Morrissey Joseph T. Jr. 4
4 · Organon & Co. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Organon (OGN) Interim CEO Joseph Morrissey Receives RSU Award
What Happened
Joseph T. Morrissey Jr., Interim CEO of Organon & Co., was granted 333,889 restricted stock units (RSUs) on March 31, 2026 (an award valued at about $1.90M based on Organon’s $5.70 close on March 30, 2026). On the same date, previously awarded RSUs vested and converted into common stock: 7,795 and 16,789 shares (total 24,584) were converted (reported as derivative-to-stock exercises at $0 exercise price). To satisfy tax withholding obligations, 2,221 and 4,784 shares (total 7,005) were withheld/sold at $5.70 per share, yielding $12,660 and $27,269 (total $39,929).
Key Details
- Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (filed on time).
- New grant: 333,889 RSUs (each represents a right to one share); fair-market value ≈ 333,889 × $5.70 = $1,903,167.30.
- Vested/converted RSUs: 24,584 shares converted to common stock at $0 exercise price (derivative exercises).
- Tax withholding: 7,005 shares withheld to cover taxes at $5.70/share, total $39,929.
- Net shares delivered from the vested RSUs = 24,584 − 7,005 = 17,579 shares (after withholding).
- Relevant footnotes: F1 = $5.70 closing price; F2/F3 = 333,889 RSUs vest in three equal installments on 3/31/27, 3/31/28 and 3/31/29; F4/F5 describe prior RSU grants that vested.
- Shares owned after transaction: not disclosed in the provided excerpt.
Context
- RSUs are awards that convert into shares when they vest; the $0 exercise price and the “M” code reflect conversion of RSUs/derivatives, not an open-market purchase.
- The “F” entries reflect shares withheld/sold to satisfy tax withholding obligations—a routine administrative step, not a discretionary open‑market sale.
- These transactions are awards and vesting activity rather than a signal of a market trade by the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-31+7,795→ 113,338.923 total - Tax Payment
Common Stock
[F1]2026-03-31$5.70/sh−2,221$12,660→ 111,117.923 total - Exercise/Conversion
Common Stock
2026-03-31+16,789→ 127,906.923 total - Tax Payment
Common Stock
[F1]2026-03-31$5.70/sh−4,784$27,269→ 123,122.923 total - Award
Restricted Stock Units
[F2]2026-03-31+333,889→ 333,889 total→ Common Stock (333,889 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-31−7,795→ 0 total→ Common Stock (7,795 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-03-31−16,789→ 33,580 total→ Common Stock (16,789 underlying)
Footnotes (5)
- [F1]This price is the closing market price of Organon & Co. ("Organon") common stock on Monday, March 30, 2026, as required by the plan under which the Restricted Stock Units ("RSU") were awarded.
- [F2]On March 31, 2026, the Reporting Person was granted 333,889 RSUs, with each RSU representing a contingent right to receive one share of Organon common stock. These RSUs will vest and become exercisable in three equal installments on March 31, 2027, March 31, 2028, and March 31, 2029.
- [F3]Each RSU represents a contingent right to receive one share of Organon common stock.
- [F4]On March 31, 2023, the Reporting Person was granted 23,384 RSUs. Two-thirds of such RSUs previously vested, and the remaining one-third vested on March 31, 2026.
- [F5]On March 31, 2025, the Reporting Person was granted 50,369 RSUs. One-third of such RSUs vested on March 31, 2026, with the remaining two-thirds to vest on March 31, 2027 and March 31, 2028.