Organon & Co.

Who owns Organon & Co.?
Organon & Co. is a publicly traded company listed on the New York Stock Exchange under ticker OGN. The company was created through a spin-off from Merck & Co. on June 3, 2021. Merck shareholders received one share of Organon for every ten Merck shares held. Shares are widely held by institutional investors, with no single shareholder exercising controlling influence. The company has a single class of common stock with no dual-class share structure. Interim CEO Joseph Morrissey has led the company since October 2025.

Why was Organon spun off from Merck?
Merck announced the spin-off in February 2020 to create two focused companies. Merck wanted to concentrate on its growth pillars in oncology, vaccines, and key products like Keytruda. The women's health, established brands, and biosimilars businesses, while generating $6.5 billion in 2020 revenue, were not central to Merck's long-term strategy. The spin-off was expected to deliver approximately $1.5 billion in incremental operating efficiencies for Merck over three years. In connection with the spin-off, Merck received a distribution of approximately $9 billion from Organon.

What is Organon's revenue?
Organon reported revenue of $6.2 billion in FY2025, down 3 percent from $6.4 billion in FY2024. Women's Health contributed $1.75 billion, Established Brands $3.69 billion, Biosimilars $691 million, and Other $82 million. Adjusted EBITDA was $1.91 billion, representing a 30.7 percent margin. Diluted EPS was $0.72, and adjusted diluted EPS was $3.66. For FY2026, the company guided to approximately $6.2 billion in revenue and approximately $1.9 billion in adjusted EBITDA.

What products does Organon own?
Organon owns over 70 medicines and products. Key women's health products include Nexplanon (contraceptive implant), NuvaRing (vaginal ring contraceptive), Cerazette (progestin-only pill), and Follistim AQ/Puregon (fertility treatment). Established brands include Propecia (finasteride for hair loss), Singulair (montelukast for asthma), Zetia, Arcoxia, and Renitec. Biosimilars include Renflexis, Ontruzant, and Hadlima. The dermatology portfolio includes VTAMA (tapinarof cream, acquired in October 2024), Diprosone, and Elocon.

Why did Organon's CEO resign?
CEO Kevin Ali resigned on October 26, 2025, after the company's audit committee completed an investigation into improper wholesaler sales practices for Nexplanon. The investigation found that certain US wholesalers were asked to purchase more Nexplanon than they needed at the end of multiple quarters in 2022, 2024, and 2025 to enable Organon to meet guidance and external revenue expectations. The board determined the practices were improper and that certain prior statements were inaccurate or incomplete. Ali agreed to forgo severance and equity-related retirement benefits. The company also terminated its head of US commercial and government affairs.

What is the JADA System divestiture?
In late 2025, Organon announced an agreement to divest its JADA System, a device for controlling postpartum uterine bleeding, to Laborie Medical Technologies for up to $465 million. The deal included $440 million upfront and up to $25 million in milestone payments based on 2026 revenue targets. The divestiture was completed on January 28, 2026, with approximately 100 employees transferring to Laborie. Organon acquired the JADA System through its 2021 acquisition of Alydia Health. The proceeds are being applied to debt reduction as part of the company's deleveraging efforts.

What is VTAMA?
VTAMA (tapinarof) cream is a non-steroidal topical treatment for plaque psoriasis in adults and atopic dermatitis in adults and children. Organon acquired VTAMA through its purchase of Dermavant Sciences Ltd. from Roivant Sciences, which closed on October 28, 2024. The total consideration was up to approximately $1.2 billion, including a $175 million upfront payment, a $75 million regulatory milestone, and up to $950 million in commercial milestones, plus tiered royalties. VTAMA is Organon's first major dermatology acquisition and represents the company's strategy of expanding into adjacent therapeutic areas.

The Organon name has a long pharmaceutical history that predates the current company by nearly a century. Organon International was founded in 1923 in Oss, Netherlands, as a pharmaceutical company focused on hormones and women's health. Organon developed numerous important medicines over the decades, including contraceptive products and fertility treatments. The company was acquired by Akzo Nobel in 1994, then became part of Schering-Plough in 2007 when Schering-Plough acquired Organon BioSciences from Akzo Nobel for approximately €11 billion. When Merck & Co. acquired Schering-Plough in 2009 for $41 billion, the Organon product portfolio became part of Merck.

Within Merck, the women's health, legacy brands, and biosimilars businesses received limited strategic focus and investment. Merck's priorities were its oncology, vaccine, and key growth products such as Keytruda. The women's health and established brands franchises, while generating significant revenue, were not central to Merck's long-term growth strategy. In 2020, these businesses recorded revenue of $6.5 billion.

On February 5, 2020, Merck announced its intention to spin off these businesses into a new independent company. The spin-off was designed to create two focused companies: Merck, which would concentrate on its growth pillars in oncology and vaccines, and the new company, which would focus on women's health, established brands, and biosimilars. Merck expected the transaction to deliver approximately $1.5 billion in incremental operating efficiencies over three years.

The spin-off was completed on June 3, 2021. Merck shareholders received one share of Organon & Co. for every ten shares of Merck held. Organon began trading on the New York Stock Exchange under the symbol OGN. In connection with the spin-off, Merck received a distribution from Organon of approximately $9 billion. Kevin Ali, who had been president of Merck's emerging markets business, was appointed CEO of the new company.

At launch, Organon's portfolio consisted of more than 60 medicines and products across three franchises. Women's Health contributed $1.6 billion in 2020 revenue, Biosimilars $330 million, and Established Brands $4.5 billion. The company also announced the proposed acquisition of Alydia Health, a medical device company focused on preventing postpartum hemorrhage, which would add the JADA System to its portfolio.

The Alydia Health acquisition closed in 2021, adding the JADA System, a device for controlling postpartum uterine bleeding. JADA revenue grew to $74 million in FY2025, with the system helping more than 136,000 new mothers in over 20 countries. However, in late 2025, Organon announced it would divest the JADA System to Laborie Medical Technologies for up to $465 million ($440 million upfront plus up to $25 million in milestones). The divestiture was completed on January 28, 2026, with approximately 100 employees transferring to Laborie. The sale was part of Organon's strategy to reduce debt and focus on pharmaceutical and biosimilar segments.

In September 2024, Organon announced the acquisition of Dermavant Sciences Ltd. from Roivant Sciences for aggregate consideration of up to approximately $1.2 billion. The deal included an upfront payment of $175 million, a $75 million milestone payment upon regulatory approval for atopic dermatitis, and up to $950 million in commercial milestones, plus tiered royalties. The acquisition closed on October 28, 2024, adding VTAMA (tapinarof) cream to Organon's dermatology portfolio. VTAMA is a non-steroidal topical treatment for plaque psoriasis in adults and atopic dermatitis in adults and children.

The most significant event in Organon's short history came in October 2025. After concerns regarding the company's wholesaler sales practices for Nexplanon were brought to the board's attention, the audit committee oversaw an independent investigation. The investigation found that certain US wholesalers were asked to buy more Nexplanon than they needed at the end of Q4 2022, Q3 and Q4 2024, and Q1, Q2, and Q3 2025. These sales represented less than 1 percent of consolidated revenue but enabled Organon to meet guidance and certain external revenue expectations. The board determined that the wholesaler sales practices were improper and that certain prior statements were inaccurate or incomplete. CEO Kevin Ali resigned on October 26, 2025, and agreed to forgo severance and equity-related retirement benefits. The company also terminated the employment of its head of US commercial and government affairs. Joseph Morrissey, head of manufacturing and supply, was appointed interim CEO. The investigation found no need for restatement of previously issued financial statements.

For FY2025, Organon reported revenue of $6.2 billion, down 3 percent. Women's Health revenue was $1.75 billion, down 1 percent. Biosimilars revenue was $691 million, up 4 percent. Established Brands revenue was $3.69 billion, down 4 percent. The company guided to FY2026 revenue of approximately $6.2 billion and adjusted EBITDA of approximately $1.9 billion, both in line with 2025 performance.

Organon has faced significant controversy related to its sales practices and corporate governance.

In October 2025, Organon's audit committee completed an investigation into the company's wholesaler sales practices for Nexplanon. The investigation found that certain US wholesalers were asked to purchase greater quantities of Nexplanon at the end of Q4 2022, Q3 and Q4 2024, and Q1, Q2, and Q3 2025 than they otherwise would have purchased based on wholesaler demand. In some instances, the company waived inventory management fee performance metrics associated with caps on wholesaler purchases. These practices enabled Organon to meet guidance and certain external revenue expectations for the relevant periods. The sales represented less than 1 percent of consolidated revenue for 2022 and 2024.

The board determined that these wholesaler sales practices were improper and that certain of the company's prior statements were inaccurate or incomplete. CEO Kevin Ali resigned on October 26, 2025, and agreed to forgo severance and equity-related retirement benefits. The company also terminated the employment of its head of US commercial and government affairs. The investigation found no need for restatement of previously issued financial statements, and the CFO was not found to have been aware of the improper practices. The company is taking remedial actions to improve financial controls and address material weaknesses.

Beyond the sales practices investigation, Organon faces ongoing challenges related to generic competition. NuvaRing, once a significant revenue contributor, has been decimated by generic competition, with revenue declining 23 percent ex-FX in FY2025. Nexplanon faces access restrictions in the US due to policy changes since early 2025, which have reduced US sales by 9 percent. These challenges are not controversies in the traditional sense but reflect the structural pressures on the company's revenue base.

The company's dermatology acquisition, Dermavant, added VTAMA cream to the portfolio in October 2024. The acquisition, with aggregate consideration of up to $1.2 billion including substantial milestone payments, represents a significant investment that has not yet generated meaningful revenue. The acquisition-related costs and amortization expense associated with the Dermavant purchase contributed to the decline in reported gross margin from 58.0 percent in FY2024 to 53.3 percent in FY2025.