Organon & Co 2025年季度报告

Form10-Q/A Amendment No.1 (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2025 OR ¨TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File No.001-40235 Organon& Co.(Exact name of registrant as specified in its charter) 46-4838035 Delaware(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.) 30 Hudson Street, Floor 33Jersey City,New Jersey07302(Address of principal executive offices) (zip code) (Registrant’s telephone number, including area code)(551)430-6900 Not Applicable(Former name, former address and former fiscal year, if changed since last report.) Securities registered pursuant to Section12(b)of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock ($0.01 par value)OGNNew York Stock Exchange Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.YesxNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large acceleratedfilerxAccelerated filer¨Non-accelerated filer¨Smaller reporting company¨Emerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes¨No The number of shares of common stock outstanding as of the close of business on July30, 2025:259,965,579 Table of Contents PageNo.EXPLANATORY NOTE3PARTI FINANCIAL INFORMATION5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations5Item 4.Controls and Procedures18PARTII OTHER INFORMATION21Item 1A.Risk Factors21Item 6.Exhibits22Signatures The following notations in this Quarterly Report on Form10-Q for the quarter ended June30, 2025, as amended, have the meanings asset forth below: “1”Indicates, in this Quarterly Report on Form10-Q, as amended, brand names of products, that are not available in the United States. “2”Indicates, in this Quarterly Report on Form10-Q, as amended, brand names of products that are trademarks not owned byOrganon& Co. or its subsidiaries.Actemrais a trademark registered in the United States in the name of Chugai Seiyaku KK.;Humirais a trademark registered in the United States in the name of AbbVie Biotechnology Ltd.;Enbrelis a trademark registered in the UnitedStates in the name of Immunex Corporation;Remicadeis a trademark registered in the United States in the name of JanssenBiotech,Inc.;HerceptinandPerjetaare trademarks registered in the United States in the name of Genentech,Inc.;Emgalityis atrademark registered in the United States in the name of Eli Lilly and Company (used under license); andRayvowis a registeredtrademark of Eli Lilly in the European Union and other countries (used under license). Brand names of products that are in allitalicized letters, without the footnote, are trademarks of, or are otherwise licensed by, Organon& Co. and/or one of its subsidiaries. Explanatory Note On October27, 2025, Organon& Co. (“Organon,” the “Company,” “we,” “our,” or “us”) announced an internal investigationconducted by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) regarding theCompany’s sales practices for wholesalers as described in the Current Report on Form8-K filed with the U.S. Securities and ExchangeCommission (the “SEC”) on October27, 2025 (the “Form8-K”). Following the Audit Committee investigation findings and as a resultof the material weaknesses in our internal control over financial reporting that were identified and are described below, the Company(i)filed Amendment No.1 (the “Form10-K Amendment”) to the Company’s Annual Report on Form10-K for the fiscal year endedDecember31, 2024 (the “Original Form10-K”), (ii)filed Amendment No.1 (the “Q1 Form10-Q Ame