Organon & Co. filed an Item 8.01 Current Report on July 17, 2026, to update investors on litigation and supplemental disclosures tied to its pending merger with Sun Pharmaceutical Holdings USA, Inc. The company said it is voluntarily adding information to its definitive proxy statement ahead of a special stockholder meeting scheduled for July 23, 2026, where Organon stockholders are expected to vote on the proposed transaction. The underlying merger agreement was signed on April 26, 2026, among Organon, Sun Pharmaceutical Holdings USA, Inc. (“Sun Pharma USA”), and Sun Pharma America, Inc., a wholly owned subsidiary of Sun Pharma USA. Under the agreement, Sun Pharma America would merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc. and Sun Pharma (Netherlands) B.V. are also parties for certain specified provisions of the merger agreement. The July 17 filing was prompted by litigation filed on July 6, 2026, in the Superior Court of New Jersey, Mercer County Chancery Division. The complaint, captioned *Richard Delman v. Robert Essner, et al.*, names Organon, its current board members, Sun Pharma USA and Sun Pharma America as defendants. The plaintiff alleges that Organon’s definitive proxy statement for the merger was materially incomplete and misleading. The complaint asserts claims under the New Jersey Uniform Securities Law, as well as New Jersey common-law claims for negligent misrepresentation and concealment, general negligence and civil conspiracy. The plaintiff is seeking declaratory and injunctive relief, including an order blocking the stockholder vote unless Organon issues additional proxy disclosures. On July 13, 2026, the plaintiff also filed a motion seeking a preliminary injunction to stop the July 23 special meeting and require supplemental disclosures. As of Organon’s July 17 filing, the court had not ruled on that motion. Organon said it believes the claims are without merit and denies that additional disclosure is legally required, but it is supplementing the proxy “to avoid the risk” that the litigation could delay or adversely affect the merger and to reduce litigation-related costs and uncertainty. The company said it was not aware of any other lawsuits challenging the merger or proxy statement as of July 17, though additional suits could be filed. The supplemental disclosures add detail about the sale process and Sun Pharma’s diligence. Organon disclosed that in January 2026, Sun Pharma conducted preliminary diligence and held virtual management meetings with Organon. On January 22, 2026, Organon presented Sun Pharma with potential synergies across business segments and identified preliminary cost synergies across commercial, procurement, research and development, and corporate functions, estimated at approximately $700 million in the aggregate. Organon also expanded its description of a February 3, 2026 board meeting. At that meeting, the board, management, Sullivan & Cromwell and Morgan Stanley discussed Sun Pharma’s January 29 indication of interest, which proposed a transaction at $13.50 per share of Organon common stock. Morgan Stanley reviewed recent communications with Sun Pharma, anticipated process timing and updated preliminary financial analyses. The board discussed potential synergies, including the preliminary synergy estimates already presented to Sun Pharma. The board then determined that Organon was not prepared to pursue a transaction at $13.50 per share and that it continued to evaluate alternatives unless it received a price it deemed compelling. The filing also adds more context about alternatives reviewed by the board. Goldman Sachs presented a possible sequence of strategic transactions involving a merger of equals with an integrated specialty pharmaceutical company, a divestiture of the combined company’s Established Brands and generics business, acquisitions of innovative pipeline products, and strategic investments in dermatology and women’s health, along with continued development of Organon’s pipeline. Organon said the board discussed execution risks, including identifying counterparties for multiple future transactions and successfully executing acquisitions, integrations and other initiatives, before continuing to evaluate Sun Pharma’s proposal. Organon further clarified Morgan Stanley’s fairness-opinion materials. The company said certain information — including publicly traded companies analysis, precedent transactions analysis, premia paid analysis, analysts’ price targets and historical trading range — was provided as supplemental reference data for the board. Morgan Stanley did not consider those items part of the financial analyses supporting its opinion because, in its professional judgment, the analyses it performed were sufficient to support the opinion. The supplemental filing also adds detail to Organon’s unaudited financial projections. For 2026, Organon projected revenue of $6.252 billion and adjusted EBITDA of $1.894 billion. Revenue was projected to rise to $6.475 billion in 2027, $6.693 billion in 2028 and $6.822 billion in 2029, before declining to $6.470 billion in 2030. Adjusted EBITDA was projected at $2.018 billion in 2027, $2.099 billion in 2028, $2.150 billion in 2029 and $1.986 billion in 2030. Unlevered free cash flow was projected at $714 million for 2026, $958 million for 2027, $1.117 billion for 2028 and $774 million for 2029. The filing also included quarterly 2026 estimates for the second, third and fourth quarters. The company provided definitions for key non-GAAP figures. Adjusted EBITDA is described as non-GAAP adjusted operating income, excluding certain non-recurring and one-time items, including costs related to planned exits from supply agreements with Merck & Co., Inc., plus depreciation. Unlevered free cash flow is defined as adjusted EBITDA less future stock-based compensation grants, taxes using an assumed 25% effective tax rate applied to EBIT, changes in net working capital, capital expenditures, costs tied to planned exits from Merck supply agreements, restructuring costs, business development milestone and upfront payments, and other cash items. Organon also disclosed several valuation-related data points: as of April 24, 2026, it had approximately 284.9 million fully diluted shares of common stock outstanding, including existing Organon options, restricted stock units and performance stock units. As of March 31, 2026, Organon had net debt of $7.530 billion. Its estimated adjusted last-12-months EBITDA as of March 31, 2026, excluding a $6 million benefit from a China non-controlling interest refund in the first quarter of 2026, was $1.832 billion. No insider purchase, sale or equity-award transaction is reported in this filing, and there are no Form 4 transaction codes. The filing instead reports merger-related litigation and proxy supplements that could affect the timing and disclosure record for Organon’s pending acquisition by Sun Pharma USA.