Message to Our Shareholders

On behalf of Organon’s Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2025 Annual Meeting of Shareholders on Tuesday, June 10, 2025 at 9 a.m. Eastern Daylight Time.

Organon has set itself apart in three years since launch with a portfolio and revenue mix that underscores our commitment to advancing women's health.

In 2024, we reinforced our ambitions to bring forward treatments for conditions that uniquely, differently, or disproportionately affect women and foster long-term value creation.

Throughout the year, we continued to invest in new opportunities - inside and outside of Organon - to complement the many attributes that distinguish us. For example, we completed the acquisition of Dermavant - our largest business development transaction since spin - and are optimistic about the future success that Vtama® (tapinarof) cream 1% will bring to Organon. Vtama is the only non-steroidal topical approved for mild, moderate and severe atopic dermatitis (AD), commonly known as eczema, which impacts more than 26 million people in the U.S. alone - 9.6 million of whom are children. This first-in-class treatment has the potential to bring much-needed relief to adults and children as young as two years of age who are affected by this disease. Introducing the therapy for AD patients reaffirms Organon's commitment to addressing areas of high unmet need.

A clear plan for the way forward

In our brief history, we've differentiated ourselves in life sciences with our competitive strengths - among them, our broad portfolio, global commercial excellence, and expertise in women's health. We're now building on these advantages to help us achieve our long-term top- and bottom-line growth aspirations.

Like many in the life sciences space, we have immediate challenges. For us, this means the 2025 impact from the loss of exclusivity of AtozetTM (ezetimibe and atorvastatin), the maturation of some of our legacy Biosimilars products, and the ongoing impact of a stronger U.S. dollar.

Since 2023, we’ve streamlined our operating model and go-to market strategy to take better advantage of our global commercial and market access expertise. We ramped up this transformation at the end of 2024 to drive a leaner culture in 2025 and beyond. As we think about 2026, we will have the Atozet LOE behind us and will be leveraging the cost savings implemented in 2025. Our aim with these actions is to increase our operational agility and strengthen our connections to customers and patients in all markets we serve with a particular emphasis on growth in the U.S. By further simplifying the way we work, we are more enabled to invest in innovation and maximize free cash flow to pursue impactful business development that have the potential to address the unmet health needs of patients around the world. In all we do, our goal is to support long-term growth and create sustainable shareholder value.

Our leadership team and Board continue to work closely to advance Organon’s growth strategy while maintaining a sharp focus on corporate governance best practices, including effective succession planning and board refreshment. We are pleased to strengthen our Board with the appointment of Ramona A. Sequeira, effective July 1, 2025. Ramona brings extensive pharmaceutical and commercial expertise to our Board, including as president of Takeda's global portfolio division. With this appointment, effective July 1, 2025, our Board will expand to 12 directors.

We’re proud of the company’s approximately 10,000 founders and their commitment and passion for the company. Together, we are poised to further unlock this company's potential in 2025 and beyond.

Thank you for your continued investment and support in Organon.

Sincerely,

Our Business Performance1

Organon delivered strong business results in 2024, our third full year as a standalone company. Revenue grew 2% or 3% at constant currency, with growth across all three franchises. Our vision is to create a better and healthier every day for every woman. As part of our journey to help patients around world, we are maximizing our foundational strengths in Women’s Health, Biosimilars, and Established Brands.

Fiscal Year 2024 Business Performance2

Other highlights from 2024 include2:

· Since spin, we strategically deployed capital with our investments across 11 promising transactions to enhance the revenue growth profile of the company.

· In 2024, the company generated $967 million in free cash flow before one-time costs and returned $297 million in cash dividends to shareholders.

· Organon published our third ESG report, marking significant progress toward our goals. Importantly, Organon is almost halfway toward its goal of reducing 120 million unplanned pregnancies by 2030.

· In October 2024, we completed the acquisition of Dermavant Sciences Ltd. ("Dermavant"), a company focused on innovative immuno-dermatology therapeutics, including their product, Vtama® (tapinarof) cream 1%, for the topical treatment of plaque psoriasis in adults, which was approved by the U.S. Food and Drug Administration ("FDA") in May 2022.

· In December 2024, the FDA approved Vtama for the topical treatment of atopic dermatitis in adults and children two years and older. We received the FDA approval prior to our target action date (PDUFA) of March 12, 2025.

· Our Women’s Health franchise grew 5% at constant currency.

· Our lead product, Nexplanon® (etonogestrel implant), a Long-Acting Reversible Contraceptive (LARC), grew 17% – its best year yet – and retained its market leadership in the U.S. LARC market.

· Jada® system revenue grew to $61 million in 2024, and the team celebrated 100,000 units shipped since launch. Over 90% of the largest birthing hospitals in the U.S. now stock Jada.

· Our Biosimilars franchise grew 12% at constant currency, marking its third consecutive year of double-digit growth.

· Hadlima® (adalimumab-bwwd) - our biosimilar for Humira3 - continued to grow in 2024 since our July 1, 2023 launch in the U.S.

· Our Established Brands franchise delivered revenue growth of 2% at constant currency, reflecting volume growth in the base business, contributions from the recent licensing of Emgality4 (galcanezumab-gnlm) from Eli Lilly, and revenues from Vtama.

To Organon Shareholders:

You are cordially invited to the Annual Meeting of Shareholders of Organon & Co. to be held on Tuesday, June 10, 2025, 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/OGN2025. 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 25, 2025.

Items of Business:

· Election of the eleven directors named in the accompanying proxy statement to hold office for a one-year term until the 2026 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 2025;

· Consider and act upon a shareholder proposal requesting adoption of a director election resignation guideline, if properly presented at the meeting; 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 25, 2025

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 9, 2025. 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 100.

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/OGN2025.

Only shareholders listed on Organon’s records at the close of business on April 14, 2025, 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 management’s expectations about Organon’s ESG strategy, and the expected benefits of Organon’s ESG efforts, Organon’s future financial performance and prospects, including those relating to Organon’s efficiency and cost saving initiatives, and Organon’s ability to meet its long-term growth targets, create sustainable shareholder value, and execute on its growth strategy. Organon’s ability to drive profitable growth, remain disciplined with respect to operating costs, and invest in new opportunities that complement Organon’s strengths. Forward-looking statements may be identified by words such as “goal,” “ambition,” “potential,” “aspiration,” “aim,” “target,” “strategy,” “vision,” “ambition,” “aspire,” “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “opportunity,” “continue,” “will” 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.

Risks and uncertainties include, but are not limited to, an inability to execute upon our ESG strategy within expected timeframes, if at all; macroeconomic factors; the impact of multiple, conflicting and changing laws, executive orders and directives, and regulations such as privacy regulations, tax laws, tariffs, employment laws, regulatory requirements; government funding allocation processes, and other governmental approvals, permits and licenses; trade protection measures and import or export licensing requirements, including the imposition of tariffs, trade sanctions or similar restrictions by the United States or other governments; the uncertainty of the clinical trial and regulatory approvals during the expected timeframe, if at all; an inability to adapt to the industry-wide trend toward highly discounted channels; difficulties implementing or executing on Organon’s acquisition strategy, difficulties integrating such acquisitions (including its recent acquisition of Dermavant Sciences Ltd.) or any other failure to recognize the benefits of such acquisitions; changes in tax laws or other tax guidance that could adversely affect our cash tax liability, effective tax rates, and results of operations and lead to greater audit scrutiny; expanded brand and class competition in the markets in which the company operates; global tensions, which may result in disruptions in the broader global economic environment; governmental initiatives that adversely impact our marketing activities, particularly in China; volatility in our stock price; political and social pressures, or regulatory developments, that adversely impact demand for, availability of, or patient access to contraception or fertility products; recent United States Supreme Court decisions and other developments impacting regulatory agencies and their rule making, including related financial market reactions, tax planning and international trade practices; difficulties with performance of third parties we rely on for our business growth; the failure of any supplier to provide substances, materials, or services as agreed; the increased cost of supply, manufacturing, packaging, and operations; difficulties developing and sustaining relationships with commercial counterparties; competition from generic products as our products lose patent protection; any failure by us to obtain an additional period of market exclusivity in the United States for Nexplanon subsequent to the expiration of the rod patents in 2027; as well as the continued impact of our loss of data exclusivity for Atozet™ (ezetimibe and atorvastatin); disruptions at the U.S. Food and Drug Administration, the U.S. Securities and Exchange Commission (the “SEC”) and other U.S. and comparable foreign government agencies; pricing pressures globally, including rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement and pricing in general; an inability to fully execute on our product development and commercialization plans in the United States, Europe, and elsewhere internationally; the failure by us or our third party collaborators and/or their suppliers to fulfill our or their regulatory or quality obligations; the impact of higher selling and promotional costs; the evolving legal and regulatory landscape around, as well as investor perceptions of, corporate citizenship and sustainability matters; and the impact of cyberattacks or other events that may affect Organon’s information technology systems or those of third parties. 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 Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent SEC filings, available at the SEC’s website (www.sec.gov). In addition, our environmental, social and governance (“ESG”) goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.

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 2025 Annual Meeting of Shareholders of Organon & Co. (“Organon,” the “company,” “we,” “us,” or “our”). Please review the entire proxy statement and Organon’s 2024 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.

2025 Annual Meeting of Shareholders

Who We Are

Organon is a global healthcare company formed with the primary vision to improve the health of women. We are the only global company of our size focused primarily on women’s health. Organon has a portfolio of more than 70 medicines and products across a range of therapeutic areas.

We focus on three key areas to achieve our vision of a better and healthier every day for every woman:

Led by the women’s health portfolio, coupled with an expanding biosimilars business and a stable franchise of established medicines, Organon’s products produce strong cash flows that enable our ability to invest in innovation and future growth opportunities. In addition, Organon is pursuing opportunities to collaborate with biopharmaceutical innovators looking to commercialize their products by leveraging its scale and presence in fast growing international markets.

Organon has a global footprint with significant scale and geographic reach, and world-class commercial capabilities. As of December 31, 2024, Organon had over 10,000 employees worldwide and is headquartered in Jersey City, New Jersey.

On June 2, 2021, Organon separated from Merck & Co., Inc., Rahway, NJ, USA as a result of a pro rata distribution of Organon’s common stock to shareholders of Merck. We refer to this transaction as the “spinoff.” Since 2021, Organon has been a standalone public company with common stock trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “OGN.” Organon is also a member of the S&P SmallCap 600 index.

Executive Compensation Highlights (Page 52)

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 2024 executive compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 52.

Say-on-Pay Advisory Vote (Page 55)

In 2024, shareholders demonstrated their support for our executive compensation program with approximately 84% 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 an advisory basis, the compensation of our named executive officers (“NEOs”) as further described in Proposal 2 on page 47.

Corporate Governance Highlights (Page 9)

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 33)

Our directors possess broad expertise, skills, experience, and perspectives to provide the strong oversight and strategic direction required to govern Organon’s business and strengthen and support senior management. As illustrated by the following charts, 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.

As previously disclosed in our Current Report on Form 8-K filed on April 15, 2025, our Board approved the appointment of Ramona A. Sequeira, President of the U.S. Business Unit and Global Portfolio Commercialization at Takeda Pharmaceuticals Company (Takeda), to the Board, effective July 1, 2025. Ms. Sequeira, age 59, has over 30 years of pharmaceutical industry experience through her work with Takeda and, prior to that, between 2003 and 2015, with Eli Lilly and Company in roles with increasing responsibility. She is a proven commercial leader with a steadfast commitment to building strategies around the needs of patients and a track record of strong execution across global markets including the USA, Europe and Emerging Markets. She also serves on the board of Edwards Lifesciences Corporation. Because Ms. Sequeira's appointment is not effective until after this Annual Meeting, she is not standing for election at this Annual Meeting and, therefore, is not included in the statistics that are being presented regarding our director nominees. However, we included her biography here to provide our shareholders with a full picture of our Board composition once Ms. Sequeira joins the Board, at which time the size of the Board will automatically increase to 12 directors pursuant to a previously approved Board action.

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 33.

● = 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 and oversees the senior management team, who 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; 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.

Risk Oversight

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 CEO and 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 CEO, 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 Ethics and Compliance Officer, the 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 our CEO's compensation 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 discussion 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, 2024 filed with the SEC on February 28, 2025.

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 directors, with the exception of our CEO, Kevin Ali—namely, Carrie S. Cox, 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, 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 addition, the Board has determined that Ramona A. Sequeira, who has been appointed to the Board effective July 1, 2025, is independent under the NYSE Listing Standards. The Board previously determined that Martha E. McGarry, who served as a director until December 4, 2024, and Ma. Fatima de Vera Francisco, who served on the Board until June 4, 2024, were independent under the NYSE Listing Standards during the time they served on the Board.

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, 2024, there have been no transactions that require disclosure under Item 404(a) of SEC Regulation S-K.

Board Leadership Structure

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 2024, except Dr. Helene Gayle who attended less than 75% of Board and committee meetings due to an unforeseen medical illness. Organon held its 2024 annual shareholder meeting on June 4, 2024. All thirteen directors then serving on the Board attended the 2024 annual meeting of shareholders.

The Board met six times in 2024 and the independent directors of the Board met in six executive sessions in 2024. Ms. Cox, Chairman of the Board, presided over the 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 from time to time may 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. Our CEO, Mr. Ali, is not an independent director under NYSE Listing Standards and is therefore not a member of any standing Board committee with an independence requirement. The primary functions, current committee membership and the number of meetings each committee held in 2024 are further described on pages 15-18.

Our Approach to Environmental, Social, and Governance

At Organon, our vision is to create a better and healthier every day for every woman. Our mission is to deliver impactful medicines and solutions for a healthier every day. We focus on the ESG and sustainability issues that matter most to our business, our stakeholders and women around the world.

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, there are focus areas within our ESG strategy that demonstrate our commitment to being a purpose-driven company1: