Organon & Co 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______Commission File No. 001-40235 Organon & Co. (Exact name of registrant as specified in its charter) 46-4838035 Delaware (I.R.S. Employer Identification No.) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the closing price atwhich the Common Stock was sold as of the end of the second fiscal quarter ended June 30, 2025, was approximately $2.5 billion.The number of shares of Common Stock outstanding as of the close of business on February 17, 2026: 260,315,650DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III will be incorporated by reference from the Registrant’s definitive proxy statement for its2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which will be filed pursuant to Regulation 14A with the United StatesSecurities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year to which this report relates. Table of Contents Part IItem 1. Business3Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments38Item 1C. Cybersecurity39Item 2. Properties40Item 3. Legal Proceedings40Item 4. Mine Safety Disclosures40Part II40Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities40Item 6. [ Reserved ]41Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk57Item 8. Financial Statements and Supplementary Data57Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures106Item 9A. Controls and Procedures106Item 9B. Other Information108Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections108Part III109Item 10. Directors, Executive Officers and Corporate Governance109Item 11. Executive Compensation109Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13. Certain Relationships and Related Transactions, and Director Independence109Item 14. Principal Accounting Fees and Services109Part IV109Item 15. Exhibits, Financial Statement Schedules109Item 16. Form 10