Merck & Co., Inc. MRK → Organon & Co. OGN
| Parent | Merck & Co., Inc. MRK |
|---|---|
| Spinco | Organon & Co. OGN |
| Status | Completed |
| Structure | Spin-off A filing states a pro-rata distribution: holders receive shares automatically. |
| Focus | Not focus-increasing Parent and spinco remain in the same industry; the separation divides scale rather than business. |
| Ratio | 1 Organon share for every 10 Merck shares |
| Ratio note | The information statement words this as one-tenth of an Organon share for each Merck share. |
| Checked against EDGAR | 2026-08-22 |
Data trap
Merck did not present Organon as discontinued operations until its second-quarter 2021 report, so any Merck income-statement figure taken from a filing before August 2021 still contains the Organon businesses and is not comparable to restated standalone Merck. On the other side, Organon's pre-separation statements are carve-out combined financials and its pre-spin earnings per share is synthetic: the 253,516,000 distributed share count is applied backwards to periods when those shares did not exist.
The restated filings have landed; this is kept as history.
Catalyst clock
- 2020-02-05Separation announced
- 2021-03-17Form 10 filed
- 2021-04-29Form 10 last amended
- 2021-05-07Form 10 effective
- 2021-05-17Record date
- —When-issued trading opens
- 2021-06-02Distribution
- 2021-08-12First standalone earnings
- —Index inclusion announced
Performance since separation
| Organon & Co. since separation | -62.84% |
|---|---|
| Merck & Co., Inc. over the same window | +110.88% |
| S&P 500 (SPY) over the same window | +82.17% |
| Russell 2000 (IWM) over the same window | +31.37% |
| Excess over the S&P 500 | -145.01% |
| Excess over the Russell 2000 | -94.21% |
Measured from the first regular-way close on or after the distribution — 2021-06-03 at 37.00 — to 2026-08-21 at 13.75. Window: 5.2 years. The 2021-06-02 session was skipped: it traded on when-issued volume, not regular-way, and pricing from it would measure the return against a market that no longer existed the next day. Two benchmarks, because one is misleading: spin-offs are usually small companies, and across this period small caps lagged the S&P by several points a year on their own. Measured against the S&P alone, roughly a third of any shortfall is company size rather than the separation. Returns are arithmetic over end-of-day closing prices. Unlike every other figure on this page, they do not come from a filing.
Pre-distribution investor return
| Parent, announcement to separation | price history starts after the separation |
|---|---|
| Combined (Merck & Co., Inc. + Organon & Co.), pre-distribution to now | +114.71% |
| Combined excess over the S&P 500 | +32.25% |
| Combined excess over the Russell 2000 | +83.18% |
Combined treats a pre-spin holding as 1 Organon share for every 10 Merck shares valued at the parent's last close before regular post-spin trading resumed — 2021-06-01 at 71.69 — against that same basket today. That baseline is a practical proxy, not an attempt to isolate exactly how much value the separation transferred: for a large parent and a small spinco, ordinary day-to-day price noise can be bigger than the transfer itself.
Filings
Every fact on this page comes from one of these.
- 10-12Bfiled 2021-03-17 · 0001193125-21-084081Initial Form 10 registration statement
- 10-12B/Afiled 2021-04-29 · 0001193125-21-140380Final amendment; Ex-99.1 information statement carries the 1-for-10 ratio, the May 17 record date and the expected June 2 distribution
- 8-Kfiled 2021-06-03 · 0001193125-21-180652Item 1.01: pro rata distribution made June 2, 2021 to Merck holders of record May 17
- 8-Kfiled 2021-06-03 · 0001193125-21-180657Merck Item 2.01 completion of disposition, confirming the distribution from the parent side
- 10-Qfiled 2021-06-21 · 0001821825-21-000005First periodic report; subsequent-events note gives the actual 253,516,000 shares distributed and states regular-way NYSE trading began June 3, 2021
- 8-Kfiled 2021-08-12 · 0001104659-21-103773Item 2.02 first results release as an independent company
Notes
Merck's separation of its women's health, biosimilars and established-brands portfolio. The distribution completed on June 2, 2021 and regular-way OGN trading began the next session, which is where the return here is measured from. Classified non-focus-increasing: both companies remain pharmaceutical preparations makers under the same four-digit SIC, and the separation sorts mature products from growth ones rather than separating industries.