Organon (OGN) Proxy filing summary

Executive summary

• Reported first quarter 2026 revenue of $1.460 billion, a 4% decrease as-reported and 9% decrease excluding foreign currency impact compared to Q1 2025.

• Net income for Q1 2026 was $146 million, with diluted EPS of $0.55 and non-GAAP adjusted diluted EPS of $0.71.

• Adjusted EBITDA was $415 million, representing a margin of 28.4%, down from 32.0% in Q1 2025.

• Announced pending all-cash merger with Sun Pharmaceutical Industries Limited, expected to close in early 2027, subject to regulatory and shareholder approval.

• No financial guidance or quarterly earnings calls will be provided during the merger process.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed merger with Sun Pharmaceutical Industries Limited.

• Proxy materials, including the Merger Proxy Statement, will be filed and mailed to stockholders for voting.

Board of directors and corporate governance

• Directors, executive officers, and management may be deemed participants in the proxy solicitation for the merger.

• Information about directors and executive officers is available in the 2026 Annual Meeting Proxy Statement.