Organon (OGN) | Credit Investor

Next 12 Months: Starting Case

$ in millions	Last 12 Months	Next Quarter (4Q26E)	vs. 4Q25A	Next 12 Months	Change
Revenue	$6,099	$1,507	0.0%	$6,099	0.0%
Adj. EBITDA	$1,360	$299	3.9%	$1,360	0.0%
Free Cash Flow	$675	$75	(21.5%)	$463	(31.4%)
Net Debt, end of period	$7,099	$7,024		$6,636	(6.5%)
Net Debt / Adj. EBITDA	5.2x	5.1x		4.9x	-0.3x
Total Liquidity, end of period	$1,455	$1,530		$1,918	31.8%

The credit over the next year

Organon is being bought by Sun Pharma for $14.00 a share in cash, approved by stockholders in July 2026 and expected to close by early 2027, so the next year for the credit turns on regulatory clearance and how roughly $8.6 billion of debt is treated at closing. Until then the operating story is Nexplanon, down about 10% a year as US reinsertions are delayed by the five-year label, set against biosimilars growth (Hadlima and the denosumab launch) and an Established Brands base that is roughly flat only because foreign exchange has been a tailwind of 1 to 5 points a quarter. Gross margin near 55% reported, pressured by pricing and mix, decides how much of a shrinking revenue base turns into cash for interest.

Leverage falls from 5.2x to 4.9x over the next four quarters on the starting case.
Free cash flow of $463mm is projected over the next year, with no itemised debt due in that time.
Net debt shrinks from $7.10bn to $6.64bn.
Liquidity a year out is $1.92bn, against $1.46bn today.

Built from the inputs on the Projections tab of the model; change them there. A starting case from history, not a forecast.

Capital Structure

Cap Structure	Amt Out.	Mkt Price	Yield	Lev. Through	View
Unrestricted Cash	$1,455.0
4.125% Senior Secured Notes due 2028	2,100.0	99.0%*	4.84%	1.5x	Bullish
2.875% Senior Secured Notes due 2028 (EUR 1.25bn)	1,422.0	100.0%	2.87%	2.6x	Bullish
USD Term Loan B due 2031	1,522.0	100.0%	N/a	3.7x	Bullish
EUR Term Loan B due 2031 (EUR 707mm)	804.0	100.0%	N/a	4.3x	Bullish
6.750% Senior Secured Notes due 2034	500.0	104.9%*	5.90%	4.7x	Neutral
Revenue Interest Purchase and Sale Agreement (RIPSA, assumed with Dermavant)	183.0	100.0%	N/a	4.8x	Bullish
Other borrowings	8.0	100.0%	N/a	4.8x	Bullish
5.125% Senior Notes due 2031	1,582.0	99.8%*	5.18%	6.0x	Neutral
7.875% Senior Notes due 2034	500.0	107.1%*	6.25%	6.3x	Neutral
Total Debt	$8,554.0			6.3x
Net Debt	$7,099.0			5.2x

Last Twelve Months

Revenue	$6,099
Implied Costs	(4,739)
Adj. EBITDA	$1,360
(-) Interest Expense	(446)
(-) Capex	(168)
Memo: FCF	$675
Total Liquidity	$1,455.0

Next 12 months, starting case▶ Revenue $6.10bn → $6.10bn▶ Adj. EBITDA $1.36bn → $1.36bn▼ Free cash flow $675mm → $463mm▼ Net leverage 5.2x → 4.9x▲ Liquidity $1.46bn → $1.92bn

Organon

			9/30/26						Face Value / Adj. EBITDA
Cap Structure	Coupon	Maturity	Amt Out.	Mkt Price	YTM	Next Call	Yield to Call	View	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Unrestricted Cash			$1,455.0
Undrawn Revolver			N/a
Total Liquidity			$1,455.0

4.125% Senior Secured Notes due 2028	4.125%	4/30/2028	2,100.0	99.0%*	4.84%	4/30/2026 @ 100	6.24%	Bullish
2.875% Senior Secured Notes due 2028 (EUR 1.25bn)	2.875%	4/30/2028	1,422.0	100.0%	2.87%	4/30/2026 @ 100	2.87%	Bullish
USD Term Loan B due 2031	S + 225	5/17/2031	1,522.0	100.0%	N/a	N/a	N/a	Bullish
EUR Term Loan B due 2031 (EUR 707mm)	EURIBOR + 275	12/20/2031	804.0	100.0%	N/a	N/a	N/a	Bullish
6.750% Senior Secured Notes due 2034	6.75%	5/15/2034	500.0	104.9%*	5.94%	5/15/2029 @ 103.375	5.90%	Neutral
Revenue Interest Purchase and Sale Agreement (RIPSA, assumed with Dermavant)	N/a	N/a	183.0	100.0%	N/a	N/a	N/a	Bullish
Other borrowings	N/a	N/a	8.0	100.0%	N/a	N/a	N/a	Bullish
Total Secured Debt			$6,539.0						2.2x	3.5x	4.1x	3.8x	3.7x	4.8x	4.8x	4.8x
Net Secured Debt			$5,084.0						1.7x	2.7x	3.2x	2.9x	2.9x	3.7x	3.7x	3.7x

5.125% Senior Notes due 2031	5.125%	4/30/2031	1,582.0	99.8%*	5.18%	4/30/2027 @ 101.708	8.98%	Neutral
7.875% Senior Notes due 2034	7.875%	5/15/2034	500.0	107.1%*	6.66%	5/15/2029 @ 103.938	6.25%	Neutral
Other debt, discounts and issuance costs	N/a	N/a	(67.0)
Total Debt			$8,554.0						2.9x	4.6x	5.3x	4.9x	4.9x	6.3x	6.3x	6.3x
Net Debt			$7,099.0						2.4x	3.8x	4.4x	4.1x	4.0x	5.2x	4.9x	4.5x
						Adj. EBITDA			$2,994	$1,868	$1,599	$1,740	$1,763	$1,360	$1,360	$1,360

Key Financials

	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Revenue	$6,532	$6,174	$6,263	$6,403	$6,216	$6,099	$6,099	$6,099
Y/Y Growth		(5.5%)	1.4%	2.2%	(2.9%)		0.0%	0.0%
(-) Cost of Revenue	(2,119)	(2,294)	(2,515)	(2,688)	(2,903)	(2,859)	(2,859)	(2,859)
Gross Profit	$4,413	$3,880	$3,748	$3,715	$3,313	$3,240	$3,240	$3,240
Gross Margin	67.6%	62.8%	59.8%	58.0%	53.3%	53.1%	53.1%	53.1%
(-) SG&A	(1,356)	(1,704)	(1,893)	(1,760)	(1,721)	(1,712)	(1,712)	(1,712)
(+/-) Other Operating Costs, net of D&A	(163)	(420)	(419)	(351)	(302)	(579)	(240)	(240)
EBITDA	$2,894	$1,756	$1,436	$1,604	$1,290	$949	$1,288	$1,288
(+) Add-backs: stock comp, restructuring, impairments	100	112	163	136	473	411	72	72
Adj. EBITDA	$2,994	$1,868	$1,599	$1,740	$1,763	$1,360	$1,360	$1,360
Margin	45.8%	30.3%	25.5%	27.2%	28.4%	22.3%	22.3%	22.3%
(-) Restructuring and other cash add-backs	(60)	(28)	(62)	(31)	(95)	(38)	--	--
Cash EBITDA	$2,934	$1,840	$1,537	$1,709	$1,668	$1,322	$1,360	$1,360
(-) Interest Expense	--	(422)	(527)	(520)	(504)	(446)	(439)	(439)
(-) Cash Taxes	--	--	--	--	(287)	(290)	(290)	(290)
(-) Capex	(255)	(196)	(251)	(175)	(162)	(168)	(168)	(168)
(+/-) Working Capital and Other	(650)	(560)	(211)	(250)	(177)	257	--	--
Memo: FCF	$2,029	$662	$548	$764	$538	$675	$463	$463
% of Debt	23.7%	7.7%	6.4%	8.9%	6.3%	7.9%	5.4%	5.4%

Liquidity

Unrestricted Cash	$1,455.0
Undrawn Revolver	N/a
Total Liquidity	$1,455.0
(-) Debt due through 2028	(3,522.0)
(+/-) Free cash flow, last twelve months	675.0
Liquidity after maturities and a year of cash flow	($1,392.0)

Tranches are from the debt table in the latest quarterly or annual report.Blue figures are inputs in the model. Price is 100% of face unless marked *, which is a bond fund's own valuation from its SEC holdings report, not a traded price. Revolver availability is not tagged in the filing; N/a means not found, not zero.Secured and unsecured are judged from each instrument's name. Adj. EBITDA is operating income plus D&A, stock compensation, restructuring and impairment charges as tagged in SEC filings; it is not the company's own adjusted figure. Free cash flow is cash from operations less capital spending.

The basket review for this company has not finished yet. When it does, this tab shows the dollar capacity to move value or prime lenders, the playbook moves that fit, and what they would do to each tranche. Meanwhile, see the liability management playbook.

Key Financials

	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Revenue	$6,532	$6,174	$6,263	$6,403	$6,216	$6,099	$6,099	$6,099
Y/Y Growth		(5.5%)	1.4%	2.2%	(2.9%)		0.0%	0.0%
(-) Cost of Revenue	(2,119)	(2,294)	(2,515)	(2,688)	(2,903)	(2,859)	(2,859)	(2,859)
Gross Profit	$4,413	$3,880	$3,748	$3,715	$3,313	$3,240	$3,240	$3,240
Gross Margin	67.6%	62.8%	59.8%	58.0%	53.3%	53.1%	53.1%	53.1%
(-) SG&A	(1,356)	(1,704)	(1,893)	(1,760)	(1,721)	(1,712)	(1,712)	(1,712)
(+/-) Other Operating Costs, net of D&A	(163)	(420)	(419)	(351)	(302)	(579)	(240)	(240)
EBITDA	$2,894	$1,756	$1,436	$1,604	$1,290	$949	$1,288	$1,288
(+) Add-backs: stock comp, restructuring, impairments	100	112	163	136	473	411	72	72
Adj. EBITDA	$2,994	$1,868	$1,599	$1,740	$1,763	$1,360	$1,360	$1,360
Margin	45.8%	30.3%	25.5%	27.2%	28.4%	22.3%	22.3%	22.3%
(-) Restructuring and other cash add-backs	(60)	(28)	(62)	(31)	(95)	(38)	--	--
Cash EBITDA	$2,934	$1,840	$1,537	$1,709	$1,668	$1,322	$1,360	$1,360
(-) Interest Expense	--	(422)	(527)	(520)	(504)	(446)	(439)	(439)
(-) Cash Taxes	--	--	--	--	(287)	(290)	(290)	(290)
(-) Capex	(255)	(196)	(251)	(175)	(162)	(168)	(168)	(168)
(+/-) Working Capital and Other	(650)	(560)	(211)	(250)	(177)	257	--	--
Memo: FCF	$2,029	$662	$548	$764	$538	$675	$463	$463
% of Debt	23.7%	7.7%	6.4%	8.9%	6.3%	7.9%	5.4%	5.4%

Key Drivers

Driver	4Q25A	1Q26A	2Q26A	3Q26A	4Q26E	1Q27E	2Q27E	3Q27E	4Q27E	1Q28E	2Q28E	3Q28E	Sensitivity	Next 12m impact ($mm)
Nexplanon/Implanon NXT revenue $ millions per quarter	211	201	230	200	211	201	230	200	211	201	230	200	$1.0mm on revenue	--
Biosimilars franchise revenue $ millions per quarter	181	173	195	219	181	173	195	219	181	173	195	219	$1.0mm on revenue	--
Established Brands franchise revenue $ millions per quarter	913	880	930	955	913	880	930	955	913	880	930	955	$1.0mm on revenue	--
Reported gross margin % of revenue	49.2	53.6	54.4	55.2	49.2	53.6	54.4	55.2	49.2	53.6	54.4	55.2	$-15.7mm on cost of revenue	--
Foreign exchange effect on revenue growth percentage points of year over year growth	3	5	3	1	0	0	0	0	0	0	0	0	$15.7mm on revenue	--

Organon is being bought by Sun Pharma for $14.00 a share in cash, approved by stockholders in July 2026 and expected to close by early 2027, so the next year for the credit turns on regulatory clearance and how roughly $8.6 billion of debt is treated at closing. Until then the operating story is Nexplanon, down about 10% a year as US reinsertions are delayed by the five-year label, set against biosimilars growth (Hadlima and the denosumab launch) and an Established Brands base that is roughly flat only because foreign exchange has been a tailwind of 1 to 5 points a quarter. Gross margin near 55% reported, pressured by pricing and mix, decides how much of a shrinking revenue base turns into cash for interest.

Bottoms-Up Projections: starting case

$ in millions	4Q25A	1Q26A	2Q26A	3Q26A	4Q26E	1Q27E	2Q27E	3Q27E	4Q27E	1Q28E	2Q28E	3Q28E
Revenue	$1,507	$1,460	$1,558	$1,574	$1,507	$1,460	$1,558	$1,574	$1,507	$1,460	$1,558	$1,574
Y/Y Growth	(5.3%)	(3.5%)	(2.3%)	(1.7%)	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
Adj. EBITDA	$288	$374	$316	$382	$299	$373	$309	$379	$299	$373	$309	$379
Margin	19.1%	25.6%	20.3%	24.3%	19.8%	25.6%	19.8%	24.1%	19.8%	25.6%	19.8%	24.1%
Free Cash Flow	$96	$188	$65	$326	$75	$151	$84	$153	$75	$151	$84	$153
Cash, end of period	574	1,116	1,132	1,455	1,530	1,681	1,765	1,918	1,994	2,145	2,228	2,382
Total Debt, end of period	8,644	8,569	8,553	8,554	8,554	8,554	8,554	8,554	8,554	8,554	8,554	8,554
Net Debt / Adj. EBITDA	5.8x	5.2x	5.4x	5.2x	5.1x	5.0x	5.0x	4.9x	4.8x	4.7x	4.7x	4.5x

Revenue is built from Nexplanon Implanon NXT, Zetia, Other Sundry Established Brands, Hadlima, Atozet, Other Non Opiod Pain Bone and Dermatology, Arcoxia, each driven by volume and by price and mix against the same quarter a year earlier. Every cost line, interest, taxes, capital spending and working capital has its own input on the Projections tab of the model. This is a starting case built from history, not a forecast.

Earnings call: Q3 2026

Slides Investor relations site

Organon posted slightly lower Q3 2026 sales and EBITDA while it waits for Sun Pharma's $14 per share cash takeover, expected to close by early 2027.

Takeaways

Q3 revenue was $1.574 billion, down 2% (3% ex-FX). Nine-month revenue was $4.59 billion, down 2%. Nexplanon fell to $200 million from $223 million on weaker US demand; Hadlima and the denosumab biosimilars grew.
Q3 Adjusted EBITDA was $502 million, a 31.9% margin, versus $518 million and 32.3% a year ago. Nine-month Adjusted EBITDA was $1.378 billion, down from $1.524 billion. Adjusted gross margin was 59.6%.
Nine-month operating cash flow rose to $702 million from $559 million, helped by working capital and receivables factoring of $212 million. The Jada sale brought in $433 million of cash in January.
Cash was $1.455 billion and principal debt was $8.55 billion at September 30, for net debt near $7.1 billion. The revolver was undrawn and the company was in covenant compliance.
About $3.5 billion of debt matures in 2028. The 10-Q flags refinancing of those maturities, and going concern risk, as a concern if the merger does not close.
Sun Pharma has committed debt financing to pay for the deal and to refinance or repay certain Organon debt at closing. Stockholders approved the merger on July 23; regulatory approvals remain.

Debt and capital

Debt at September 30, 2026: $1.52 billion USD term loan and EUR 707 million term loan due 2031; $2.1 billion 4.125% and EUR 1.25 billion 2.875% secured notes due 2028; $1.58 billion 5.125% notes due 2031; $500 million 6.75% secured notes and $500 million 7.875% notes due 2034; plus a $183 million Dermavant revenue interest liability.
Scheduled principal: $61 million in 2027 and $3.48 billion in 2028. Average maturity is about 3.8 years and the weighted average rate is 5.0%.
In February 2026 Organon made about $30 million of mandatory term loan prepayments from Jada proceeds. About $55 million of further offers to secured noteholders are required within 450 days of the Jada close.
Interest expense fell 17% in Q3 after 2025 repurchases of about $419 million of 2031 notes, term loan prepayments and lower floating rates.
The dividend stays at $0.02 per quarter. No buybacks were reported.
Sun Pharma's committed financing is sized to fund the $14.00 per share price and to refinance or repay certain existing Organon debt at closing.

Guidance

No guidance. Organon withdrew financial guidance with its Q1 2026 release on April 30, 2026 because of the pending merger, and has not reinstated it.

Tone: Neutral and caretaker-like: results are filed without commentary while the company focuses on closing the Sun Pharma sale.

Q2 2026Slides
Q1 2026Slides
Q4 2025Slides · Webcast

Summary written with AI from No Q3 2026 call, press release or slides exist: Organon suspended earnings calls and releases after agreeing to be acquired by Sun Pharma. Summary built from the Q3 2026 Form 10-Q and the supplemental non-GAAP exhibit filed with the SEC on October 30, 2026.. Slides, audio and any transcript are the company's and open on its own site. Full transcripts from transcript vendors are not reproduced here.

Last quarter: Third quarter 2026

Revenue slipped 2% and Adjusted EBITDA fell 3% to $502mm as Organon waits to close its sale to Sun Pharma.

Results

Organon issued no third quarter press release. Since agreeing to be bought by Sun Pharma it furnishes only a non-GAAP supplement under item 7.01 with its 10-Q, so revenue and cash flow here come from the 10-Q.
Revenue was $1,574mm, down 2% from $1,602mm a year ago and down 3% excluding currency.
Adjusted EBITDA was $502mm against $518mm a year ago, a 31.9% margin versus 32.3%. It rose from $461mm in the second quarter.
Net income was $164mm versus $160mm. Adjusted diluted EPS was $0.94 versus $1.01.
For nine months, Adjusted EBITDA was $1,378mm versus $1,524mm, while operating cash flow rose to $702mm from $559mm.

Why

Nexplanon sales fell 10% to $200mm, mainly from weaker U.S. doctor demand after the five-year label delayed reinsertions, plus federal funding uncertainty.
Ontruzant fell 77% on lower Brazil tender volume, Jada was gone after its January sale, and supply problems in Established Brands cut revenue by a bit under 2%.
Hadlima grew 35% to $86mm, the new denosumab biosimilars added $24mm, and Emgality and Vtama grew 16% and 21%.
Interest expense fell 17% to $106mm after 2025 note buybacks and term loan prepayments. Results include $19mm of Sun Pharma deal costs, which the company adds back.

Balance sheet and guidance

Cash was $1,455mm at September 30, up from $574mm at year end, helped by $433mm of Jada sale proceeds and $702mm of operating cash flow.
Debt was $8,554mm after $67mm of discounts and issuance costs ($8,621mm of principal), with nothing drawn on the $1.3bn revolver. The weighted average rate is 5.0% and average maturity is about 3.8 years.
By our math, debt less cash is about 4.0x the last four quarters of Adjusted EBITDA ($1,761mm). The company does not report a leverage ratio.
None. Organon stopped giving financial guidance after the Sun Pharma merger agreement in April 2026. Its February 2026 outlook had been about $6.2bn of revenue and about $1.9bn of Adjusted EBITDA for 2026, before it was withdrawn.

What to watch

Closing of the $14.00 per share cash sale to Sun Pharma. Stockholders approved it on July 23, 2026, regulatory approvals are still pending, and closing is expected by early 2027.
Whether the Established Brands supply problems ease. The 10-Q says some are fixed but full recovery is still under way.
Nexplanon in the U.S., and the $55mm of mandatory secured note prepayments due within 450 days of the January 2026 Jada sale.

From the company's press release filed Oct 30, 2026. Figures in this section are as the company reports them, including its own adjusted EBITDA.

Filings

Earnings releases 8

Apr 30, 20268-K for Apr 30, 2026: Results · Press release
Feb 12, 20268-K for Feb 12, 2026: Results; Regulation FD · Press release · Presentation or supplement
Nov 10, 20258-K for Nov 10, 2025: Results; Regulation FD · Press release · Presentation or supplement
Aug 5, 20258-K for Aug 5, 2025: Results; Regulation FD · Press release · Presentation or supplement
May 1, 20258-K for May 1, 2025: Results; Regulation FD; Other event · Press release · Presentation or supplement
Feb 13, 20258-K for Feb 13, 2025: Results; Regulation FD · Press release · Presentation or supplement
Oct 31, 20248-K for Oct 31, 2024: Results; Regulation FD · Press release · Presentation or supplement
Aug 6, 20248-K for Aug 6, 2024: Results; Regulation FD · Press release · Presentation or supplement

Annual reports (10-K) 5

Quarterly reports (10-Q) 12

Current reports (8-K) 20

Oct 30, 20268-K for Oct 30, 2026: Regulation FD
Jul 31, 20268-K for Jul 31, 2026: Regulation FD
Jul 23, 20268-K for Jul 23, 2026: Shareholder vote
Jul 17, 20268-K for Jul 17, 2026: Other event
Jun 11, 20268-K for Jun 9, 2026: Director or officer change; Shareholder vote
Apr 27, 20268-K for Apr 26, 2026: Material agreement; Director or officer change; Regulation FD
Feb 20, 20268-K for Feb 20, 2026: Other event
Nov 7, 20258-K for Nov 3, 2025: Director or officer change
Oct 27, 20258-K for Oct 26, 2025: Director or officer change; Other event
Jun 12, 20258-K for Jun 10, 2025: Director or officer change; Shareholder vote
May 27, 20258-K for May 27, 2025: Other event
Apr 15, 20258-K for Apr 15, 2025: Director or officer change; Regulation FD
Jan 21, 20258-K for Jan 15, 2025: Director or officer change
Dec 23, 20248-K for Dec 20, 2024: Other event
Dec 6, 20248-K for Dec 4, 2024: Director or officer change
Nov 5, 20248-K for Nov 5, 2024: Regulation FD
Sep 23, 20248-K for Sep 17, 2024: Material agreement
Jun 6, 20248-K for Jun 4, 2024: Shareholder vote
May 17, 20248-K for May 17, 2024: Material agreement; New debt
Dec 5, 20238-K for Dec 1, 2023: Director or officer change

Proxy statements 3

Other filings 3

Links open the document on SEC EDGAR. Earnings call transcripts are not SEC filings and belong to their publishers, so they are not reproduced here; the press release and slides filed with each results 8-K are.

Coming up

Feb 23, 2027Results. Full-year results for the period ending 2026-12-31. The date is an estimate: last year's filing date moved forward a year.
Apr 30, 2028Maturity. 4.125% Senior Secured Notes due 2028: $2,100mm outstanding comes due.
Apr 30, 2028Maturity. 2.875% Senior Secured Notes due 2028 (EUR 1.25bn): $1,422mm outstanding comes due.

Recent 8-K filings

Oct 30, 2026Regulation FD disclosure
Jul 31, 2026Regulation FD disclosure
Jul 23, 2026Shareholder vote
Jul 17, 2026Other event