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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): August 5, 2025
Organon
& Co.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-40235 |
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46-4838035 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
incorporation) |
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30
Hudson Street, Floor
33,
Jersey City,
NJ |
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07302 |
(Address and principal executive
offices) |
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(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) |
| ¨ | 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 |
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Trading
Symbol(s) |
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Name of
each exchange on which registered |
Common
Stock, par value $0.01 per share |
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OGN |
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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 August 5, 2025,
Organon & Co. (the “Company”) issued a press release (the “Earnings Release”) regarding
its results for the quarter ended June 30, 2025. 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 7.01 | Regulation FD Disclosure. |
In connection with the
conference call announced in the Earnings Release, on August 5, 2025, the Company made available the Company Information Presentation
relating to its financial results for the quarter ended June 30, 2025. The Company Information Presentation may be accessed within the
investor relations section of the Company’s website, https://www.organon.com. A copy of the Company Information Presentation is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2 attached
hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing or document. The Company Information Presentation 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 August 5, 2025, relating to results
of operations and financial condition. |
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99.2 |
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Company Information Presentation. |
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104 |
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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.
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Organon & Co. |
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By: |
/s/Matthew Walsh |
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Name: |
Matthew Walsh |
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Title: |
Chief Financial Officer |
Dated: August 5, 2025