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Form 8-K

sec.gov

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)

EX-99.1 — EXHIBIT 99.1 (tm2613165d1_ex99-1.htm)

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2026-04-30

2026-04-30

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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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