Organon & Co.OGN
Organon & Co. Stock Compensation Disclosure
Stock-Based Compensation Plans
The Company grants stock option awards, restricted share units (“RSUs”), performance share units (“PSUs”), and cash awards pursuant to the 2021 Incentive Stock Plan.
Employee stock options are granted to purchase shares of Company common stock at the fair market value at the time of grant. Generally, stock options have a contractual term of ten years and vest one-third each year over a three-year period, subject to limited exceptions.
RSUs are stock awards that are granted to employees and entitle the holder to shares of common stock as the awards vest. RSU awards generally vest one-third each year over a three-year period. The fair value of the stock option and RSU awards is determined and fixed on the grant date based on the Company’s stock price.
The terms of the Company’s PSU awards allow the recipients of such awards to earn a variable number of common shares based on the cumulative results of specified performance factors.
The PSU awards are based on the following performance factors:
•total stockholder return (“TSR”) of the Company relative to an index of peer companies specified in the awards; and
•the results of cumulative free cash flow (“FCF”) and revenue metrics of the Company.
PSUs include awards issued where the service inception date precedes the grant date. The grant date for the performance conditions is the date grantees have a mutual understanding of the key terms and conditions of the award, which will occur when the performance condition is objectively determinable and measurable. Recognition of stock-based compensation occurs at the service inception date. Measurement of stock-based compensation attributed to the PSU’s will be based on the fair value once the grant date is determined.
For FCF and relative TSR awards, the Company recognizes compensation costs ratably over the performance period. The PSU awards will generally vest at the end of the three year performance period, however, the number of shares delivered will vary based upon the attained level of performance. For PSUs with a performance-based FCF goal, stock-based compensation expense is recognized based on the probability of the achievement of the financial performance metric for the respective vesting period and is assessed at each reporting date. For PSUs with a market-based relative TSR goal, stock-based compensation expense is recognized based on the estimated fair value of the award at the grant date regardless of the actual number of shares earned. PSU awards generally vest after three years. The Company uses the Monte Carlo simulation to determine the fair value of the relative TSR awards as of the grant date.
For RSUs and PSUs, dividends declared during the vesting period are payable to the employees only upon vesting. RSU and PSU distributions will be in shares of Company Common Stock after the end of the vesting or performance period, subject to the terms applicable to such awards.
Cash awards will be recognized and expensed over their vesting period at the fair market value of the shares on the date they are awarded and will be remeasured on a quarterly basis until the award vests or is otherwise settled.
Stock-based compensation expenses incurred by the Company were as follows:
| Year Ended December 31, | |||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense recognized in: | |||||||||||||||||
| Cost of sales | $ | 14 | $ | 17 | $ | 17 | |||||||||||
| Selling, general and administrative | 49 | 70 | 68 | ||||||||||||||
| Research and development | 14 | 18 | 16 | ||||||||||||||
| Total | $ | 77 | $ | 105 | $ | 101 | |||||||||||
| Income tax benefits | $ | 16 | $ | 22 | $ | 21 | |||||||||||
The Company uses the Black-Scholes model to determine the fair value of the stock options as of the grant date. In applying this model, the Company uses both historical data and current market data to estimate the fair value of its options. The expected dividend yield is based on forecasted patterns of dividend payments. The risk-free interest rate is based on the rate at grant date of zero-coupon U.S. Treasury Notes with a term equal to the expected term of the option. Expected volatility is estimated using historical volatility.
In 2025 and 2024, the historical component of expected volatility is based on the historical monthly price changes of Organon and implied volatility of Organon. In 2023, due to the lack of trading history of Organon’s stock at the time of valuation efforts, the historical component of expected volatility is based on historical monthly price changes of a combination of the peer group within the industry and Organon’s historical monthly price changes. The expected term represents the amount of time that options granted are expected to be outstanding based on historical and forecasted exercise behavior.
The fair value of options granted was determined using the following assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected dividend yield | 7.41 | % | 6.00 | % | 4.82 | % | |||||||||||
| Risk-free interest rate | 4.08 | 4.12 | 3.56 | ||||||||||||||
| Expected volatility | 40.25 | 41.02 | 42.30 | ||||||||||||||
Expected life (years)(1) | 5.89 | 5.89 | 5.89 | ||||||||||||||
(1)The expected term was estimated using the historical option‑exercise and settlement patterns, supplemented by a midpoint‑based assumption applied to awards meeting a one‑year post‑grant eligibility filter.
A summary of the equity award transactions for the year ended December 31, 2025 is as follows:
| Stock Options | RSUs | PSUs | |||||||||||||||||||||||||||||||||||||||
| (shares in thousands) | Shares | Weighted average exercise price | Weighted average grant date fair value | Shares | Weighted average grant date fair value | Shares | Weighted average grant date fair value | ||||||||||||||||||||||||||||||||||
| Outstanding as of January 1, 2025 | 6,948 | $ | 29.44 | $ | 7.70 | 8,590 | $ | 20.28 | 1,121 | $ | 28.44 | ||||||||||||||||||||||||||||||
Granted/Issued | 2,587 | 14.89 | 3.03 | 7,204 | 13.42 | 263 | 19.49 | ||||||||||||||||||||||||||||||||||
| Vested/Exercised | — | — | — | (3,744) | 22.05 | (209) | 35.54 | ||||||||||||||||||||||||||||||||||
| Forfeited/Cancelled | (2,016) | 18.77 | 4.33 | (2,334) | 16.92 | (586) | 26.72 | ||||||||||||||||||||||||||||||||||
Outstanding as of December 31, 2025 | 7,519 | $ | 27.30 | $ | 6.99 | 9,716 | $ | 15.35 | 589 | $ | 23.61 | ||||||||||||||||||||||||||||||
The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable as of December 31, 2025:
| Equity Awards Vested and Expected to Vest | Equity Awards That are Exercisable | ||||||||||||||||||||||||||||||||||||||||||||||
(awards in thousands; aggregate intrinsic value in millions) | Awards | Weighted Average Exercise Price | Aggregate Intrinsic Value | Remaining Term (in years) | Awards | Weighted Average Exercise Price | Aggregate Intrinsic Value | Remaining Term (in years) | |||||||||||||||||||||||||||||||||||||||
| Stock Options | 7,372 | $ | 27.30 | $ | — | 6.24 | 5,321 | $ | 31.78 | $ | — | 5.16 | |||||||||||||||||||||||||||||||||||
RSUs | 9,070 | 70 | 1.89 | ||||||||||||||||||||||||||||||||||||||||||||
PSUs | 181 | 1 | 1.65 | ||||||||||||||||||||||||||||||||||||||||||||
The amount of unrecognized compensation costs as of December 31, 2025 was $111 million, which will be recognized in operating expense ratably over the weighted average vesting period of 1.88 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 21, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.