Merck & Co SEC Filings

Merck & Co., Inc. director Thomas H. Glocer reported an equity compensation update. On 12/31/2025, he acquired 463.1389 phantom stock units, which are linked on a 1-for-1 basis to Merck common stock and are to be settled entirely in cash after his termination of service, under the company’s Plan for Deferred Payment of Directors' Compensation.

Following this transaction, he beneficially owns 107,075.6744 phantom stock units and 5,100 shares of Merck common stock directly. The holdings include shares accumulated through dividend reinvestment. Phantom stock gives economic exposure to the share price without issuing actual shares.

Merck & Co., Inc. director Mary Ellen Coe reported an acquisition of derivative securities linked to the company’s common stock. On 12/31/2025, she received 285.0086 phantom stock units, each tied on a 1-for-1 basis to Merck common shares, at a reference price of $105.26 per unit. Following this transaction, she holds 29,231.5716 phantom stock units directly.

The phantom stock units are to be settled 100% in cash upon her termination of service, according to a distribution schedule elected under Merck’s Plan for Deferred Payment of Directors’ Compensation. Her holdings also include shares acquired through dividend reinvestment, reflecting ongoing participation in Merck’s director compensation and deferral programs rather than open-market share purchases.

Caymus Purchaser, Inc., an indirect subsidiary of Merck, filed an amendment updating its cash tender offer for all common and Series A preferred shares of Cidara Therapeutics, Inc.. The offer price remains $221.50 per common share and $15,505.00 per Series A preferred share, both payable in cash, without interest and subject to withholding taxes. The amendment clarifies that, based on shares outstanding as of December 3, 2025, the minimum condition is expected to be met if approximately 18,900,605 shares (a majority of common and Series A on an as-converted basis) are validly tendered and not withdrawn by the expiration date. It also states that, as of December 12, 2025, Merck, Parent, Purchaser and their directors and executive officers did not beneficially own Cidara shares or trade in them during the prior 60 days, and it refines language on how offer conditions relate to rights under the merger agreement.

Merck & Co., Inc. reported that on December 4, 2025 it closed an underwritten public offering of multiple series of senior notes under its automatic shelf registration. The offering includes $500,000,000 aggregate principal amount of Floating Rate Notes due 2029, $750,000,000 of 3.850% Notes due 2029, $1,000,000,000 of 4.150% Notes due 2031 and $1,000,000,000 of 4.450% Notes due 2032.

Merck also issued $1,500,000,000 of 4.750% Notes due 2035, $750,000,000 of 5.500% Notes due 2046, $1,500,000,000 of 5.550% Notes due 2055 and $1,000,000,000 of 5.700% Notes due 2065. The notes were issued under an existing indenture dated January 6, 2010 with U.S. Bank Trust National Association as trustee, and related officers’ certificates and a legal opinion were filed as exhibits.

Merck & Co., Inc. is issuing $8.0 billion of senior unsecured notes across eight tranches, including a $500 million SOFR-linked floating-rate note due 2029 and fixed-rate notes maturing between 2029 and 2065 with coupons from 3.850% to 5.700%. The company expects net proceeds of about $7.92 billion.

Merck plans to use the cash for general corporate purposes, repayment of debt and potentially to help fund its proposed $9.2 billion cash acquisition of Cidara Therapeutics at $221.50 per share, centered on flu candidate CD388. If the Cidara deal is not completed by a specified end date or is terminated, several series of notes must be redeemed at 101% of principal plus interest.

The notes rank equally with Merck’s other senior unsecured debt and are structurally subordinated to subsidiary obligations. The offering increases total debt from $41.4 billion to $49.4 billion, while the floating-rate tranche exposes holders to SOFR-related benchmark and liquidity risks described in detail.

Merck & Co., Inc. is launching a multi-tranche senior notes offering, including floating-rate notes linked to Compounded SOFR and several fixed-rate series, to raise capital for general corporate purposes. The company may also use part of the proceeds to help fund its proposed all-cash acquisition of Cidara Therapeutics for $221.50 per share, valuing the transaction at about $9.2 billion.

The notes will be unsecured senior obligations of Merck, structurally subordinated to debt at its subsidiaries, and will not be listed on any exchange. Several series, including the floating-rate notes, carry a special mandatory redemption at 101% of principal plus accrued interest if the Cidara deal is not completed by the contractual deadline, the merger agreement is terminated, or Merck elects not to pursue the transaction. The filing also details risks tied to SOFR-based interest calculations, potential benchmark transitions, and the absence of an assured trading market for the notes.

Merck & Co., Inc. (MRK) reported an insider transaction on Form 4. Chief Communications & Public Affairs Officer Cristal N. Downing sold 7,085 shares of Merck common stock at $87 on 11/10/2025 (transaction code S), and reported 0 shares beneficially owned following the sale.

The filing indicates direct ownership for the transaction. The document was signed by an attorney-in-fact on behalf of the reporting person.

Merck & Co., Inc. (MRK) reported a Form 144 notice for a proposed sale of up to 7,085 shares of common stock, with an aggregate market value of $616,395.00. The planned sale is listed for the NYSE through Morgan Stanley Smith Barney LLC Executive Financial Services, with an approximate sale date of November 10, 2025.

The shares to be sold were acquired via restricted stock vesting under a registered plan in two tranches: 2,361 shares on 01/17/2025 and 4,724 shares on 01/27/2025. Shares outstanding are shown as 2,482,022,536, which is a baseline figure and not the amount being sold.