{"url_path":"/sec/ogn/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1821825/0001193125-26-178718-index.html","accession_number":"0001193125-26-178718","cik":"0001821825","ticker":"OGN","issuer_name":"Organon & Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1821825/0001193125-26-178718-index.html","primary_entity_key":"0001821825","primary_entity_name":"Organon & Co."},"word_count":2177,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn April 26, 2026, Organon & Co. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Pharmaceutical Holdings USA, Inc., a Delaware corporation (“Parent”), Sun Pharma America, Inc., a Delaware corporation and wholly owned subsidiary of Parent and/or its affiliates (“Merger Sub”) and, solely for the purposes of certain covered provisions of the Merger Agreement, Sun Pharmaceutical Industries Limited, an entity organized under the laws of India (“India Parent”), Sun Pharma Canada Inc., a corporation incorporated under the laws of the Province of Ontario and Sun Pharma (Netherlands) B.V., a private company with limited liability incorporated under the laws of the Netherlands, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.\n\nThe Merger Agreement\n\nOn the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, the Company or any wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, and (ii) Shares in respect of which appraisal has been duly demanded, and not effectively withdrawn or otherwise waived or lost, pursuant to Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $14.00 in cash, without interest (the “Per Share Merger Consideration”), which represents a 103% premium to the Company’s closing Share price on April 9, 2026 (the unaffected trading date prior to the April 10, 2026 publication in a media report speculating about a potential transaction with India Parent). Parent has obtained committed debt financing in an amount sufficient (together with funds otherwise available to Parent) to fund the Per Share Merger Consideration, as well as to satisfy other obligations of Parent in connection with the contemplated transactions and to refinance or repay certain existing debt of the Company upon closing of the Merger.\n\nIn addition, the Merger Agreement provides for the following treatment of the Company’s equity awards:\n\n \n\n \n•\n \n\nOptions. At the Effective Time, each outstanding option to purchase Shares under the Company’s Stock Plan (each, a “Company Option”), whether vested or unvested, will be terminated and cancelled and converted into the right to receive (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time, multiplied by (ii) the number of Shares subject to such Company Option immediately prior to the Effective Time, less any applicable tax withholding. Any Company Option with an exercise price per Share that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time for no consideration or payment.\n\n \n\n \n•\n \n\nRestricted Stock Units. At the Effective Time, (i) each outstanding restricted stock unit under the Stock Plan granted prior to 2026 (each, a “Pre-2026 Company RSU”), whether vested or unvested, will accelerate in full, and will be terminated and cancelled and converted into the right to receive an amount in cash equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Shares subject to such Pre-2026 Company RSU immediately prior to the Effective Time, less any applicable tax withholding; and (ii) each outstanding restricted stock unit under the Stock Plan granted in calendar year 2026 or later (each, an “Other Company RSU”) will be assumed by Parent and converted into a cash-based successor restricted stock unit award (a “Converted RSU Award”) with a value equal to the product of (A) the number of Shares subject to such Other Company RSU immediately prior to the Effective Time and (B) the Per Share Merger Consideration. Each such Converted RSU Award will remain subject to the same terms and conditions, including vesting and forfeiture terms, that applied to the corresponding Other Company RSU immediately prior to the Effective Time and will be paid in cash, less any applicable tax withholding, as soon as reasonably practicable following the applicable vesting date; provided, however, that each such Converted RSU Award will vest in full and be paid in accordance with its terms in the event of certain qualifying terminations of employment in accordance with the Merger Agreement.\n\n \n\n \n•\n \n\nPerformance Stock Units. At the Effective Time, (i) each outstanding performance stock unit under the Stock Plan granted prior to 2026 (each, a “Pre-2026 Company PSU”), whether vested or unvested, will accelerate and will be terminated and cancelled and converted into the right to receive an amount in cash equal to the product of (A) the number of Shares subject to such Pre-2026 Company PSU immediately prior to the Effective Time determined based on target performance and (B) the Per Share Merger Consideration, less\n\n \n\nany applicable tax withholding; and (ii) each outstanding performance stock unit under the Stock Plan granted in calendar year 2026 or later (each, an “Other Company PSU”) will be assumed by Parent and converted into a cash-based award (a “Converted PSU Award”) with a value equal to the product of (A) the number of Shares subject to such Other Company PSU immediately prior to the Effective Time determined based on target performance and (B) the Per Share Merger Consideration. Each such Converted PSU Award will remain subject to the same terms and conditions, including service-based vesting and forfeiture terms, that applied to the corresponding Other Company PSU immediately prior to the Effective Time and will be paid in cash, less any applicable tax withholding, as soon as reasonably practicable following the applicable vesting date; provided, however, that such Converted PSU Award will (x) not be subject to performance-based vesting conditions; and (y) will vest in full and be paid in accordance with its terms in the event of certain qualifying terminations of employment in accordance with the Merger Agreement.\n\nThe consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”); (ii) the expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain non-U.S. antitrust and foreign direct investment approvals; (iii) the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iv) the absence of any Company Material Adverse Effect having occurred since the signing that is continuing as of the closing; (v) the filing or receipt of required regulatory approvals without the imposition of any term, condition or consequence the acceptance of which would constitute a Substantial Detriment (as defined in the Merger Agreement) and (vi) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.\n\nThe Merger Agreement also contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. The Company and Parent will cooperate with each other and use, and will cause their respective affiliates and subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable to obtain required regulatory approvals and consummate the transactions contemplated by the Merger Agreement, subject to certain exceptions.\n\nIn addition, the Merger Agreement contains a customary “no-shop” provision which, subject to certain exceptions, restricts the Company’s ability to initiate, solicit or knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement) or to engage in discussions or negotiations relating to an Acquisition Proposal. Notwithstanding the limitations applicable under the “no-shop” restrictions, if, after the date of the Merger Agreement and prior to the date on which the Requisite Company Vote is obtained, the Company receives an unsolicited, bona fide Acquisition Proposal and the Company’s board of directors (the “Company Board”) determines in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the Company may engage in discussions or negotiations with and may provide non-public information relating to the Company to the person making such Acquisition Proposal. The Company Board may also, subject to the notice, matching-right and other procedures set forth in the Merger Agreement, change its recommendation that the Company’s stockholders approve the adoption of the Merger Agreement in certain circumstances in connection with a Superior Proposal or an Intervening Event (as defined in the Merger Agreement).\n\nThe Merger Agreement also contains provisions pursuant to which certain of Parent’s affiliates have guaranteed certain of Parent’s obligations under the Merger Agreement, subject to certain limitations. Additionally, the Merger Agreement provides that India Parent will take all actions necessary or advisable, in its control, to ensure that it and its subsidiaries and affiliates comply with the regulatory covenant as if it and its subsidiaries and affiliates were parties thereto.\n\n \n\nIf the Merger is consummated, the Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable (and in any event no more than ten days) following the Effective Time.\n\nThe Merger Agreement provides for certain customary termination rights of the Company and Parent, including, among others, (i) the Company’s right to terminate the Merger Agreement prior to the time the Requisite Company Vote is obtained, in certain circumstances and subject to certain limitations, to accept a Superior Proposal, (ii) Parent’s right to terminate the Merger Agreement if the Company Board changes its recommendation that the Company’s stockholders approve the adoption of the Merger Agreement and (iii) the right of each of the Company and Parent to terminate the Merger Agreement if (a) the Requisite Company Vote is not obtained, (b) any final, binding and non-appealable legal restraint prevents the consummation of the Merger or (c) the Merger has not been completed by 5:00 p.m. (New York time) on January 26, 2027, which date may be extended by Company or Parent in accordance with the terms of the Merger Agreement if certain regulatory closing conditions are the only conditions that remain outstanding. The Merger Agreement provides that India Parent will take all actions necessary or advisable to ensure compliance with Parent’s obligations under the regulatory covenants in the Merger Agreement.\n\nThe Merger Agreement also provides that the Company will be required to pay Parent a termination fee of $120,000,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement in order to accept a Superior Proposal as set forth in the Merger Agreement.\n\nThe foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.\n\nA copy of the Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s public disclosures."}