Form 8-K
8-K — Organon & Co.
Accession: 0001104659-26-052165
Filed: 2026-04-30
Period: 2026-04-30
CIK: 0001821825
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — tm2613165d1_8k.htm (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 30, 2026
Organon
& Co.
(Exact name of registrant
as specified in its charter)
Delaware
001-40235
46-4838035
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer Identification No.)
incorporation)
30
Hudson Street, Floor
33,
Jersey City,
NJ
07302
(Address and principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (551)
430-6900
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of
each class
Trading
Symbol(s)
Name of
each exchange on which registered
Common
Stock, par value $0.01 per share
OGN
NYSE
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02
Results of Operations and Financial Condition.
On April 30, 2026,
Organon & Co. (the “Company”) issued a press release (the “Earnings Release”) regarding
its results for the quarter ended March 31, 2026. A copy of the Earnings Release is included as Exhibit 99.1 to this report.
The information contained
in this Item 2.02, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing or document. The release contains forward-looking statements regarding
the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from
those anticipated.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated April 30, 2026, relating to results of operations and financial condition.
104
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Organon & Co.
By:
/s/ Matthew Walsh
Name:
Matthew Walsh
Title:
Chief Financial Officer
Dated: April 30, 2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2613165d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Media
Contacts:
Felicia
Bisaro
Investor
Contacts:
Jennifer
Halchak
(646)
703-1807
(201) 275-2711
Kate
Vossen
Renee
McKnight
(732)
675-8448
(551)
204-6129
Organon Reports Results for the First Quarter
Ended March 31, 2026
· First quarter 2026
revenue of $1.460 billion, down 4% as-reported and down 9% excluding the impact of foreign
currency.
· First quarter 2026
diluted earnings per share of $0.55 and non-GAAP Adjusted diluted earnings per share of $0.71.
· First
quarter 2026 net income of $146 million and Adjusted EBITDA (non-GAAP) of $415 million,
representing an Adjusted EBITDA margin of 28.4%.
· On April 26,
2026, the company announced its pending merger into Sun Pharmaceutical Industries Limited
(together with its subsidiaries and/or associated companies, “Sun Pharma”) in
an all-cash transaction (the “merger”). The merger is expected to close in early
2027, subject to customary closing conditions, including receipt of required regulatory approvals
and approval by Organon stockholders.
· In light of the pending
merger, Organon will not be providing financial guidance or hosting quarterly earnings calls.
Jersey City, N.J., April 30, 2026 – Organon (NYSE: OGN)
today announced its results for the first quarter ended March 31, 2026.
1
First Quarter 2026 Revenue
in $ millions
Q1 2026
Q1 2025
VPY
VPY ex-FX
Women’s Health
$ 389
$ 463
(16 )%
(19 )%
General Medicines
Biosimilars
173
141
23 %
21 %
Established Brands
880
887
(1 )%
(7 )%
Other
(1)
18
22
(15 )%
(21 )%
Revenue
$ 1,460
$ 1,513
(4 )%
(9 )%
Totals may not foot due to rounding and percentages
are computed using unrounded amounts.
(1) Other includes manufacturing sales to third parties.
For the first quarter of 2026, total revenue was $1.460 billion, down
4% on an as-reported basis and down 9% excluding the impact of foreign currency (ex-FX), compared with the first quarter of 2025.
Women’s Health revenue declined 16% as-reported and declined
19% ex-FX in the first quarter of 2026, compared with the first quarter of 2025.
– Sales of Nexplanon®
(etonogestrel implant) decreased 21% ex-FX in the first quarter compared with the first
quarter of 2025. In the U.S., sales of Nexplanon declined 28% primarily due to both
decreased physician demand following the five-year label approval which as expected, has
delayed reinsertions; and continued uncertainty around federal funding. Outside of the U.S.,
Nexplanon sales declined 4% ex-FX, due to the timing of shipments in selective emerging
markets, partially offset by increased demand and access in Brazil.
– Sales of oral contraceptives MarvelonTM (desogestrel
and ethinyl estradiol pill) and MercilonTM (desogestrel and ethinyl estradiol
pill) declined 36% ex-FX in the first quarter of 2026 primarily due to decreased demand and
market contraction in China and the timing of shipments in Asia Pacific.
– Global Fertility revenue was down 9% ex-FX as a result of competition-driven
price reductions in the U.S. partially offset by modest market growth in China.
– In January of 2026 the company completed the sale of the
Jada® system to Laborie.
2
Biosimilars revenue increased
23% as-reported and 21% ex-FX in the first quarter of 2026, compared with the first quarter
of 2025, primarily due to the strong performance of Hadlima® (adalimumab-bwwd)
associated with stronger demand in the U.S., and increased demand in Puerto Rico. Biosimilars also benefitted from contribution from
new assets, Bildyos® (denosumab-nxxp) and Bilprevda® (denosumab-nxxp) which were approved by the U.S. Food and
Drug Administration (“FDA”) in the third quarter of 2025, and Tofidence® (tocilizumab-bavi), which the company
acquired in the second quarter of 2025.
Established Brands revenue declined
1% as-reported and declined 7% ex-FX in the
first quarter of 2026. Revenue contribution from Emgality®(1) (galcanezumab-gnlm) partially offset
a decline in the respiratory portfolio, which was driven by pricing pressure, as well as volume declines related to the adoption of revised
medical guidelines that deprioritize the use of montelukast, including Singulair® (montelukast sodium), in various
international markets, most recently, in China. Global sales of Dulera® (mometasone furoate and formoterol fumarate dihydrate)
also declined in the first quarter of 2026 primarily due to pricing pressure and decreased demand in the U.S. VTAMA® (tapinarof)
grew modestly in the first quarter of 2026 compared with the first quarter of 2025.
(1) Organon acquired certain European licensing and distribution
rights to Emgality from Eli Lilly and Company (“Eli Lilly”) beginning in early 2024. Emgality is a registered
trademark of Eli Lilly in the European Union and other countries (used under license).
3
First Quarter 2026 Profitability
in $ millions, except per share amounts
Q1 2026
Q1 2025
VPY
Revenues
$ 1,460
$ 1,513
(4 )%
Cost of sales
677
672
1 %
Gross profit
783
841
(7 )%
Non-GAAP
Adjusted gross profit (1)
861
934
(8 )%
Net income
146
87
68 %
Non-GAAP
Adjusted net income (1)
188
265
(29 )%
Diluted Earnings per Share (EPS)
0.55
0.33
67 %
Non-GAAP
Adjusted diluted EPS (1)
0.71
1.02
(30 )%
Acquired in-process research & development (IPR&D)
and milestones
—
6
NM
Adjusted
EBITDA (Non-GAAP) (1)
415
484
(14 )%
Q1
2026
Q1
2025
Gross margin
53.6 %
55.6 %
Non-GAAP
Adjusted gross margin (1)
59.0 %
61.7 %
Adjusted
EBITDA margin (Non-GAAP) (1, 2)
28.4 %
32.0 %
(1) See Tables 4 and 5 for reconciliations of GAAP to non-GAAP financial
measures.
Reported gross margin in the first quarter of 2026 was 53.6% compared
with 55.6% in the prior year period. Non-GAAP Adjusted gross margin was 59.0% in the first quarter of 2026, compared to 61.7% in the
first quarter of 2025. Unfavorable pricing and product mix as well as foreign exchange rates were notable drivers in the decline of both
reported gross margin and non-GAAP Adjusted gross margin.
Net income for the first quarter of 2026 was $146 million, or $0.55
per diluted share, compared with net income of $87 million, or $0.33 per diluted share, in the first quarter of 2025. For the first quarter
of 2026, non-GAAP Adjusted net income was $188 million, or $0.71 per diluted share, compared with $265 million, or $1.02 per diluted
share, for the first quarter of 2025.
4
Non-GAAP Adjusted EBITDA margin was 28.4% in the first quarter of
2026 compared with 32.0% in the first quarter of 2025. The year-over-year decline was primarily driven by a decrease in Adjusted Gross
Margin.
Capital Allocation
Today, Organon’s Board of Directors declared a quarterly dividend
of $0.02 for each issued and outstanding share of the company's common stock. The dividend is payable on June 11, 2026, to
stockholders of record at the close of business on May 11, 2026.
As of March 31, 2026, cash and cash equivalents were $1.12 billion,
and debt was $8.57 billion.
Webcast Information
As is customary during the pendency of an acquisition, Organon has
suspended its quarterly earnings calls and will not host a conference call in conjunction with today’s first quarter earnings release.
About Organon
Organon (NYSE: OGN) is a global healthcare company with a mission
to deliver impactful medicines and solutions for a healthier every day. With a portfolio of over 70 products across Women’s Health
and General Medicines, which includes biosimilars, Organon focuses on addressing health needs that uniquely, disproportionately or differently
affect women, while expanding access to essential treatments in over 140 markets.
Headquartered in Jersey City, New Jersey, Organon is committed to
advancing access, affordability, and innovation in healthcare. Learn more at http://www.organon.com and follow us on LinkedIn, Instagram,
X,YouTube, TikTok and Facebook.
5
Cautionary Note Regarding Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures,”
which are financial measures that either exclude or include amounts that are correspondingly not excluded or included in the most directly
comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically,
the company makes use of the non-GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross margin, Adjusted gross
profit, Adjusted net income, Adjusted EPS, and Adjusted diluted EPS, which are not recognized terms under GAAP and are presented only
as a supplement to the company’s GAAP financial statements. This press release also provides certain measures that exclude the
impact of foreign exchange. We calculate foreign exchange by converting our current-period local currency financial results using the
prior period average currency rates and comparing these adjusted amounts to our current-period results. The company believes that these
non-GAAP financial measures help to enhance an understanding of the company’s financial performance. However, the presentation
of these measures has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the company’s
results as reported under GAAP. Because not all companies use identical calculations, the presentations of these non-GAAP measures may
not be comparable to other similarly titled measures of other companies. Please refer to Table 4 and Table 5 of this press release for
additional information, including relevant definitions and reconciliations of non-GAAP financial measures contained herein to the most
directly comparable GAAP measures.
The company’s management uses the non-GAAP financial measures
described above to evaluate the company’s performance and to guide operational and financial decision making. Further, the company’s
management believes that these non-GAAP financial measures, which exclude certain items, help to enhance its ability to meaningfully
communicate its underlying business performance, financial condition and results of operations.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, this press release includes “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements relating to the merger, including the anticipated timing of completion thereof. Forward-looking statements
may be identified by words such as “proposed,” “will,” “continue,” “expects,” “believes,”
“estimates,” “opportunity,” “pursue,” “anticipate,” “be able to,” “intend,”
or words of similar meaning. These statements are based upon the current beliefs and expectations of the company’s management and
are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate, or risks or uncertainties materialize,
actual results may differ materially from those set forth in the forward-looking statements.
6
Risks and uncertainties include, but are not limited to uncertainties
as to the timing of the merger; the risk that the merger may not be completed on the anticipated terms in a timely manner or at all;
the failure to satisfy any of the conditions to the consummation of the merger, including receiving, on a timely basis or otherwise,
the minimum vote required by Organon’s stockholders to approve the merger; the possibility that competing offers or acquisition
proposals for Organon will be made; the possibility that any or all of the various conditions to the consummation of the merger may not
be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities
(or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive agreement, including in circumstances which would require Organon to pay a
termination fee; the effect of the announcement or pendency of the merger on Organon’s ability to retain and hire key personnel,
its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and
business generally; risks related to diverting management’s attention from Organon’s ongoing business operations; the risk
that stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability;
certain restrictions during the pendency of the merger that may impact Organon’s ability to pursue certain business opportunities
or strategic transactions; the risk that any announcements relating to the merger could have adverse effects on the market price of Organon’s
common stock, including if the merger is not consummated; risks that the benefits of the merger are not realized when and as expected;
and legislative, regulatory and economic developments.
The company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be found in the company’s filings with the SEC, including
the company’s most recent Annual Report on Form 10-K, Current Report on Form 8-K, filed by the company on April 27,
2026, and other SEC filings, available at the SEC’s Internet site (www.sec.gov).
7
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect
of the proposed merger. In connection with the merger, Organon intends to file relevant materials with the SEC, including Organon’s
proxy statement in preliminary and definitive form on Schedule 14A (the “Merger Proxy Statement”). Organon will mail the
Merger Proxy Statement and a proxy card to its stockholders in connection with the merger.
INVESTORS AND STOCKHOLDERS OF ORGANON ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE MERGER PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT ORGANON, SUN PHARMA AND THE MERGER AND RELATED MATTERS. Investors and stockholders of Organon are or will
be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or through
the investor relations section of Organon’s website, https://www.organon.com.
Participants in the Solicitation
Organon and its directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders
of Organon in favor of the proposed acquisition. Information about Organon’s directors and executive officers is set forth in the
2026 Annual Meeting Proxy Statement, filed with the SEC on April 24, 2026, and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001821825/000119312526177411/ogn-20260423.htm.
To the extent holdings of Organon’s securities by its directors or executive officers have changed since the amounts set forth
in the 2026 Annual Meeting Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1821825.
Additional information concerning the interests of Organon’s participants in the solicitation, which may, in some cases, be different
than those of Organon’s stockholders generally, will be set forth in the Merger Proxy Statement when it becomes available.
8
TABLE 1
Organon & Co.
Condensed Consolidated Statement of Income
(Unaudited, $ in millions except shares in thousands
and per share amounts)
Three Months
Ended
March 31,
2026
2025
Revenues
$ 1,460
$ 1,513
Cost of sales
677
672
Gross Profit
783
841
Selling, general and administrative
424
420
Research and development
93
96
Acquired in-process research and development and milestones
—
6
Restructuring costs
31
86
Interest expense
111
124
Exchange losses (gains)
7
(4 )
Other (income) expense, net
(96 )
12
Income before income taxes
213
101
Income tax expense
67
14
Net income
$ 146
$ 87
Earnings per share:
Basic
$ 0.56
$ 0.34
Diluted
$ 0.55
$ 0.33
Weighted average shares outstanding:
Basic
260,370
257,862
Diluted
262,896
261,001
TABLE 2
Organon & Co.
Sales by top products
(Unaudited, $ in millions)
Three Months
Ended March 31,
2026
2025
($ in millions)
U.S.
Int’l
Total
U.S.
Int’l
Total
Women’s Health
Nexplanon/Implanon
NXT
$ 127
$ 74
$ 201
$ 176
$ 72
$ 248
Follistim AQ
21
39
61
35
34
69
NuvaRing
6
18
24
6
16
22
Ganirelix Acetate Injection
2
24
26
5
23
27
Marvelon/Mercilon
—
26
26
—
39
39
Jada
5
—
5
15
—
15
Other
Women’s Health (1)
17
30
46
15
27
43
General Medicines
Biosimilars
Renflexis
42
15
57
44
12
57
Hadlima
51
16
67
33
14
47
Ontruzant
4
1
5
4
14
18
Brenzys
—
20
20
—
14
14
Other
Biosimilars (1)
11
13
24
—
5
5
Established
Brands
Cardiovascular
Atozet
—
85
85
—
77
77
Zetia
1
86
87
1
84
85
Cozaar/Hyzaar
2
55
57
2
53
55
Vytorin
1
20
21
1
22
23
Rosuzet
—
6
6
—
4
4
Other
Cardiovascular (1)
1
27
28
—
30
30
Respiratory
Singulair
2
38
40
2
72
74
Nasonex
—
65
65
—
71
72
Dulera
23
12
35
34
10
43
Clarinex
1
30
31
—
34
34
Other
Respiratory (1)
11
1
12
10
3
13
Non-Opioid Pain, Bone and Dermatology
Arcoxia
—
59
59
—
62
62
Fosamax
—
29
29
1
32
33
Diprospan
—
35
35
—
30
30
Vtama
23
2
25
20
4
24
Other
Non-Opioid Pain, Bone and Dermatology (1)
3
65
68
4
65
68
Other
Propecia
1
28
30
1
24
26
Emgality
—
54
54
—
32
32
Proscar
—
26
26
—
24
24
Other
(1)
3
85
87
3
76
78
Other
(2)
—
18
18
—
22
22
Revenues
$ 358
$ 1,102
$ 1,460
$ 412
$ 1,101
$ 1,513
Totals may not foot due to rounding. Trademarks
appearing above in italics are trademarks of, or are used under license by, the Organon group of companies.
(1) Includes sales of products
not listed separately.
(2) Other
includes manufacturing sales to third parties.
TABLE 3
Organon & Co.
Sales by geographic area
(Unaudited, $ in millions)
Three Months
Ended
March 31,
2026
2025
Europe and Canada
$ 412
$ 376
United States
358
412
Asia Pacific and Japan
226
251
China
194
204
Latin America, Middle East, Russia, and Africa
247
240
Other
(1)
23
30
Revenues
$ 1,460
$ 1,513
(1) Other
includes manufacturing sales to third parties.
TABLE 4
Organon &
Co.
Reconciliation
of GAAP Reported to Non-GAAP Adjusted Metrics
(Unaudited,
$ in millions)
Three Months
Ended
March 31,
2026
2025
GAAP Gross Profit
$ 783
$ 841
Adjusted for:
Manufacturing
network costs (1)
21
29
Stock-based compensation
3
4
Amortization
47
50
Acquisition-related
costs (2)
7
9
Other
—
1
Adjusted Non-GAAP Gross Profit
$ 861
$ 934
(1) Manufacturing network related costs
include costs from exiting manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ, US. For additional details
refer to Table 5. (2) Acquisition-related costs relate to costs from the acquisition of Dermavant. For additional details refer
to Table 5.
Three Months
Ended
March 31,
2026
2025
GAAP Gross Margin
53.6 %
55.6 %
Total impact of Non-GAAP adjustments
5.4 %
6.1 %
Adjusted Non-GAAP Gross Margin
59.0 %
61.7 %
Three Months
Ended
March 31,
2026
2025
GAAP Selling, general
and administrative expenses
$ 424
$ 420
Adjusted for:
Stock-based compensation
(13 )
(16 )
Restructuring related charges
—
(6 )
Other
(13 )
(3 )
Adjusted Non-GAAP Selling, general and
administrative expenses
$ 398
$ 395
TABLE 4
Organon &
Co.
Reconciliation
of GAAP Reported to Non-GAAP Adjusted Metrics (Continued)
(Unaudited,
$ in millions except per share amounts)
Three Months
Ended
March 31,
2026
2025
GAAP Research and
development expenses
$ 93
$ 96
Adjusted for:
Manufacturing
network costs (1)
(3 )
(3 )
Stock-based compensation
(3 )
(4 )
Other
(1 )
(1 )
Adjusted Non-GAAP Research and development
expenses
$ 86
$ 88
(1) Manufacturing
network related costs include costs from exiting manufacturing and supply agreements with Merck & Co., Inc., Rahway NJ,
US. For additional details refer to Table 5.
Three Months
Ended
March 31,
2026
2025
GAAP Reported Net
Income
$ 146
$ 87
Adjusted for:
Cost of sales adjustments
78
93
Selling, general and administrative
adjustments
26
25
Research and development adjustments
7
8
Jada divestiture
(81 )
—
Restructuring
31
86
Change in fair value of contingent
consideration
(5 )
11
Other (gain) expense, net
(3 )
4
Tax
impact on adjustments above(1)
(11 )
(49 )
Non-GAAP Adjusted Net Income
$ 188
$ 265
(1) For
the three months ended March 31, 2026 and 2025, the GAAP income tax rates were 31.4% and 13.4%, respectively, and the non-GAAP income
tax rates were 29.3% and 19.2%, respectively. These adjustments represent the estimated tax impacts on the reconciling items by applying
the statutory rate and applicable law of the originating territory of the non-GAAP adjustments.
Three Months
Ended
March 31,
2026
2025
GAAP Diluted Earnings per Share
$ 0.55
$ 0.33
Total impact of Non-GAAP adjustments
0.16
0.69
Non-GAAP Adjusted Diluted Earnings
per Share
$ 0.71
$ 1.02
TABLE 5
Organon & Co.
Reconciliation of GAAP Net (Loss) Income to
Non-GAAP Adjusted EBITDA
(Unaudited, $ in millions)
Three Months
Ended
March 31,
2026
2025
GAAP Reported Net Income
$ 146
$ 87
Depreciation
(1)
38
32
Amortization
47
50
Interest expense
111
124
Income tax expense
(benefit)
67
14
EBITDA (Non-GAAP)
$ 409
$ 307
Restructuring and related charges
31
92
Manufacturing
network related (2)
27
36
Acquisition-related
costs (3)
7
9
Change in contingent consideration
(5 )
11
Jada divestiture
(81 )
—
Other costs
8
5
Stock-based compensation
19
24
Adjusted EBITDA (Non-GAAP)
$ 415
$ 484
Adjusted EBITDA margin (Non-GAAP)
28.4 %
32.0 %
(1) Excludes
accelerated depreciation included in one-time costs.
(2) Manufacturing
network related costs, including exiting of temporary manufacturing and supply agreements with Merck & Co., Inc., Rahway,
NJ, US, reflect accelerated depreciation, exit premiums, technology transfer costs, stability and qualification batch costs, and third-party
contractor costs.
(3) Acquisition
related costs for the three months ended March 31, 2026 and 2025, reflect the amortization pertaining to the fair value inventory
purchase accounting adjustment for the Dermavant transaction.
As
the costs described in (1) through (3) above are directly related to the separation of Organon and acquisition related activities
and therefore arise from a one-time event outside of the ordinary course of the company’s operations, the adjustment of these items
provides meaningful, supplemental, information that the company believes will enhance an investor's understanding of the company's ongoing
operating performance.
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Apr. 30, 2026
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