Message to Our Shareholders

On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2026 Annual Meeting of Shareholders on Tuesday, June 9, 2026 at 9 a.m. Eastern Daylight Time.

2025 was a year of progress for Organon, but also one that presented challenges across the healthcare industry and within our business. Against this backdrop, we remained focused on advancing our mission to deliver impactful medicines and solutions for a healthier every day. Through disciplined operational focus we navigated a dynamic environment to deliver meaningful progress across our business. For the year, Organon generated $6.2 billion in revenue and $1.9 billion in adjusted EBITDA1, reflecting the strength of our diversified portfolio of medicines and global reach.

Our 2025 financial performance was fueled by strong contributions across several key areas. Our biosimilars franchise exceeded expectations, driven by solid performance in HadlimaTM (adalimumab-bwwd) sales, which grew 61% ex-FX, globally for the year. In the US, Hadlima remains one of the leading biosimilars for total prescriptions. Vtama® (tapinarof) delivered $128 million of global revenue in its first full year, establishing a solid trajectory for our newest dermatology asset. Emgality® (galcanezumab-gnlm) and our fertility portfolio also grew strongly in 2025, with its performance helping to partially offset the impact of the loss of exclusivity of AtozetTM (ezetimibe and atorvastatin) and other headwinds across the business.

Financial discipline remained a priority throughout the year. We achieved more than $200 million in operational cost savings in 2025, allowing us to maintain adjusted EBITDA margins consistent with the prior year, despite pressures on gross margin.

One of the most important decisions the company made in 2025 was to lower our dividend payout ratio and apply those excess funds to debt reduction. We also divested the Jada® system, resulting in approximately $390 million in net proceeds that will help to reduce net debt in 2026. Together these decisions mark our commitment to improving Organon's balance sheet to put us in a position to pursue growth opportunities in the future.

As we advanced these operational and financial priorities, we also navigated a period of leadership transition. The Board appointed Joe Morrissey as Interim CEO and named me as Executive Chair – actions designed to support business continuity and stability. At the same time, the Board launched a CEO search committee, supported by a leading global search firm, and is actively evaluating candidates to identify Organon’s next permanent CEO. These actions reflect our commitment to strong governance and long-term strategic stewardship.

Looking to 2026, our priorities are clear: sustaining performance across the portfolio, continuing to reduce leverage, and investing selectively where we have a meaningful competitive advantage. And through it all, our vision to create a better and healthier every day for every woman remains central. The patients who rely on our products guide our way forward. The dedication of more than 10,000 employees – whom we call founders – and the clarity of our purpose give us confidence in the opportunities ahead.

Thank you for your continued support and trust in Organon.

Sincerely,

To Organon Shareholders:

You are cordially invited to the Annual Meeting of Shareholders of Organon & Co. to be held on Tuesday, June 9, 2026, at 9:00 a.m. (Eastern Daylight Time), where we will vote on the matters below. You will be able to attend the Annual Meeting, vote and submit questions via a live webcast by visiting www.virtualshareholdermeeting.com/OGN2026. The Notice of Internet Availability of Proxy Materials is first being mailed, and the proxy materials are first being made available to our shareholders on or about April 24, 2026.

Items of Business:

· Election of the ten directors named in the accompanying proxy statement to hold office for a one-year term until the 2027 annual meeting of shareholders;

· Approval, on a non-binding advisory basis, of the compensation of our named executive officers;

· Approval of an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan;

· Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and

· Consideration of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Thank you for your continued support of and interest in Organon.

Sincerely,

Kirke Weaver

General Counsel and Corporate Secretary

April 24, 2026

Your Vote is Important—Vote Right Away

We encourage you to read the accompanying proxy statement with care and vote right away using any of the following methods, even if you intend to attend the Annual Meeting webcast. Voting early will help avoid additional solicitation costs and will not prevent you from voting during the Annual Meeting, if you wish to do so.

To vote by Internet or telephone, have the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand and follow the instructions. Internet and telephone voting facilities will close at 11:59 p.m. Eastern Daylight Time on June 8, 2026. If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by Internet or telephone depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank, or nominee. For additional information, please refer to the Questions and Answers About the Annual Meeting and Voting section beginning on page 97.

To be admitted to the virtual meeting, have the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form in hand and visit www.virtualshareholdermeeting.com/OGN2026.

Only shareholders listed on Organon’s records at the close of business on April 14, 2026, the record date, are entitled to vote. A list of shareholders of record as of the record date will be available during regular business hours for 10 days ending on the day before the date of the Annual Meeting at the Office of Corporate Secretary at our corporate headquarters located at 30 Hudson Street, Floor 33, Jersey City, New Jersey 07302.

If you have any questions or need assistance voting your shares, please contact Sodali & Co., our proxy solicitor, by calling 800-662-5200 (or banks and brokers can call collect at 203-658-9400), or by emailing OGN.info@investor.sodali.com.

Table of Contents

This proxy statement 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 about Organon’s environmental, social, and governance goals and all other statements that do not relate solely to historical or current facts. Forward-looking statements may be identified by words such as “will,” “expect,” “may,” “believe,” “mission,” “vision,” “strategy,” “ambition,” “project,” “potential,” “possible,” “probable,” “outcome,” “likely,” “could,” “should,” “estimate,” “anticipate,” “plan,” “intend,” “would,” “seek,” “continue,” “aim,” “strive,” “goal,” “aspire,” “future,” and words of similar meaning. These statements are based upon the current beliefs and expectations of Organon’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. Factors that could cause results to differ materially from those described in the forward-looking statements include our inability to execute upon our ESG strategy within expected time frames or at all, as well as the other factors found in Organon’s filings with the SEC, including Organon’s most recent Annual Report on Form 10-K and subsequent reports, which are available at the U.S. Securities and Exchange Commission’s Internet site (www.sec.gov). Organon undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website and refer the reader to additional information available on our website. The information contained on, or available through Organon’s website, is not and shall not be deemed to be incorporated by reference in this proxy statement.

Proxy Statement Summary

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) for use at the 2026 Annual Meeting of Shareholders of Organon & Co. (“Organon,” the “Company,” “we,” “us,” or “our”). Please review the entire proxy statement and Organon’s 2025 Annual Report on Form 10-K (the “Annual Report”) before voting. The voting items expected to be proposed at the meeting are listed below along with the Board’s voting recommendations.

2026 Annual Meeting of Shareholders

Who We Are

Organon is a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day. With a portfolio of more than 70 products across women’s health and general medicines, which includes biosimilars. Organon is committed to advancing access, affordability, and innovation in healthcare.

We at Organon focus on the following key areas to address health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in more than 140 markets:

We also pursue opportunities to collaborate with biopharmaceutical innovators seeking to commercialize their products by leveraging its global footprint, scale and world‑class commercial capabilities. We believe this strategy supports long-term growth and value creation.

As of December 31, 2025, Organon had more than 10,000 employees worldwide. Organon is headquartered in Jersey City, N.J.

Organon has operated as a standalone public company since June 2021, with its common stock trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “OGN.” Organon common stock is included in the S&P SmallCap 600 index. Organon separated from Merck & Co., Inc., Rahway, N.J., USA (“Merck”) as a result of a pro rata distribution of Organon’s common stock to Merck shareholders, which we refer to as the “spinoff.”

Executive Compensation Highlights (Page 51)

The Talent Committee oversees our executive compensation program, which is designed to support our executive compensation philosophy and objectives, align executive pay with shareholder interests and promote our ongoing business strategy. The Talent Committee will review and consider modifications to our executive compensation program to reflect our business strategy, performance, and evolving corporate governance practices.

Our executive compensation practices demonstrate our commitment to responsible pay and governance principles. For additional information on the components of our 2025 executive compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 51.

Say-on-Pay Advisory Vote (Page 54)

In 2025, shareholders demonstrated their support for our executive compensation program with approximately 78% of the votes cast voted in favor of the say-on-pay proposal. Consistent with Organon’s strong interest in shareholder engagement and our pay-for-performance approach, the Talent Committee continues to evaluate and refine our executive compensation program to promote alignment between the respective interests of our executives and shareholders.

We ask that our shareholders approve, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) as further described in Proposal 2 on page 45.

Corporate Governance Highlights (Page 8)

We actively monitor our corporate governance practices to ensure we continue to manage our business in accordance with high standards of ethics, business integrity, and corporate governance. Our corporate governance practices empower the Board to set objectives and oversee performance, and strengthens the accountability of the Board and management. For this reason, we devote considerable time and resources with the aim of ensuring that:

● our policies reflect our values and business goals;

● we operate in an open, honest, and transparent way; and

● we have an effective corporate governance structure.

We highlight some significant aspects of our corporate governance practices and policies below.

Our Director Nominees (Page 32)

Our Board is composed of directors with a broad range of expertise, skills, experience, and perspectives that provide strong oversight and strategic direction required to govern our business and strengthen and support senior management. As illustrated below, our directors consist of individuals with expertise in fields that align with Organon’s business and long-term strategy and reflect the Board’s commitment to diverse perspectives and viewpoints. 70% of our directors are women, 30% are men, 50% self-identify as racially or ethnically diverse, and 50% self-identify as White.

The following chart provides summary information about each director nominee. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 32.

● = Committee Chair ● = Committee Member

Director Qualifications and Expertise

Our directors are responsible for overseeing the Company’s business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experiences. We believe the Board is well-rounded, with a balance of relevant perspectives and experience, as illustrated by the following chart.

Under Delaware law, the Board has the legal responsibility for overseeing the management of Organon and its business. The Board’s primary duty is to represent and act in the best interests of our shareholders. To that end, the Board selects the CEO (or Interim CEO) and oversees the senior management team, which is authorized to conduct Organon’s daily business.

The Board has adopted corporate governance principles (the “Principles of Corporate Governance”) that, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Board committee charters, form the governance framework for the Board and its committees. The Principles of Corporate Governance cover a wide range of subjects, including the role and composition of the Board; functioning of the Board and Board committees; director qualifications; overboarding, resignation, and retirement age policies; director compensation; share ownership guidelines; succession planning; evaluation of the CEO (or Interim CEO); director orientation and continuing education; Board, committee, and director performance evaluations; and shareholder engagement.

The Principles of Corporate Governance and Board committee charters are reviewed by the Board and its committees at least annually and amended, as appropriate, in response to changing legal, regulatory and stock exchange listing requirements, evolving best practices and the perspectives of our shareholders and other constituents.

In addition, as part of our ethics and compliance program, our Board has approved a Code of Conduct, which is available on our website at www.organon.com/about-organon/mission-vision-and-values/code-of-conduct. The information contained, on or accessible through, our website does not constitute a part of this proxy statement and is not incorporated herein by reference.

Board’s Role in Strategic Planning

The Board — acting both as a whole and through its four standing committees — is fully engaged and involved in Organon’s strategic planning process. Each director has an obligation to keep informed about Organon’s business and strategies, so he or she can provide oversight and guidance to management in formulating and developing plans and make informed decisions on matters of importance to Organon.

The Board’s oversight and guidance are inextricably linked to the development and review of Organon’s strategic plan. By exercising sound and independent business judgment on the strategic issues important to Organon’s business, the Board sets the direction for Organon's long-term success.

Board Oversight of Risk

The Board’s oversight of Organon’s risk is an important component of the Board’s engagement on strategic planning, and the Board has two primary methods of overseeing risk. The first method is through Organon’s Enterprise Risk Management (“ERM”) process, which enables Board oversight of the most significant risks facing Organon. The second method is through the functioning of the four standing committees of the Board

— the Talent Committee, the Audit Committee, the Environmental, Social and Governance Committee (“ESG Committee”) and the Portfolio Development Committee.

Management has established the ERM process to facilitate a complete enterprise-wide approach to evaluating risk over the following six distinct risk areas, with overlapping responsibilities:

The goal of the ERM process is to provide an ongoing effort, implemented across Organon and aligned to its stated values and goals to act ethically, to identify and assess risk and to monitor risk and take agreed-upon mitigating actions. If the ERM process identifies a material risk, it is elevated to the Executive Leadership Team for review and then to the Board for review as part of our ERM update. The Audit Committee periodically reviews the ERM process to evaluate whether it is sufficiently robust and functioning effectively.

Each Board committee oversees specific areas of risk relevant to the committee through direct interactions with the Executive Leadership Team, the heads of business franchises, and/or compliance and corporate functions. A committee may address risks directly with management or, where appropriate, may elevate a risk for consideration by the Board or another Board committee. The following are examples of Board committees’ responsibilities in risk oversight:

· The Audit Committee has primary responsibility for overseeing Organon’s risk-management program relating to cybersecurity, although the Board participates in periodic reviews, tabletops and discussion dedicated to cyber risks, threats, and protections, as discussed under Board Oversight of Information Security, including Cybersecurity and Data Privacy. The Audit Committee also oversees risk relating to finance, business integrity, compliance, and internal controls, disclosure controls, and related financial reporting through its interactions with the Chief Financial Officer, the General Counsel, the Chief Information Security Officer, the Chief Ethics and Compliance Officer, the Corporate Controller, and the Head of Internal Audit.

· The Talent Committee has risk oversight responsibilities over our policies and practices with respect to our executive compensation program. Consistent with applicable NYSE Listing Standards, the Talent Committee also reviews the compensation of our CEO (or Interim CEO) as well as the compensation of our other executive officers. The Talent Committee also has oversight of Organon’s programs, policies, and practices related to its management of human capital resources, including diversity of talent and experiences.

· The ESG Committee oversees Organon’s corporate governance, including the practices, policies, and procedures of the Board and its committees, considers the size, structure, and needs of the Board, reviews possible candidates for the Board, recommends director nominees to the Board for approval, and plays a role in ESG-related risk and compliance oversight.

The ERM process and Board committee approach to risk management leverages the Board’s leadership structure to enable the Board’s oversight of risk on both an enterprise-wide approach and through specific areas of competency.

Board Oversight of Information Security, Including Cybersecurity and Data Privacy

Our Audit Committee has primary responsibility for overseeing our risk-management program relating to cybersecurity, although the Board participates in periodic reviews, tabletop exercises and discussions dedicated to cyber risks, threats, and protections. Our information security and privacy programs provide that the Board receives an annual report from our Chief Information Security Officer and Chief Ethics and Compliance Officer to discuss our program for managing information security risks, including data security risks, the risk of cybersecurity incidents and, if applicable, remediation of any potential cybersecurity incidents. The Audit Committee also receives regular briefings on both information security and data privacy from the Chief Information Security Officer and Chief Ethics and Compliance Officer, respectively, and meets at least annually with our Chief Information Security Officer regarding our information technology. The Audit Committee receives periodic updates regarding our cybersecurity risk management program, and reports to the Board on the principal risks facing us and the steps being taken to manage and mitigate these risks. Both the Board and the Audit Committee receive periodic reports on our cyber readiness, security controls and our cybersecurity investments. In addition, our directors are apprised of incident simulations and response plans, including for cyber and data breaches. For additional information, please see “Item 1C. Cybersecurity” included in our Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026.

Information Security, Privacy and Cybersecurity Risk Management Programs Highlights

Independence of Directors

The Principles of Corporate Governance require a substantial majority of our directors to be independent. In making independence determinations, the Board observes all relevant criteria established by the SEC and the NYSE. The Board considers all relevant facts and circumstances in making a director independence determination.

To be considered independent, a director must meet the bright-line independence tests established by the NYSE, and the Board must affirmatively determine that the director has no direct or indirect material relationship with Organon.

The Board also rigorously considers the heightened independence requirements for members of the Audit Committee and the Talent Committee. The ESG Committee reviews the Board’s approach to determining director independence periodically and recommends changes, as appropriate, for consideration and approval by the Board.

Independence Determinations

The Board has determined that each of Organon’s current directors and nominees, except for our Executive Chair, Carrie S. Cox —namely, Robert Essner, Alan Ezekowitz, M.D., Ph.D., Helene Gayle, M.D., M.P.H., Rochelle B. Lazarus, Deborah Leone, Philip Ozuah, M.D., Ph.D., Cynthia M. Patton, Grace Puma, Ramona Sequeira and Shalini Sharp—are independent under the NYSE Listing Standards. All members of the Board’s Audit Committee, Portfolio Development Committee, Talent Committee, and ESG Committee are independent under these standards, and all members of the Audit Committee and Talent Committee meet the enhanced independence requirements for audit committee members and compensation committee members, respectively, in the NYSE Listing Standards.

In making these determinations, the Board considered relationships that exist between Organon and other organizations where each director serves, as well as the fact that in the ordinary course of business, transactions may occur between such organizations and Organon or one of our subsidiaries. The Board also evaluated whether there were any other facts or circumstances that might impair a director’s independence.

Related Person Transactions

Related Person Transaction Policies and Procedures

The Board has adopted written Related Person Transaction Policies and Procedures (the “Related Person Policy”). The Related Person Policy, which is administered by the Audit Committee, governs the review, approval, ratification, or disapproval by the Audit Committee of transactions between us or any of our subsidiaries and any “related person” in which the amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $100,000 and in which one or more of such related persons has a direct or indirect material interest. The Related Person Policy defines a “related person” to include anyone who served as a director, director nominee, or executive officer since the beginning of Organon’s last fiscal year, any greater than 5% shareholder, or any immediate family member of any of those persons.

Pursuant to the Related Person Policy, management will provide the Audit Committee all material information relevant to transactions that require the Audit Committee’s approval. In approving or disapproving any such transaction, the Audit Committee will consider all relevant factors, including, as applicable, Organon’s business rationale for entering into the transaction, the alternatives to entering into the transaction, whether the transaction is on terms comparable to those generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and the potential for the transaction to lead to an actual or apparent conflict of interest. Any member of the Audit Committee who is deemed a related person with respect to a transaction under review will not be permitted to participate in the discussion or approval of the transaction.

The Audit Committee will review and assess ongoing related person transactions as necessary throughout the duration of their term, but no less than annually, to help ensure that the transactions are in compliance with any Audit Committee guidelines and the transactions remain fair and reasonable to Organon and consistent with the interests of Organon and its shareholders.

Certain Related Person Transactions

Each director, director nominee and executive officer of Organon is required to annually complete a Director & Officer (“D&O”) Questionnaire. The D&O Questionnaire requests, among other things, information regarding whether any director, director nominee, executive officer, or their immediate family members had an interest in any related person transaction or proposed transaction with Organon or its subsidiaries or has a relationship with a company that has entered or proposes to enter into such a transaction.

After review of the D&O Questionnaires by the Office of Corporate Secretary, the responses are collected, summarized, and distributed to responsible areas within Organon to identify any potential related person transactions. All relevant relationships and any transactions, along with payables and receivables, are compiled for each person and affiliation. Management submits a report of the affiliations, relationships, transactions, and appropriate supplemental information to the Audit Committee for its review. Based on this information, the Audit Committee has determined that since January 1, 2025, there have been no transactions that require disclosure under Item 404(a) of SEC Regulation S-K.

Board Leadership Structure

Ms. Cox previously led the Board as Independent Chair since the spinoff. In October 2025, in connection with the former CEO’s resignation and Mr. Morrissey's appointment as Interim CEO, the Board reviewed the leadership structure and decided to appoint Ms. Cox as Executive Chair for an interim period. In making that determination, the Board believed Ms. Cox's unique experience would be helpful in guiding the Company and Mr. Morrissey, a first-time Interim CEO, on a day-to-day basis, and that the Board's continued independent leadership could be accomplished by establishing the position of Lead Independent Director. In light of Ms. Cox’s management responsibilities as Executive Chair, the Board determined that she no longer qualified as an independent director. When appointing Mr. Essner as Lead Independent Director, the independent directors of the Board considered his extensive pharmaceutical experience and role as Chair of the ESG Committee. Based on those considerations, they determined that Mr. Essner is well positioned to provide constructive, independent guidance to management.

The responsibilities of the Executive Chair and Lead Independent Director include, but are not limited to, the following:

Board Meetings and Committees

Under the Principles of Corporate Governance, directors are expected to attend regular Board meetings, applicable Board committee meetings, and the annual meetings of shareholders. All directors attended at least 75% of the meetings of the Board and of the Board committees on which they served in 2025. Organon held its 2025 annual shareholder meeting on June 10, 2025. Nine of the eleven directors then serving on the Board attended the 2025 Annual Meeting of Shareholders.

The Board met 10 times in 2025 and the independent directors of the Board met in 13 executive sessions in 2025. Until October 26, 2025, Ms. Cox, who was Chairman of the Board, presided over the executive sessions. Following Ms. Cox's appointment as Executive Chair on October 26, 2025, Mr. Essner, who was appointed as Lead Independent Director at that time, presided over the independent executive sessions.

The Board’s four standing committees, each of which is made up solely of independent directors, are the Audit, ESG, Talent and Portfolio Development Committees. In addition, the Board may from time to time establish other committees to focus on particular issues as the need arises. All standing committees are governed by Board-approved charters, which are available on our website at https://www.organon.com/about-organon/leadership/corporate-governance/. Each committee evaluates its performance and reviews its charter annually. Additional information about the committees is provided on the following pages. Following her appointment to Executive Chair, Ms. Cox was no longer considered an independent director under NYSE Listing Standards and therefore stepped down from all Board committees with an independence requirement, including the Talent Committee for which she served as Chair. The primary functions, current committee leadership and membership, and the number of meetings each committee held in 2025 are further described beginning on page 14.

Our Approach to Environmental, Social, and Governance

At Organon, our mission is to deliver impactful medicines and solutions for a healthier every day. We focus on on addressing health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in over 140 countries.

In addition to the governance matters discussed within this proxy statement and the foundational elements that we believe are essential to conducting our business in an ethical and compliant manner, we are proud of our corporate citizenship and sustainability efforts. We have a number of initiatives relating to environmental matters, social investments and governance (often referred to as “ESG” initiatives and programs). The following are focus areas within our ESG initiatives(1):

Importance of ESG at Organon

Building a strong, sustainable and resilient company requires that we consider long-term risks and opportunities presented by social, environmental and governance matters. Successfully navigating these challenges helps to mitigate political, reputational and regulatory risk, drives employee engagement, and enhances our reputation as a responsible partner, all of which help create long-term value for shareholders and other stakeholders. Moreover, by addressing gender-related disparities in health, we are helping to build a more sustainable future for women, families, and society.

ESG Governance at Organon

We have developed practices and policies designed to promote strong Board oversight over the entirety of our ESG program.

Organon’s ESG Strategy

Since its inception in 2021, Organon embarked upon a robust process to develop its ESG strategy. We analyzed leading ESG reporting standards and frameworks including the Sustainability Accounting Standards Board (“SASB”), the Global Reporting Initiative (“GRI”), and the Task Force on Climate-Related Financial Disclosures (“TCFD”), conducted an ESG prioritization assessment, interviewed internal subject-matter experts, engaged our top shareholders, and sought input from a broad base of our employees. This ESG Strategy was refreshed in 2025, given both acceleration of regulatory requirements, U.S. presidential executive orders, and evolution of stakeholder expectations. The Executive Leadership Team, the Audit Committee and the ESG Committee of the Board, both individually and jointly, were consulted regularly during this process, and each approved the final plan, as did the full Board.

The 2024 ESG Report, our latest report published in August 2025, includes detailed disclosures around our progress against our ESG goals and targets as well as our TCFD index. Furthermore, we submitted our next CDP Climate and Water reports. These enhanced disclosures have resulted in improved scores and rankings by key third-party ESG evaluators, such as ISS, MSCI, and Morningstar Sustainalytics.

In March 2023, we launched a three-year initiative called “Her Plan is Her Power.” This programming builds on our efforts to help reduce unplanned pregnancies and empower women and girls through a global collaboration with UNFPA, the United Nations sexual and reproductive health agency, that is focused on innovation, education, and advocacy; a global grants program that focuses on providing resources to help women and girls take control of their reproductive health; and new U.S. programming with NGOs to expand access to education, products, and other resources. These efforts contribute to our ESG goal of preventing 120 million unplanned pregnancies by reaching 100 million women and girls with affordable access to contraceptive options. At the end of 2024, we had reached approximately 76 million women with access to our contraceptive products since the beginning of the initiative.

In March 2026, Organon launched its “Her Health Program,” focused on driving innovation, education and access for women’s health issues, focusing especially on those disease and health areas, where women are impacted uniquely, differently or disproportionately. We are currently evaluating grant applications and will make separate announcements in due course about the initiatives selected.

For more information about Organon’s ESG strategy and initiatives, please review our 2024 data published in our 2025 ESG Report, which is available on our ESG microsite at www.organon.com/about-organon/environmental-social-governance.

Criteria for Board Membership and Director Nomination Process

The ESG Committee is responsible for screening and nominating director candidates to be considered for election by the Board. As part of this process, the ESG Committee considers the composition of the Board at the time, including the depth of experience, balance of professional skills, expertise, and diversity of perspectives and viewpoints represented by its members. The ESG Committee evaluates prospective nominees identified on its own initiative as well as candidates recommended by other Board members, management, shareholders, or search consultants. In 2025, the ESG Committee retained a global executive search firm to assist in identifying and evaluating potential director candidates. In that capacity, the search firm helped develop and refine candidate profiles based on the Board’s desired qualifications and experience, identified potential candidates for the ESG Committee’s consideration, performed preliminary candidate outreach and screening, conducted reference and background checks, as appropriate, and assisted with the coordination of candidate interviews with Board members and the overall search process.

Individual Experience, Qualifications, Attributes, and Skills

The ESG Committee evaluates the composition of the Board annually to assess whether the skills, experience, characteristics, and other criteria established by the Board are currently represented on the Board as a whole, and in individual directors, and to assess the criteria that may be needed in the future in light of Organon’s anticipated needs. The Board should have a balanced membership, with representation of relevant areas of experience, types of expertise, and backgrounds. These include pharmaceutical industry expertise, global management experience, marketing, sales and public relations skills, public company governance expertise, women’s health experience, medical expertise, risk management experience, and financial expertise. The ESG Committee uses this input in its planning and director search process.

As described in the director biographies that follow this section, our directors have experience, qualifications, and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively.

The following chart highlights the key background, experience, and skills the Board considered for qualification and is not intended to be an exhaustive list of our directors’ skills or contributions to the Board. These attributes are amply represented by our directors. Our directors have developed competencies in these skills through education, direct experience, and oversight responsibilities. Further information on each director’s qualifications and relevant experience is provided in the individual biographical descriptions beginning on page 32.