Organon & Co and Organon Foreign Debt Co-Issuer B.V Closes Their Previously Announces Private Offering of $500 Million of 6.750% Senior Secured Notes Due 2034 and $500 Million of 7.875% Senior Unsecured Notes Due 2034

On May 17, 2024, Organon & Co and Organon Foreign Debt Co-Issuer B.V., a Dutch private limited liability companyand wholly-owned subsidiary of Organon (the ?Co-Issuer?, and together with the Company, the ?Companies?), closed their previously announced private offering ?(the ?Notes Offering?) of $500 million of 6.750% senior secured notes due 2034 (the ?Secured Notes?) and $500 million of 7.875% senior unsecured notes due 2034 (the ?Unsecured Notes? and, together with the Secured Notes, the ?Notes?). Both series of Notes are guaranteed by each of the entities (the ?Subsidiary Guarantors?) that guarantee the Companies?

existing senior secured credit facilities. The Company will to use the net proceeds from the sale of the Notes to repay a portion of its borrowings under the Credit Facilities? U.S. dollar-denominated ?tranche B? term loan (the ?Dollar Term Facility?) and to pay expenses incurred in connection with the foregoing and the offering of the Notes.

The Secured Notes were issued pursuant to an indenture, dated as of May 17, 2024 (the ?Secured Indenture?), by and among the Companies, the Subsidiary Guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Unsecured Notes were issued pursuant to an indenture, dated as of May 17, 2024 (the ?Unsecured Indenture?, and together with the Secured Indenture, the ?Indentures?), by and among the Companies, the Subsidiary Guarantors, and U.S. Bank Trust Company, National Association, as trustee. Both series of Notes will mature on May 15, 2034 unless earlier redeemed or repurchased.

Interest will accrue on both series of Notes from May 17, 2024 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes may be redeemed, in whole or in part, on or after May 15, 2029 at the applicable redemption prices set forth in the applicable Indenture and Note, plus accrued and unpaid interest. At any time prior to May 15, 2029, the Companies may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes being redeemed plus a ?make-whole?

premium as set for the in the applicable Indenture, plus accrued and unpaid interest.