OGN: Other company developments

Item 8.01 Other Events. As previously disclosed, on April 26, 2026, Organon & Co., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Sun Pharmaceutical Holdings USA, Inc. (“ Sun Pharma USA ”), and Sun Pharma America, Inc., a wholly owned subsidiary of Sun Pharma USA (“ Merger Sub ”), and, solely for purposes of certain specified provisions of the Merger Agreement, Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc. and Sun Pharma (Netherlands) B.V., pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Sun Pharma USA (the “ Merger ”). On June 17, 2026, in connection with the Merger, the Company filed with the Securities and Exchange Commission (“ SEC ”) a definitive proxy statement (as supplemented, the “ Definitive Proxy Statement ”) with respect to the special meeting of the Company’s stockholders (“ Special Meeting ”) scheduled to be held on July 23, 2026. Additional information about how to attend the Special Meeting is contained in the Definitive Proxy Statement. Litigation Relating to the Merger On July 6, 2026, a complaint was filed in connection with the Merger in the Superior Court of New Jersey, County of Mercer Chancery Division, against the Company, the current members of the board of directors (the “ Board ”) of the Company, Sun Pharma USA and Merger Sub (collectively, the “ Defendants ”). The action is captioned Richard Delman v. Robert Essner, et al., No. MER-C-000047-26 (July 6, 2026) (the “ Complaint ”). The Complaint alleges, among other things, that certain disclosures in the Definitive Proxy Statement filed by the Company in connection with the Merger were materially