--- title: "Organon faces securities class action over dividend statements and a merger" url: "https://aibio.space/news/organon-faces-securities-class-action-dividend-statements-merger-proxy/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-07-31" section: "Legal" tickers: "NYSE:OGN" source: "https://www.sec.gov/Archives/edgar/data/1821825/000162828026051230/ogn-20260630.htm" summary: "Teamsters Local 710 leads a consolidated New Jersey class action against Organon and unnamed officers. Two derivative suits are stayed, and a July 6 suit a" --- By the aibio.space news desk. Sources - [Organon & Co. 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000162828026051230/ogn-20260630.htm) - [Organon & Co. 10-K for the fiscal year ended December 31, 2024 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000182182525000006/ogn-20241231.htm) - [Organon & Co. 8-K filed October 27, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000110465925102324/tm2529513d1_8k.htm) - [Organon & Co. 8-K filed July 17, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000119312526307767/d88294d8k.htm) - [Organon & Co. 8-K filed June 11, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000110465926072953/tm2617690d1_8k.htm) [OGN](https://aibio.space/companies/organon/) 2026-07-31 # Organon faces securities class action over dividend statements and a merger proxy suit Tickers [OGN](https://aibio.space/companies/organon/) Teamsters Local 710 leads a consolidated New Jersey class action against Organon and unnamed officers. Two derivative suits are stayed, and a July 6 suit against the board and Sun Pharma entities challenges the merger proxy. ## Key facts - **Company**: Organon & Co. (NYSE: OGN) - **News type**: Legal - **Primary source**: [Organon & Co. 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1821825/000162828026051230/ogn-20260630.htm) *The New York Stock Exchange trading floor. Photo: Carol M. Highsmith, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.* Organon & Co. (NYSE: [OGN](https://aibio.space/companies/organon/)) is defending a consolidated securities class action in the U.S. District Court for the District of New Jersey, according to its [10-Q filed July 31, 2026](https://www.sec.gov/Archives/edgar/data/1821825/000162828026051230/ogn-20260630.htm). A stockholder sued the company "and certain of its officers" on May 27, 2025, and a second suit followed on July 8, 2025. On March 6, 2026 the court consolidated them and appointed Teamsters Local 710 Pension Fund as lead plaintiff. The 10-Q does not name the individual defendants. Two stockholder derivative suits against the company and "certain of its officers and directors" are stayed behind the class action. Separately, Organon disclosed in a [July 17, 2026 8-K](https://www.sec.gov/Archives/edgar/data/1821825/000119312526307767/d88294d8k.htm) that a July 6 suit challenging the proxy for its sale to Sun Pharma names the company, its current directors, Sun Pharmaceutical Holdings USA, Inc. and its subsidiary Sun Pharma America, Inc. ## The case The first suit covers stockholders who acquired Organon shares between October 31, 2024 and April 30, 2025. The second covers November 3, 2022 through April 30, 2025. Both allege that the defendants made materially false and misleading statements about Organon's capital allocation strategy, including its quarterly dividends, and its debt reduction strategy. On May 8, 2026 the lead plaintiff filed an amended complaint that repeats those allegations and adds allegations about the Nexplanon matter. It seeks unspecified monetary damages. ## Defendants The 10-Q describes the defendants only as the company and certain officers. Organon's [10-K filed February 28, 2025](https://www.sec.gov/Archives/edgar/data/1821825/000182182525000006/ogn-20241231.htm) was signed by Kevin Ali as chief executive officer and Matthew Walsh as chief financial officer. Its directors then were Carrie Cox (chair), Robert Essner, Alan Ezekowitz, Helene Gayle, Rochelle Lazarus, Deborah Leone, Philip Ozuah, Cynthia Patton, Grace Puma and Shalini Sharp, along with Ali. No filing we read states that any of them is a defendant. Ali resigned as chief executive officer on October 26, 2025, according to an [8-K](https://www.sec.gov/Archives/edgar/data/1821825/000110465925102324/tm2529513d1_8k.htm). ## Where it stands On May 29, 2026 the lead plaintiff said it intended to file a second amended complaint. On June 17 the court set Organon's time to respond at 60 days from the later of the date the court denies the lead plaintiff's motion to file it or the date the lead plaintiff files it. The derivative suits were consolidated on July 7, 2025 and stayed on September 8, 2025 until all motions to dismiss in the securities cases are finally resolved. Organon says it cannot reasonably estimate a possible loss or range of loss for these matters. ## Related matters On October 26, 2025 Organon voluntarily told the SEC about an Audit Committee investigation of its Nexplanon sales to certain U.S. wholesalers. The SEC then opened an investigation, and the company says it intends to cooperate. The October 27, 2025 8-K said the investigation found Organon asked certain wholesalers to order more Nexplanon than they otherwise would have in several periods, and that there was no finding the chief financial officer knew of the practices. In the merger case, Richard Delman v. Robert Essner, et al., No. MER-C-000047-26, was filed July 6, 2026 in the Superior Court of New Jersey, Mercer County, Chancery Division. It names Organon, its current directors, Sun Pharmaceutical Holdings USA, Inc. and Sun Pharma America, Inc., the merger subsidiary. It alleges the proxy was materially incomplete and misleading and seeks to block the vote unless more is disclosed. On July 13 the plaintiff moved to preliminarily enjoin the special meeting, and the 8-K said the court had not ruled. Organon says the claims lack merit but supplemented the proxy voluntarily on July 17. The 8-K did not list the directors; the ten nominees at the [June 9, 2026 annual meeting](https://www.sec.gov/Archives/edgar/data/1821825/000110465926072953/tm2617690d1_8k.htm) were Cox, Essner, Ezekowitz, Gayle, Lazarus, Leone, Ozuah, Patton, Ramona Sequeira and Sharp. The 10-Q does not mention the suit. ## Why it matters to shareholders Stockholders approved the $14.00 per share cash merger with Sun Pharma on July 23, 2026, and the transaction is expected to close in early 2027. The 10-Q gives no insurance or indemnification details for the securities cases. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story OGN Organon & Co. 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Cite as: aibio.space, "Organon faces securities class action over dividend statements and a merger", 2026-07-31, https://aibio.space/news/organon-faces-securities-class-action-dividend-statements-merger-proxy/