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NYSE: OGN Organon & Co. 8-K

Organon reports Q2 adjusted EPS of $0.85, down from $1.00, via 10-Q only amid Sun merger

Filed July 31, 2026 · Period ending July 31, 2026 · ~1 min read

3 key changes 1 high relevance 2 sections

Key Changes

  • high

    Adjusted EPS fell to $0.85 in Q2 2026 from $1.00 in Q2 2025; adjusted EBITDA declined to $461M (29.6% margin) prior year.

    Exhibit 99.1 view on EDGAR →
  • medium

    Suspended quarterly earnings press release and conference call due to pending Sun Pharmaceutical merger; furnished non-GAAP metrics separately in 8-K while directing investors to 10-Q for GAAP results.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • medium

    Recorded $81M gain from Jada divestiture in H1 2026, excluded from adjusted earnings as non-recurring item.

    Exhibit 99.1 view on EDGAR →

Summary

Organon disclosed Q2 2026 results showing deteriorating profitability, with adjusted EPS down 15% year-over-year to $0.85 and adjusted EBITDA margin contracting 310 basis points to 29.6%. The company departed from its customary earnings communication format, releasing results exclusively through its 10-Q filing rather than a press release and conference call, citing the pending Sun Pharmaceutical merger.

Non-GAAP metrics were furnished separately in an 8-K exhibit to maintain continuity with historical disclosure practices. The earnings decline reflects operational headwinds, though the company excluded $11M in Sun merger-related transaction costs from adjusted results. For the first half of 2026, adjusted EPS fell to $1.57 from $2.02 prior year.

The company also recorded an $81M gain from divesting its Jada product, treated as a one-time item outside adjusted earnings. The shift to 10-Q-only disclosure reduces investor access during the merger process, though the non-GAAP supplement preserves some comparability with prior quarters.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~500 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

2 Added
Added Q2 2026 earnings disclosure format change medium

Added in current filing · verify on EDGAR →

On July 31, 2026, Organon & Co. (the “Company”) released its financial results for the quarter ended June 30, 2026 with the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). As previously disclosed, in light of the Company’s pending merger with Sun Pharmaceutical Industries Limited, the Company has suspended its customary practice of issuing a quarterly earnings press release and hosting an earnings conference call.

Organon disclosed Q2 2026 financial results exclusively through its 10-Q filing rather than the customary earnings press release and conference call. The company attributes this change in disclosure practice to its pending merger with Sun Pharmaceutical Industries Limited. This represents a departure from standard investor communication practices during the merger process.

Added Non-GAAP metrics furnished separately medium

Added in current filing · verify on EDGAR →

To continue this practice, the Company is furnishing certain supplemental non-GAAP metrics for the quarter ended June 30, 2026 that are included in Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The non-GAAP financial metrics for the quarter ended June 30, 2026 that are furnished in this Form 8-K should be read together with the Company’s GAAP financial statements and other disclosures that are contained in Exhibit 99.1 and that are more fully disclosed in the Form 10-Q filed with the SEC on July 31, 2026.

Despite suspending the earnings press release, Organon continues to provide supplemental non-GAAP financial metrics for Q2 2026 through Exhibit 99.1 attached to this 8-K. These metrics are intended to assist investors in understanding financial performance alongside the GAAP results in the 10-Q, maintaining continuity with historical disclosure practices.

Event · Exhibit 99.1

Organon furnished Q2 2026 non-GAAP financial metrics in lieu of an earnings release, showing adjusted EPS of $0.85 vs. $1.00 prior year.

2 Added
Added Q2 2026 adjusted earnings high

Added in current filing · view on EDGAR →

Non-GAAP Adjusted Diluted Earnings per Share $ 0.85 $ 1.00

Organon reported adjusted diluted EPS of $0.85 for Q2 2026, down from $1.00 in Q2 2025. The company furnished these non-GAAP metrics in an 8-K exhibit instead of issuing a traditional earnings release, directing investors to its 10-Q filed the same day for full GAAP results.

Added H1 2026 adjusted earnings high

Added in current filing · view on EDGAR → · paraphrased

Non-GAAP Adjusted Diluted Earnings per Share $ 1.57 $ 2.02

For the six months ended June 30, 2026, adjusted diluted EPS was $1.57 versus $2.02 in the prior-year period. The company's adjusted net income for H1 2026 was $418 million compared to $526 million in H1 2025.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 3, 2026 · How we verify