Every material Form 8-K Organon & filed with the SEC in 2026, 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.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Organon & filing is on SEC EDGAR ↗. 8-K briefs of other companies →