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DEFA14A ·Filed Apr 30, 2026

OGN

Organon & Co.
NEUTRAL
Impact 3/10
Horizonweeks Processed6mo ago SEC0001193125-26-194151
Proxy solicitation materials
Actionable Insight • Neutral

The DEFA14A contains no new financial or strategic information — it is a routine employee communication. The stock should trade near the $14.00 deal price with a small spread reflecting regulatory and timing risk. Monitor for the definitive proxy statement and any shareholder litigation that could delay or alter terms.

DirectionNeutral
Confidencehigh
Horizonweeks
Final — all horizons settled through T+60d ⚠ clustered
OGN ▲ +2.08% at T+60d
NEUTRAL call +2.08% · α vs SPY -0.74% · entry $13.25 → $13.52
Entry = T+0 close
Apr 30, 2026
via day close
T+1d
+0.30%
call +0.30% · α +0.08%
$13.29
settled 6mo ago
T+5d
+0.45%
call +0.45% · α -1.27%
$13.31
settled 6mo ago
T+20d
+0.83%
call +0.83% · α -4.40%
$13.36
settled 5mo ago
T+60d
+2.08%
call +2.08% · α -0.74%
$13.52
settled 3mo ago

Price Chart

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Executive Summary

Organon filed this DEFA14A as additional soliciting material in support of its pending acquisition by Sun Pharma for $14.00 per share in cash. The document is an employee-focused Q&A that reiterates deal terms, including one-year compensation and benefits protections, and confirms the path to a shareholder vote and regulatory approvals. This is a routine communication that does not change the deal's terms or probability of closing.

Key Financial Metrics

Vote
merger approval

Key Facts

  • Sun Pharma to acquire Organon for $14.00 per share in cash, representing a 103% premium
  • Enterprise value of $11.75 billion
  • Deal announced April 26, 2026; definitive merger agreement signed same day
  • Organon remains independent until closing; shareholder vote and regulatory approvals in more than a dozen countries required
  • Pre-2026 RSUs will fully accelerate and be paid out in cash at $14.00 per unit at closing
  • Post-2026 RSUs will convert to cash-based awards at $14.00 per unit and continue vesting on original schedule
  • Sun Pharma commits to one year of base salary, bonus, benefits, and severance protections for continuing employees
  • Prior service at Organon will be credited for vesting, benefit accrual, and eligibility at Sun Pharma

Financial Impact

Deal valued at $11.75 billion enterprise value; $14.00 per share cash consideration

revenueenterprise valueequity value

Risk Factors

  • Regulatory approvals in multiple jurisdictions may delay or block closing
  • Shareholder vote required; failure to obtain minimum vote could scuttle deal
  • Competing acquisition proposals could emerge
  • Stockholder litigation could result in costs or injunctions

Market Snapshot

Exchange
NYSE
Sector
Pharmaceutical Preparations
Analyst Consensus
6% bullish (16 analysts)

Investment Themes

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
DEFA14A Filing (Primary)0001193125-26-194151
Document: 0001193125-26-194151-index-headers.html0001193125-26-194151
Document: 0001193125-26-194151-index.html0001193125-26-194151
Document: 0001193125-26-194151.txt0001193125-26-194151
15 reports for OGN
Performance horizon
75% Hit rate @ T+60 6 of 8 directional calls Went positive at some point 6 of 9 best @ T+60▲ +2.84%Jun 1, 2026
Filters
Rows
Reports for OGN — sortable, filterable
TypeNow
Aug 18, 2026
10w ago
Institutional Cluster
BEARISH ★ 6/10
$13.68awaiting T+60—$13.74 (−0.44%)
Jul 31, 2026
12w ago
8-K
BEARISH ★ 5/10
$13.55 $13.74▼ −1.40%▲ +1.05%$13.74 (−1.40%)
Jul 17, 2026
14w ago
8-K
NEUTRAL ★ 3/10
$13.49 $13.77▲ +2.08%▼ −2.76%$13.74 (+1.85%)
Jun 17, 2026
18w ago
DEFM14A
BULLISH ★ 7/10
$13.42 $13.64▲ +1.64%▼ −1.51%$13.74 (+2.38%)
Jun 11, 2026
19w ago
DEFA14A
NEUTRAL ★ 3/10
$13.45 $13.78▲ +2.45%▼ −1.94%$13.74 (+2.16%)
Jun 1, 2026
21w ago
PREM14A
BULLISH ★ 8/10
$13.37 $13.75▲ +2.84%▲ +1.87%$13.74 (+2.81%)
Apr 30, 2026
25w ago
DEFA14A
NEUTRAL ★ 3/10
$13.25 $13.52▲ +2.08%▼ −0.74%$13.74 (+3.74%)
Apr 30, 2026
25w ago
8-K
BEARISH ★ 6/10
$13.25 $13.52▼ −2.08%▲ +0.74%$13.74 (−3.74%)
Apr 27, 2026
26w ago
DEFA14A
BULLISH ★ 7/10
$13.32 $13.56▲ +1.84%▼ −1.88%$13.74 (+3.19%)
Apr 27, 2026
26w ago
DEFA14A
NEUTRAL ★ 5/10
$13.32 $13.56▲ +1.84%▼ −1.88%$13.74 (+3.19%)
Showing 10 of 15

US Market Status

Market Closed — Opens in 23m

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Report published Apr 30, 2026