Organon & Co. (OGN)

Price$13.78Cached quoteAs of 2026-09-05 04:00 UTC

AI: Fair-priced

Price checkThe market price sits just below the agreed takeover value, leaving little obvious bargain.

At the latest close, the shares sat about 1.7% below Sun Pharma’s agreed cash merger consideration. That is a small gap relative to the downside if the transaction fails, so the market is already assigning a high probability to completion. Organon has said the deal is expected to close in early 2027, subject to remaining regulatory approvals; shareholders approved it in July. With little merger spread left and meaningful break risk, the current level looks Fair-priced rather than clearly cheap. Organon+2Organon+2

Big pictureThe core business still produces cash, but revenue erosion and weaker margins limit standalone upside.

Revenue fell from $6.403 billion in 2024 to $6.216 billion in 2025, while first-half 2026 sales fell 3% year over year. Pasted text The key cycle is product erosion rather than the economy: many established brands face generic competition, Nexplanon sales fell 12% in the first half, and Singulair fell 37%. Offsetting that, Hadlima rose 51% and Emgality rose 45%. This mix supports continuing cash generation, but not a strong case for rapid standalone expansion. SEC+1

Business strengthCash generation is useful, but heavy debt and modest share dilution leave little room for mistakes.

Operating cash flow was $700 million in 2025 and capital spending was $162 million, leaving about $538 million of free cash flow, meaning cash left after running and investing in the business. First-half 2026 produced about $253 million on the same basis. Pasted text Against that, June debt was $8.553 billion and cash was $1.132 billion, with $3.486 billion of principal due in 2028. Shares outstanding have also risen from 253.6 million in 2021 to 262.6 million, while dividends were sharply reduced. SEC+1

What could change the storyDeal approval is the main swing factor; product recovery matters mostly if the merger breaks.

The bull case is straightforward: regulators approve Sun Pharma’s purchase and holders receive the agreed cash consideration, making normal operating volatility largely irrelevant. The bear case is a blocked or delayed deal, exposing investors again to a leveraged company whose unaffected market value was much lower. Standalone support would strengthen if Nexplanon demand recovers, biosimilars keep growing, and debt falls materially. Morgan Stanley’s pre-deal work produced widely varying implied values depending on method, highlighting substantial standalone uncertainty. SEC+1

AI: News

Sun Pharma takeover agreedSun Pharma’s cash takeover offer reset Organon’s stock around deal value rather than standalone business expectations.

On April 26, Sun Pharma agreed to acquire Organon for $14 per share in cash, valuing the enterprise at $11.75 billion. Reuters reported the shares rose about 8% around the announcement. The offer represented a very large premium to Organon’s unaffected trading level, changing the stock from primarily a standalone operating story into one dominated by merger completion probabilities. The transaction was expected to close in early 2027, subject to customary conditions and regulatory approvals. Reuters+1

Shareholders approve mergerShareholder approval removed one major closing condition, leaving regulatory reviews as the main remaining deal risk.

On July 23, holders approved the merger agreement, with 192,776,552 shares voting for it and 2,573,118 voting against. That eliminated the shareholder-vote condition and reduced one source of transaction uncertainty, although required regulatory approvals still remain. Because the takeover agreement now dominates Organon’s valuation, changes in the stock near the merger consideration are more reasonably interpreted as changes in perceived timing or completion risk than as evidence of improved underlying operations. SEC+1

Second-quarter filingSecond-quarter results showed stable cash generation but continued sales pressure and a still-heavy debt load.

On July 31, Organon filed second-quarter results showing $1.558 billion of quarterly revenue, down 2% year over year, and $254 million of first-half net income. Operating cash flow was $332 million and capital spending was $79 million for the half, while debt stood at $8.553 billion and cash at $1.132 billion. These figures showed positive cash generation alongside persistent leverage and revenue pressure. Any stock effect is difficult to separate reliably from the pending takeover. SEC+2SEC+2

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Revenue

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2024

2025

Net income

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Free cash flow

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Total cash / debt

CashTotal debt

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Financial statements

	2025	2024	2023	2022	2021	2020	2019
Revenue	$6.22B	$6.40B	$6.26B	$6.17B	$6.30B	$6.53B	$7.78B
Gross profit	$3.31B	$3.71B	$3.75B	$3.88B	$3.92B	$4.41B	$5.50B
Gross margin	53.30%	58.02%	59.84%	62.84%	62.21%	67.56%	70.76%
Research & development	$366.0M	$469.0M	$528.0M	$471.0M	$339.0M	$210.0M	$220.0M
Operating expenses	$2.09B	$2.23B	$2.42B	$2.17B	—	—	—
Operating income	$1.23B	$1.49B	$1.33B	$1.71B	—	—	—
Operating margin	19.72%	23.21%	21.19%	27.62%	—	—	—
EBITDA	$1.29B	$1.60B	$1.44B	$1.76B	—	—	—
EBITDA margin	20.75%	25.05%	22.93%	28.44%	—	—	—
Net income	$187.0M	$864.0M	$1.02B	$917.0M	$1.35B	$2.16B	$3.22B
Net profit margin	3.01%	13.49%	16.33%	14.85%	21.43%	33.07%	41.38%
Basic EPSper basic share	$0.72	$3.36	$4.01	$3.61	$5.33	$8.52	$12.69
Diluted EPSper diluted share	$0.72	$3.33	$3.99	$3.59	$5.31	$8.52	$12.69

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Owners

Reported shareholders

Reference date Jun 30, 2026

12.21%of listed shares

BlackRock, Inc.32.06M shares · Jun 30, 2026

View holders

Top 20 reported holders of OGN
Holder	% owned
BlackRock, Inc.	12.21%32.06M shares
Pentwater Capital Management LP	6.89%18.1M shares
VANGUARD PORTFOLIO MANAGEMENT LLC	5.76%15.13M shares
VANGUARD CAPITAL MANAGEMENT LLC	4.54%11.91M shares
STATE STREET CORP	3.68%9.66M shares
GOLDMAN SACHS GROUP INC	1.98%5.2M shares
UBS Group AG	1.85%4.86M shares
GEODE CAPITAL MANAGEMENT, LLC	1.83%4.82M shares
ALLIANCEBERNSTEIN L.P.	1.81%4.75M shares
Man Group plc	1.59%4.18M shares
AQR Arbitrage LLC	1.48%3.88M shares
PRIVATE MANAGEMENT GROUP INC	1.42%3.74M shares
LSV ASSET MANAGEMENT	1.42%3.74M shares
CHARLES SCHWAB INVESTMENT MANAGEMENT INC	1.32%3.46M shares
MILLENNIUM MANAGEMENT LLC	1.31%3.44M shares
DIMENSIONAL FUND ADVISORS LP	1.24%3.27M shares
FIRST TRUST ADVISORS LP	1.18%3.1M shares
Capula Management Ltd	1.16%3.05M shares
NEXPOINT ASSET MANAGEMENT, L.P.	1.15%3.01M shares
Magnetar Financial LLC	1.07%2.81M shares

Percentages use 262.61M shares of this listed class outstanding on Jun 30, 2026.

Gray completes the 100% scale. Reported positions may overlap; holders have different reporting dates.

Source: SEC Form 13F ↗Updated Sep 29, 2026 · Quarterly data

Insider buys & sells

Jul 1, 2024–Jun 30, 2026

Buys8$1.51M disclosed value

Sells (SEC code S)1$353.1K disclosed value

Transaction	Insider	Type	Shares	Price	Value	Owned after
May 6, 2026Form 4/A	Holzbaur LynetteSVP and Corporate Controller	SellCommon Stock	26.4K	$13.35	$353.1K	0
May 6, 2026Form 4	Holzbaur LynetteSVP and Corporate Controller	BuyCommon Stock	26.4K	$13.35	$353.1K	52.9K
Nov 12, 2025Form 4	COX CARRIE SMITHExecutive Chair	BuyCommon Stock · indirect	65.4K	$7.67	$501.6K	77.9K
May 14, 2025Form 4	COX CARRIE SMITHDirector	BuyCommon Stock	12.5K	$8.07	$100.6K	12.5K
May 7, 2025Form 4	Falcione AaronChief Human Resources Officer	BuyCommon Stock	5.5K	$8.77	$48.2K	63.0K