Organon : 2024 Annual Meeting of Shareholders

2024 Notice of Annual

Meeting of Shareholders

and Proxy Statement

Message to Our Shareholders

On behalf of Organon's Board of Directors and Executive Leadership Team, we are pleased to invite you to our 2024 Annual Meeting of Shareholders on Tuesday, June 4, 2024 at 9 a.m.

In the two years since Organon's launch, we've built a profitable company that is helping patients around the world and advancing an important global vision - a better and healthier every day for every woman. We feel energized by the foundation we're building today as well as Organon's prospects for the future.

2023 was a critical year that showed that we continue to have the right strategy to deliver value to our shareholders and all our stakeholders - one defined by solid growth across all our geographies and franchises. We made important progress in expanding access to existing solutions and bringing to market new solutions for unmet health needs. Our financial performance enabled us to return $294 million in cash dividends to shareholders in 2023.

Throughout last year, we continued our strategic focus on expanding the definition of women's health, by advancing our pipeline and through new business development. A highlight was our new commercialization partnership in Europe with Eli Lilly for two medicines for migraine, a condition that disproportionately affects women. This partnership further bolsters our offerings to women while also aligning with our existing therapeutic and geographic capabilities.

Our company and our commitment to help tackle the unmet health needs of women is being recognized. Importantly, we are nearly halfway to our goal to help prevent 120 million unplanned pregnancies by 2030. In 2023, we launched "Her Plan is Her Power," an initiative that builds on and accelerates this important work, focusing on global action as well as community-led responses.

Building on our strong foundation

We enter 2024 with strong momentum, and a clear roadmap for again delivering low single-digit revenue growth, with an aim to drive growth in profitability measures even faster. Our focus now is to build on the strong foundation we set in 2023 by driving profitable growth, remaining disciplined on operating costs, and investing in new opportunities - inside and outside our business - that complement our strengths.

Importantly, we are well-positioned to move beyond incurring many of the one-time costs related to standing up the company. One notable example is our global Enterprise Resource Planning system, which we expect to complete the implementation of this year, increasing our efficiency and agility as we move forward.

Looking ahead, we are poised to further unlock this company's great potential for 2024 and beyond. Our leadership team and Board continue to work closely to advance Organon's growth strategy. And we're proud of the company's approximately 10,000 founders and their commitment and passion for the company.

Thank you for your continued investment in Organon and support of our global vision. We're confident that we have the right strategy and team in place to seize the many opportunities in front of us as we remain here for her health.

Sincerely,

Carrie Cox	Kevin Ali
Carrie S. Cox	Kevin Ali
Chairman of the Board	Chief Executive Officer

We feel energized by the foundation we're buidling today as well as Organon's prospects for the future."

i	2024 Proxy Statement

Business Overview

Our Business Performance1

Organon delivered strong business results in 2023, our second full year as a standalone company. Revenue grew 3% excluding the impact of foreign exchange. 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, while selectively expanding our therapeutic areas through business development.

Fiscal Year 2023 Business Performance

$6.3B		$1.9B		$4.14
Full year revenue		Adjusted EBITDA		Non-GAAP Adjusted Diluted EPS

Women's Health			Biosimilars
		3%			24%
Other highlights from 2023 include2:

Established Brands

2%

• Since spin, we strategically deployed capital with our investment of over half a billion dollars across 9 promising transactions to drive future revenue growth.
• In 2023, the company generated $940 million in free cash flow before one-time costs and returned $294 million in cash dividends to shareholders. We proactively retired $250 million of debt in addition to normally scheduled amortization payments.
• Organon published our second ESG report, marking significant progress toward our goals. Importantly, Organon is almost halfway toward its goal of reducing 120 million unplanned pregnancies by 2030.
• Our Women's Health franchise grew 3%.
• • Our lead product, Nexplanon® (etonogestrel implant), a Long-Acting Reversible Contraceptive (LARC), achieved market leadership in the U.S. LARC market
  • Our fertility portfolio grew 9%, driven by the U.S., China, and our LAMERA region
  • Jada® system more than doubled revenue ex-FX
  • Marvelon™3 (desogestrel and ethinyl estradiol pill) and Mercilon™3 (desogestrel and ethinyl estradiol pill) together grew 24%, their second year of strong double digit growth
  • We launched Xaciato® (clindamycin phosphate vaginal gel, 2%), an FDA-approved treatment for bacterial vaginosis in females 12 years and older
• Our Biosimilars franchise grew 24%, marking its third consecutive year of double-digit growth.
• • Hadlima® (adalimumab-bwwd)- our biosimilar for Humira4 - grew strongly in 2023 since our July 1, 2023 launch in the U.S., and through Q1 2024 is the leading Humira biosimilar in the U.S.
  • Double digit growth in both Renflexis® (infliximab-abda) and Ontruzant® (trastuzumab-dttb)
• Our Established Brands franchise delivered revenue growth of 2%, demonstrating the durability of the portfolio with a second consecutive year of growth.
• 1. For further explanation of the below non-GAAP measures versus non-GAAP results and a reconciliation to the most directly comparable U.S. GAAP measure, please refer to Appendix A.
  2. All growth rates are excluding the impact of foreign exchange translation.
  3. Only available outside the U.S.
  4. Humira is a trademark registered in the U.S. in the name of Abbvie Biotechnology Ltd.

ii	2024 Proxy Statement

Notice of 2024 Annual Meeting of Shareholders

To Organon Shareholders:

You are cordially invited to the Annual Meeting of Shareholders of Organon & Co. to be held on Tuesday, June 4, 2024, 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/ OGN2024. 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, 2024.

Items of Business:

• Election of the four Class III directors named in the accompanying proxy statement to hold office for a one-year term until the 2025 Annual Meeting of Shareholders;
• Approval, on a non-binding advisory basis, of the compensation of our named executive officers;
• Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024; 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

Kirke Weaver

General Counsel and Corporate Secretary

April 25, 2024

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.

BY INTERNET	www.proxyvote.com
BY PHONE	In the U.S. or Canada, dial toll-free
	1-800-690-6903
BY QR CODE	Scan this QR code to vote with your
	mobile device (may require free app)
BY MAIL	If you received printed copies of the proxy
	materials, cast your ballot, sign your proxy
	card or proxy voting instruction form and
	send back using the in our prepaid
	envelope and send in our prepaid
	envelope

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 4, 2024:

The Notice of Annual Meeting of Shareholders, proxy statement, and Organon's 2023 Annual Report on Form 10-K are available free of charge at www.proxyvote.com.

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 3, 2024. 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 88.

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/OGN2024.

Only shareholders listed on Organon's records at the close of business on April 8, 2024, 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 Morrow Sodali LLC, our proxy solicitor, by calling 800-662-5200 (or banks and brokers can call collect at 203-658-9400), or by emailing [e-mail].

2024 Proxy Statement

Table of Contents

Message to Our

Shareholders . . . . . . . . . . . . . . . . . . i

Business Overview . . . . . . . . . . . . ii

Forward-Looking

Statements . . . . . . . . . . . . . . . . . . . . 1

Proxy Statement Summary . . 2

Corporate Governance . . . . . . . 9

Board's Role in Strategic Planning . . . . . . . . . . . . . . . . . . . . . 9

Risk Oversight . . . . . . . . . . . . . . . 9

Board Oversight of

Information Security,

Including Cybersecurity and

Data Privacy . . . . . . . . . . . . . . . . . 11

Independence of

Directors . . . . . . . . . . . . . . . . . . . . . 11

Related Person

Transactions . . . . . . . . . . . . . . . . . 12

Board Leadership

Structure . . . . . . . . . . . . . . . . . . . . . 13

Board Meetings and Committees . . . . . . . . . . . . . . . . . 13

Our Approach to Environmental, Social, and Governance . . . . . . . . . . . . . . . . . . 17

Criteria for Board Membership and Director Nomination Process . . . . . . . . . 19

Management Succession Planning . . . . . . . . . . . . . . . . . . . . . 23

Board Succession

Planning . . . . . . . . . . . . . . . . . . . . . 24

Annual Board, Committee,

and Individual Director

Evaluations . . . . . . . . . . . . . . . . . . 24

Shareholder Engagement

and Feedback . . . . . . . . . . . . . . . 25

Shareholder Communications with the Board . . . . . . . . . . . . . . . . . . . . . . . . 25

Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . 26

Share Ownership

Information . . . . . . . . . . . . . . . . . . . . 27

Proposal 1
Election of Directors	30
Director Compensation	43

Proposal 2
Approval, on a Non-Binding
Advisory Basis, of the
Compensation of Organon's
Named Executive Officers	45
Our Executive Officers	46
Compensation Discussion
and Analysis	50
Talent Committee Report	65
Executive Compensation	66
2023 Summary
Compensation Table	66
2023 Grants of Plan-Based
Awards Table	68
Outstanding Equity Awards at
2023 Fiscal Year-End Table . . . . 69
2023 Option Exercises and
Stock Awards Vested Table . . . 73
2023 Nonqualified Deferred
Compensation Table	73
2023 Pension Benefits
Table	74
Potential Payments Upon
Termination or Change in
Control	74
CEO Pay Ratio	78
Pay vs. Performance	79
Equity Compensation Plan
Information	84
Proposal 3
Ratification of the
Appointment of
PricewaterhouseCoopers LLP as
Organon's Independent
Registered Public Accounting
Firm for 2024	85
Fees for Services Provided by
the Independent Registered
Public Accounting Firm . . . . . . . 85
Pre-Approval Policy for
Services of Independent
Registered Public Accounting
Firm	86
Audit Committee Report	87
Questions and Answers About
the Annual Meeting and
Voting	88

Shareholder Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . 94

Other Matters . . . . . . . . . . . . . . . . . . 95 Appendix A . . . . . . . . . . . . . . . . . . . . . A-1

Index of Frequently

Referenced Pages

_______

Board Meeting

Attendance . . . . . . . . . . . . 13

Board Skills and

Experience Matrix . . . . . . 20-21

Board Diversity . . . . . . . . . 22-23

Board Continuing Education . . . . . . . . . . . . . . 24

Board Evaluation . . . . . . .24-25

Auditor Fees . . . . . . . . . . . .85-86

How to Vote . . . . . . . . . . . . 90-91

Compensation Highlights

_______

Elements of 2023

Director

Compensation . . . . . . . . . 43

Executive

Compensation

Practices . . . . . . . . . . . . . . . 52

How Compensation Decisions are Made . . . . 53

Elements of 2023

Compensation

Program . . . . . . . . . . . . . . . . 56

Clawback Policy . . . . . . . . 64

Hedging and

Pledging . . . . . . . . . . . . . . . 65

Forward-Looking Statements

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, as well as Organon's future financial performance and prospects, including those relating to 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 "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "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; an inability to execute on our business development strategy and commercialization strategy or realize the benefits of our planned acquisitions; an inability to adapt to the industry-wide trend toward highly discounted channels; 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; efficacy, safety, or other quality concerns with respect to marketed products, including market actions such as recalls, withdrawals, or declining sales; political and social pressures, or regulatory developments, that adversely impact demand for, availability of, or patient access to contraception or fertility products; general economic factors, including interest rate fluctuations, inflation, recessionary pressures, and currency exchange rate fluctuations; general industry conditions and competition; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances; new products and patents attained by competitors; the impact of higher selling and promotional costs; any failure by Organon to obtain an additional period of market exclusivity in the United States for Nexplanon subsequent to the expiration of certain key patents in 2027; challenges inherent in new product development, including obtaining regulatory approval; the company's ability to accurately predict its future financial results and performance; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; difficulties developing and sustaining relationships with commercial counterparties; dependence on the effectiveness of the company's patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

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, 2023 and subsequent SEC filings, available at the SEC's Internet site (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 internet website, is not and shall not be deemed to be incorporated by reference in this proxy statement.

1	2024 Proxy Statement

Proxy Statement Summary

The accompanying proxy is solicited on behalf of the Board of Directors (the "Board") for use at the 2024 Annual Meeting of Shareholders of Organon & Co. ("Organon," the "company," "we," "us," or "our"). Please review the entire proxy statement and Organon's 2023 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.

2024 Annual Meeting of Shareholders

	Time	Meeting Date	Location
	9:00 a.m.	Tuesday	Via webcast at
	(Eastern Daylight Time)	June 4, 2024	www.virtualshareholder
		Record Date	meeting.com/OGN2024
		April 8, 2024

				Board's
	Voting Matters	Page Recommendation
	Proposal 1	Election of the Four Class III Directors Named Herein	30	FOR
	each Nominee
	Proposal 2	Approval, on a Non-Binding Advisory Basis, of the Compensation of	45	FOR
	Organon's Named Executive Officers
	Proposal 3	Ratification of the Appointment of PricewaterhouseCoopers LLP as	85	FOR
	Organon's Independent Registered Public Accounting Firm for 2024

2

Proxy Statement Summary

Who We Are

Organon is a global healthcare company formed with the vision to improve the health of women. We are the only global company of our size focused on women's health. Organon has a portfolio of more than 60 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:

Women's Health

We believe that women are the foundation of a healthier world, and we know that women need more choices when it comes to their health care. We plan to continue building on our strengths in reproductive health and fertility as we assemble a suite of health options that help address the areas of high unmet needs for women.

Biosimilars

Biosimilars, which are approved by regulators as being highly similar to approved biologic medicines, are used to treat a range of serious conditions. They offer patients more treatment options and reduce costs compared to biologics-potentially helping expand access to biologic medicines.

Established Brands

Our established brands include well-known products, which generally are beyond market exclusivity, across a range of therapeutic areas including respiratory, cardiovascular, dermatology, non-opioid pain management, and more.

Led by the women's health portfolio coupled with an expanding biosimilars business and stable franchise of established medicines, Organon's products produce strong cash flows that will support investments 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, 2023, Organon had approximately 10,000 employees worldwide and is headquartered in Jersey City, New Jersey.

On June 2, 2021, Organon separated from Merck & Co., Inc. ("Merck"; known as MSD outside the U.S. and Canada) 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.

3	2024 Proxy Statement

Executive Compensation Highlights (Page 50)

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 2023 executive compensation, please refer to the Compensation Discussion and Analysis ("CD&A"), beginning on page 50.

Say-on-Pay Advisory Vote (Page 53)

In 2023, shareholders demonstrated their support for our executive compensation program with approximately 93% 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 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 45.

4