billion in Q1 2025.
GAAP diluted EPS was $0.55 versus $0.33; non-GAAP adjusted diluted EPS was $0.71 versus $1.02.
Board declared a quarterly dividend of $0.02 per share, payable June 11, 2026, to holders of record on May 11, 2026.
No financial guidance or earnings call due to the pending Sun Pharma merger, expected to close in early 2027 subject to regulatory and stockholder approval.
Organon agreed on April 26, 2026 to be acquired by Sun Pharma entities in an all-cash merger valued at an enterprise value of $11.75 billion. The $14.00 per share price represents a 103% premium to the closing share price on April 9, 2026, and the deal requires Organon stockholder approval and regulatory clearances.
Organon stockholders would receive $14.00 per share in cash, a 103% premium to the April 9, 2026 closing price
Enterprise value of the deal is $11.75 billion; Sun Pharma plans to fund it with available cash and committed bank financing
The transaction is expected to close in early 2027 and can be terminated if the merger is not completed by January 26, 2027
If completed, Organon shares would be delisted from the New York Stock Exchange
Organon reported a fourth-quarter 2025 net loss of $205 million, or $0.79 per diluted share, compared with net income of $109 million, or $0.42 per share, a year earlier. The loss includes a non-cash $301 million goodwill impairment, and full-year revenue fell 3% to $6.2 billion. The company expects 2026 revenue of about $6.2 billion and Adjusted EBITDA of about $1.9 billion, both in line with 2025, while an Audit Committee review of the timing of biosimilar purchases from a supplier is underway.
Q4 2025 revenue was $1.507 billion, down 5% from $1.592 billion, and reported gross margin fell to 49.2% from 56.3%.
Full-year 2025 diluted EPS was $0.72, down from $3.33; non-GAAP Adjusted diluted EPS was $3.66, down from $4.11.
The Audit Committee review began after information was brought to its attention on February 11, 2026; the company has not determined that anything inappropriate occurred.
The Board declared a quarterly dividend of $0.02 per share, payable March 12, 2026, to holders of record on February 23, 2026.
Organon reported third-quarter 2025 revenue of $1.602 billion, up 1% as reported and down 1% excluding foreign exchange, while GAAP net income fell to $160 million, or $0.61 per diluted share, from $359 million, or $1.38, a year earlier. The company lowered its full-year 2025 revenue guidance to $6.200 billion to $6.250 billion from $6.275 billion to $6.375 billion, a reduction in its outlook that matters to shareholders. Non-GAAP adjusted diluted EPS rose to $1.01 from $0.87.
Q3 2025 revenue was $1.602 billion, up 1% as reported and down 1% ex-FX; Women's Health fell 3% and Biosimilars rose 19%.
Reported gross margin was 53.5% versus 58.3% a year earlier; one-time manufacturing network optimization costs were the most significant driver.
Full-year 2025 revenue guidance was lowered to $6.200 billion to $6.250 billion; Adjusted EBITDA margin guidance was lowered to about 31.0% from 31.0% to 32.0%.
The board declared a quarterly dividend of $0.02 per share, payable December 11, 2025; Joe Morrissey is interim CEO.
Organon & Co. said on November 3, 2025, that director Grace Puma will not stand for re-election at the company's 2026 Annual Meeting of Stockholders. She will remain on the board and on the Talent Committee until that meeting, and the filing says her departure is not due to any disagreement with the company or any matter relating to its operations, policies or practices.
Grace Puma informed Organon on November 3, 2025, of her decision
Puma has served on the Board since 2021 and sits on the Talent Committee
She will continue as director and committee member until the 2026 Annual Meeting
The filing states the departure is not due to any disagreement with the company or its operations, policies or practices
Organon CEO Kevin Ali resigned on October 26, 2025, as CEO and board member in connection with an Audit Committee investigation into wholesaler sales practices for Nexplanon. Joseph Morrissey was named interim CEO, and Chair Carrie Cox became interim Executive Chair. The company says the findings do not require a restatement, but it has concluded that its prior internal control assessment and auditor's opinion for 2024 should no longer be relied upon.
Kevin Ali resigned as CEO and director on October 26, 2025, and will not receive severance or equity-related retirement benefits.
Joseph Morrissey, Executive Vice President and Head of Manufacturing & Supply, was appointed interim CEO with a $1 million salary, a 100% bonus target, a $4 million long-term incentive target next year, and a one-time $1 million RSU grant.
Investigation found Nexplanon wholesaler purchases in several 2022, 2024 and 2025 periods, which were under 1% of annual consolidated revenue and helped meet guidance or external revenue expectations.
The company expects to file an amended 2024 Form 10-K and amended Forms 10-Q for the first two 2025 quarters, and a third quarter 2025 10-Q by the SEC deadline.
Organon reported second-quarter 2025 revenue of $1.594 billion, down 1% from a year earlier, and GAAP diluted earnings per share of $0.56 versus $0.75. The company raised its full-year 2025 revenue guidance to $6.275 billion to $6.375 billion, while affirming its Adjusted EBITDA margin range of 31.0% to 32.0%.
Q2 2025 revenue was $1.594 billion versus $1.607 billion in Q2 2024; net income was $145 million versus $195 million.
Non-GAAP Adjusted diluted EPS was $1.00 versus $1.12; GAAP diluted EPS of $0.56 includes a $46 million gain on early debt extinguishment.
Full-year 2025 revenue guidance rose to $6.275 billion to $6.375 billion from $6.125 billion to $6.325 billion, based on current foreign exchange views.
The company repaid $345 million of long-term debt in the quarter and is on track for a net debt to Adjusted EBITDA ratio below 4.0x by year-end.
At the June 10, 2025 annual meeting, Organon stockholders approved an amended and restated 2021 Incentive Stock Plan that adds 7,800,000 shares for issuance and requires that 95% or more of awards have a one-year minimum vesting period. All 11 director nominees were elected, and the non-binding say-on-pay proposal and the PricewaterhouseCoopers auditor ratification passed, while a stockholder proposal on director resignation was defeated. The larger share reserve could dilute existing shareholders, but the meeting outcomes are otherwise routine.
Stockholders approved the Amended and Restated 2021 Incentive Stock Plan, adding 7,800,000 shares, with 154,012,721 votes for and 12,706,870 against.
All 11 director nominees were elected to serve until the 2026 annual meeting.
Non-binding say-on-pay proposal passed with 131,520,446 votes for and 35,124,179 against.
Stockholder proposal on a Director Election Resignation Guideline failed, with 35,267,628 votes for and 131,506,391 against.
Organon reported first-quarter 2025 revenue of $1.513 billion, down 7%, and net income of $87 million, down 57% from a year earlier, while reaffirming its full-year 2025 guidance. The company also cut its quarterly dividend to $0.02 per share from $0.28 to accelerate debt reduction, a major change for shareholders who receive that payout.
Q1 2025 revenue was $1.513 billion versus $1.622 billion in Q1 2024; diluted EPS was $0.33 versus $0.78.
Quarterly dividend revised to $0.02 per share from $0.28, payable June 12, 2025, to holders of record on May 12, 2025.
Full-year 2025 revenue guidance of $6.125 billion to $6.325 billion and Adjusted EBITDA margin guidance of 31.0% to 32.0% were left unchanged.
As of March 31, 2025, cash and cash equivalents were $547 million and debt was $8.96 billion.
Organon & Co. said its board will expand by one seat to 12 directors, and Ramona A. Sequeira will fill the new seat effective July 1, 2025. Sequeira is a former Eli Lilly and Takeda executive, and she will join the board's Talent Committee, which may matter to shareholders as a change in board composition.
Board size increases by one, to 12 directors, effective July 1, 2025.
Ramona A. Sequeira previously spent 20 years at Eli Lilly and 10 years at Takeda, where she is President of the Global Portfolio Division.
Sequeira will serve on the Talent Committee and receive pro-rated cash compensation for 2025 under the director compensation program.
Organon reported fourth-quarter and full-year 2024 results and gave 2025 guidance. Full-year revenue rose 2% to $6.4 billion, but GAAP diluted EPS fell 17% to $3.33, and fourth-quarter GAAP net income dropped to $109 million from $546 million, a period that included a $476 million Swiss tax benefit. The 2025 revenue range of $6.125 billion to $6.325 billion sits below 2024 revenue, which shareholders should weigh against the company's adjusted margin outlook of 31.0% to 32.0%.
Q4 2024 revenue was $1.592 billion, flat with Q4 2023; diluted EPS was $0.42 versus $2.13, while non-GAAP adjusted diluted EPS was $0.90 versus $0.88
Full-year 2024 adjusted diluted EPS was $4.11 versus $4.14 in 2023; adjusted EBITDA margin was 30.6% versus 31.0%
2025 guidance: revenue of $6.125 billion to $6.325 billion, including an approximate $200 million foreign exchange headwind; adjusted EBITDA margin of 31.0% to 32.0%
Board declared a quarterly dividend of $0.28 per share, payable March 13, 2025, to holders of record on February 24, 2025
Organon & Co. said Susanne Fiedler ceased performing her duties as Chief Commercial Officer effective January 15, 2025. She will serve as a senior advisor until her departure, which is currently expected on or about April 30, 2025. The filing does not name a successor or describe any financial effect.
Susanne Fiedler ceased functioning as Chief Commercial Officer effective January 15, 2025.
Fiedler will serve as a senior advisor until her expected departure on or about April 30, 2025.
The filing does not name a replacement or describe compensation changes.
Organon & Co. disclosed that director Martha E. McGarry resigned from its Board of Directors and from the Board's Talent Committee, effective immediately, as of a December 4, 2024 notice. The company said her resignation was not due to any disagreement with Organon on its operations, policies or practices, so the filing reports no dispute behind the departure.
Martha E. McGarry notified the Board on December 4, 2024 of her decision to resign.
Her resignation from the Board and the Talent Committee is effective immediately.
The company states the resignation was not the result of any disagreement on operations, policies or practices.
Organon reported third-quarter 2024 revenue of $1.582 billion, up 4% as reported, and GAAP diluted earnings per share of $1.38, compared with $0.23 a year earlier. Non-GAAP adjusted diluted EPS was flat at $0.87, and the company narrowed its full-year revenue guidance while lowering its adjusted EBITDA margin guidance, which shareholders will weigh against the higher reported profit.
Q3 2024 revenue was $1.582 billion, up 4% as reported and up 5% excluding foreign currency; GAAP net income was $359 million, helped by a $210 million release of a valuation allowance against a Swiss tax asset.
Non-GAAP adjusted diluted EPS was $0.87, flat year over year, after $51 million of acquired IPR&D and milestone expense, or $0.16 per share.
Full-year 2024 revenue guidance narrowed to $6.375 billion to $6.425 billion, with the midpoint raised by $50 million.
Adjusted EBITDA margin guidance was revised to 30.0% to 31.0%, down from 31.0% to 33.0%, and the board declared a quarterly dividend of $0.28 per share payable December 12, 2024.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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