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): June 10, 2025

Organon & Co.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

The stockholders of Organon & Co. (the “Company”) approved an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan (the “Amended and Restated 2021 ISP”) at the Company’s 2025 Annual Meeting held on June 10, 2025 (the “Annual Meeting”). The Company’s Board of Directors (the “Board”), upon the recommendation of the Talent Committee of the Board, previously approved the Amended and Restated 2021 ISP on April 15, 2025, subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below in this Report under Item 5.07.

The Amended and Restated 2021 ISP increases the number of shares of the Company’s common stock available for issuance thereunder by 7,800,000 shares. The Amended and Restated 2021 ISP also makes other limited revisions that are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), including adding a new requirement that 95% or more of the shares subject to awards granted under the Amended and Restated 2021 ISP have a one-year minimum vesting period, subject to limited exceptions, and providing that shares tendered or withheld by the Company in respect of the exercise price or tax withholding obligations on stock options and stock appreciation rights granted under the Amended and Restated 2021 ISP will no longer be returned to the plan’s share reserve.

The foregoing description of the Amended and Restated 2021 ISP does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated 2021 ISP, which is attached as Appendix B to the Proxy Statement and is incorporated by reference herein as Exhibit 10.1.

On June 10, 2025, the Company held its 2025 Annual Meeting, at which the Company’s stockholders considered five (5) proposals, each of which is described in more detail in the Proxy Statement. There were 259,956,063 outstanding shares entitled to vote and there were 215,273,767 shares present in person or by proxy at the 2025 Annual Meeting, representing approximately eighty-three percent (83%) of the shares outstanding and entitled to vote. The voting results are presented below.

¹ A broker-non vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

(d) Exhibits.

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.

Dated: June 12, 2025