Merck & Co. (NYSE: MRK) cuts 2026 EPS outlook after $14.7B deal charges

Rhea-AI Filing Summary

Merck & Co., Inc. reported second-quarter 2026 sales of $16,607 million, up 5% from $15,806 million, with Pharmaceutical sales of $14,760 million and Animal Health sales of $1,775 million, both up 5% and 8%, respectively. Growth was led by oncology and cardiometabolic products, including KEYTRUDA/KEYTRUDA QLEX at $8,366 million and WINREVAIR at $588 million, up 75%.

The company recorded a GAAP net loss of $1,335 million (EPS $(0.54)) and a non-GAAP net loss of $330 million (EPS $(0.13)), versus GAAP EPS of $1.76 and non-GAAP EPS of $2.13 a year earlier. Results were driven by a $5.7 billion R&D charge for the acquisition of Terns Pharmaceuticals, equal to $2.31 per share, which also pushed non-GAAP R&D to $9.7 billion.

Merck highlighted major regulatory milestones, including FDA approval of LIPFENDRA, multiple new KEYTRUDA-based regimens, and additional vaccine indications. For full-year 2026, it raised sales guidance to $66.3–$67.3 billion but cut non-GAAP EPS guidance to $2.66–$2.76 from $5.04–$5.16, reflecting one-time acquisition charges of $9.0 billion for Cidara and $5.7 billion for Terns.

Positive

• Raised 2026 sales outlook to $66.3–$67.3 billion from $65.8–$67.0 billion, supported by 5% year-over-year sales growth and strong contributions from oncology, cardiometabolic medicines and Animal Health.
• Multiple major approvals across the pipeline, including FDA approval of LIPFENDRA and several new KEYTRUDA-based oncology regimens, as well as an expanded indication for CAPVAXIVE in high-risk children and adolescents.

Negative

• Quarter swung to loss: Q2 2026 GAAP net (loss) income was $(1,335) million (EPS $(0.54)) and non-GAAP net loss was $(330) million (EPS $(0.13)), versus strong profits a year earlier, mainly from a $5.7 billion Terns acquisition charge.
• Sharp cut to 2026 non-GAAP EPS guidance to $2.66–$2.76 from $5.04–$5.16, reflecting one-time acquisition-related R&D charges of $9.0 billion for Cidara and $5.7 billion for Terns and a higher projected non-GAAP tax rate of 35.0%–36.0%.

Filing Explained

Terns is completed; its $5.7 billion acquisition charge is included in second-quarter results and the 2026 outlook.

The August 4 Form 8-K furnishes Merck’s second-quarter 2026 results and supplemental financial information, and states that the Terns acquisition was completed; the results include a $5.7 billion acquisition charge rather than a proposed transaction.

Form 8-K is used to report specified material events, while the item numbers identify the event category. Here, Item 2.02 covers results of operations and financial condition, and Item 9.01 lists the exhibits.

The company states that supplemental Exhibit 99.2 is not considered filed for Section 18 purposes and is not incorporated into other SEC filings except by specific reference, so its tables provide additional disclosure without that stated filing status.

The next named milestone is the oncology investor event scheduled for October 26, 2026, when management says it will update its oncology strategy and program.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Sales: $16,607 million Q2 2026 GAAP Net (Loss) Income: $(1,335) million Q2 2026 GAAP EPS: $(0.54) +5 more

8 metrics

Q2 2026 Sales $16,607 million Second quarter 2026 sales, up 5% from $15,806 million in 2025

Q2 2026 GAAP Net (Loss) Income $(1,335) million Net (loss) income attributable to the company in second quarter 2026

Q2 2026 GAAP EPS $(0.54) GAAP loss per share assuming dilution for the second quarter 2026

Q2 2026 Non-GAAP EPS $(0.13) Non-GAAP loss per share excluding specified items for second quarter 2026

Terns Acquisition Charge $5.7 billion Second-quarter 2026 charge in R&D, equal to $2.31 per share

Full-Year 2026 Sales Outlook $66.3–$67.3 billion Updated 2026 company-wide sales guidance range

Full-Year 2026 Non-GAAP EPS Outlook $2.66–$2.76 Updated 2026 non-GAAP EPS guidance including Cidara and Terns charges

Q2 2026 KEYTRUDA/KEYTRUDA QLEX Sales $8,366 million Combined sales in second quarter 2026, up 5% year over year

Key Terms

non-GAAP, adjuvant treatment, pre-exposure prophylaxis, effective income tax rate, +2 more

6 terms

non-GAAP financial

"Non-GAAP EPS that excludes certain items 3*"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

adjuvant treatment medical

"for Adjuvant Treatment of Certain Patients With ccRCC"

Adjuvant treatment is therapy given after a primary intervention, like surgery, to destroy any remaining disease and lower the risk of the condition coming back. For investors it matters because moving a drug or therapy into the adjuvant setting can increase the number of eligible patients, change regulatory requirements and trial designs, and potentially extend revenue if the treatment proves effective — think of it as a follow-up cleanup to help prevent a recurrence.

pre-exposure prophylaxis medical

"once-monthly oral Pre-Exposure Prophylaxis in Phase 3 development"

Pre-exposure prophylaxis (PrEP) is a medical treatment taken by people who are not yet infected to prevent catching a specific infectious disease; think of it like wearing a safety helmet before a potential risk. It matters to investors because approval, pricing, public health guidelines, and how many people use it drive demand, revenue potential, and competitive positioning for companies that make, sell, or insure access to these preventive products.

effective income tax rate financial

"resulting in an effective income tax rate of (95.9)%"

The effective income tax rate is the share of a company’s pre-tax profit that it actually pays in income taxes, calculated by dividing total tax expense by pre-tax income. For investors, it shows how much tax reduces a company’s earnings — like knowing the difference between a car’s sticker price and what you actually pay after fees and discounts — and helps compare profitability and cash available for growth or dividends.

acquisition- and divestiture-related costs financial

"Acquisition- and divestiture-related costs 4"

Phase 3 medical

"Based on Results From Phase 3 LITESPARK-022 Trial"

Phase 3 is the late-stage clinical testing step for a new drug or medical treatment, where the product is given to large groups of patients to confirm effectiveness, monitor side effects, and compare it to standard care. Successful Phase 3 results are often the final scientific hurdle before regulators decide on approval and market launch—like passing a final exam before graduation—and can sharply change a company's valuation and future revenue prospects.

Offering Details

IPO/secondary/shelf/ATM

Offering

Offering Type IPO/secondary/shelf/ATM

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Understanding 8-K Material Events →

Available on EDGAR 08/04/2026 - 06:48 AM Accepted by SEC EDGAR 08/04/2026 - 06:47 AM Learn about SEC filing dates

FAQ

How did Merck (MRK) perform financially in Q2 2026?

Merck generated $16,607 million in sales in Q2 2026, up 5% from $15,806 million a year earlier. However, it reported a GAAP net loss of $1,335 million and non-GAAP net loss of $330 million, mainly due to a large acquisition-related R&D charge.

Why did Merck (MRK) report a GAAP and non-GAAP loss in Q2 2026?

Both GAAP and non-GAAP results were driven by a $5.7 billion charge for the acquisition of Terns Pharmaceuticals, equal to $2.31 per share. This charge significantly increased R&D expense to $9.7 billion and turned prior-year profits into a quarterly loss.

What is Merck’s updated full-year 2026 outlook for sales and EPS?

Merck now expects 2026 sales of $66.3–$67.3 billion and non-GAAP EPS of $2.66–$2.76. The EPS range includes one-time charges of $3.62 per share for Cidara and $2.31 per share for Terns and assumes a non-GAAP tax rate of 35.0%–36.0%.

How did key products like KEYTRUDA and WINREVAIR perform for Merck (MRK) in Q2 2026?

KEYTRUDA/KEYTRUDA QLEX delivered combined sales of $8,366 million, up 5% from $7,956 million, reflecting strong oncology demand. WINREVAIR reached sales of $588 million, rising 75% year over year on continued U.S. uptake and early international launches.

What major pipeline and regulatory milestones did Merck (MRK) achieve in this period?

Merck reported FDA approval of LIPFENDRA, the first once-daily oral PCSK9 inhibitor, and several new KEYTRUDA combination indications in cancers such as ccRCC, MIBC and PD-L1+ advanced TNBC. It also noted expanded uses for vaccines like CAPVAXIVE and progress in HIV prevention.

How are Merck’s (MRK) business development deals affecting its 2026 results?

Two large transactions are shaping 2026: a $9.0 billion R&D charge for acquiring Cidara Therapeutics and a $5.7 billion charge for acquiring Terns. Together they add $5.93 per share of non-GAAP one-time expense and materially reduce full-year non-GAAP EPS.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 4, 2026 (August 4, 2026)

Merck & Co., Inc.

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation) 1-6571 (Commission File Number) 22-1918501 (I.R.S. Employer Identification No.)

126 East Lincoln Avenue, Rahway, NJ (Address of principal executive offices) 07065 (Zip Code)

Registrant’s telephone number, including area code (908) 740-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.50 par value)		MRK		New York Stock Exchange
1.875% Notes due 2026		MRK/26		New York Stock Exchange
3.250% Notes due 2032		MRK/32		New York Stock Exchange
2.500% Notes due 2034		MRK/34		New York Stock Exchange
1.375% Notes due 2036		MRK 36A		New York Stock Exchange
3.500% Notes due 2037		MRK/37		New York Stock Exchange
3.700% Notes due 2044		MRK/44		New York Stock Exchange
3.750% Notes due 2054		MRK/54		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 2.02. Results of Operations and Financial Condition.

The following information, including the exhibits hereto, is being furnished pursuant to this Item 2.02.

Incorporated by reference is a press release issued by Merck & Co., Inc. on August 4, 2026, regarding earnings for the second quarter of 2026, attached as Exhibit 99.1. Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99.2.

This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit 99.1	Press release issued August 4, 2026, regarding earnings for the second quarter of 2026
Exhibit 99.2	Certain supplemental information not included in the press release
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Merck & Co., Inc.
Date: August 4, 2026	By:	/s/ Kelly E. W. Grez
		Kelly E. W. Grez
		Corporate Secretary

Exhibit 99.1

- 1 -

News Release

Merck & Co., Inc., Rahway, N.J., USA Announces Second-Quarter 2026 Financial Results; Highlights Key Regulatory and Clinical Milestones Across Broad, Diverse Pipeline

Sales Growth Reflects Continued Strength in Oncology, Including Initial Uptake of KEYTRUDA QLEX, and Animal Health, Plus Contributions From Launches Such as WINREVAIR

Financial Highlights

- Total Worldwide Sales Were $16.6 Billion (5% Growth; 4% Growth ex-FX)

o KEYTRUDA/KEYTRUDA QLEX¹ Sales Were $8.4 Billion (5% Growth; 4% Growth ex-FX); Includes KEYTRUDA QLEX Sales of $463 Million

o WINREVAIR Sales Were $588 Million (75% Growth; 75% Growth ex-FX)

o Animal Health Sales Were $1.8 Billion (8% Growth; 5% Growth ex-FX)

- GAAP Loss per Share Was $0.54; Non-GAAP Loss per Share Was $0.13; GAAP and Non-GAAP Loss per Share Include a Charge of $2.31 per Share for the Acquisition of Terns

Pipeline & Portfolio Highlights

- Received U.S. FDA Approval for LIPFENDRA (enlicitide), the First and Only Once-Daily Oral PCSK9 Inhibitor To Reduce LDL-C in Adults With Hypercholesterolemia

- Announced Positive Data From TroFuse-005 Trial Evaluating Sacituzumab Tirumotecan (sac-TMT) in Certain Patients With Advanced or Recurrent Endometrial Cancer

- Announced Positive Phase 3 Results From Once-Weekly Investigational Oral HIV Treatment Regimen of Islatravir and Lenacapavir, in Collaboration With Gilead

Full-Year 2026 Financial Outlook

- Narrows and Raises Expected Worldwide Sales Range To Be Between $66.3 Billion and $67.3 Billion

- Now Expects Non-GAAP EPS To Be Between $2.66 and $2.76; Outlook Includes Charges of $2.43 per Share for the Acquisition of Terns, Comprised of a One-Time Charge of $2.31 per Share as Well as Costs of Approximately $0.12 per Share To Finance the Acquisition and Advance MK-4208 (Formerly TERN-701)

¹ Available in some markets as KEYTRUDA SC.

- 2 -

RAHWAY, N.J., Aug. 4, 2026 – Merck & Co., Inc., Rahway, N.J., USA (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the second quarter of 2026.

“We continued to make substantial progress across our business this quarter, driven by strong execution and growing contributions from new product launches,” said Robert M. Davis, chairman and chief executive officer. “The FDA approval of LIPFENDRA is an exciting moment for our company and for patients, marking the latest milestone in our nearly 70-year legacy in cardiovascular disease. Together with key regulatory and clinical advances across oncology, HIV and immunology, this achievement reflects the strength of our pipeline and portfolio transformation as we bring forward the next wave of innovation. I am confident in the ongoing execution of our strategy as we deliver for patients and further enhance our long-term growth trajectory.”

Financial Summary

			Second Quarter
$ in millions, except EPS amounts			2026				2025				Change				Change Ex- Exchange
Sales		$	16,607			$	15,806				5	%			4	%
GAAP net (loss) income2			(1,335	)			4,427				N/M				N/M
Non-GAAP net (loss) income that excludes certain items2,3*			(330	)			5,366				N/M				N/M
GAAP EPS			(0.54	)			1.76				N/M				N/M
Non-GAAP EPS that excludes certain items3*			(0.13	)			2.13				N/M				N/M

*Refer to table on page 7.

N/M - Not meaningful

For the second quarter of 2026, Generally Accepted Accounting Principles (GAAP) loss / earnings per share (EPS) assuming dilution was a loss per share of $0.54 and non-GAAP loss per share was $0.13. Both the GAAP and non-GAAP loss per share were due to a charge for the acquisition of Terns Pharmaceuticals, Inc. (Terns) of $2.31 per share. Both GAAP and non-GAAP EPS in the second quarter of 2025 include a charge of $0.07 per share for an upfront payment related to a license agreement with Jiangsu Hengrui Pharmaceutical Co., Ltd. (Hengrui Pharma).

Non-GAAP EPS excludes acquisition- and divestiture-related costs and costs related to restructuring programs, as well as income and losses from investments in equity securities. Non-GAAP EPS in the second quarter of 2025 also excludes tax benefits primarily resulting from favorable audit reserve adjustments.

Year-to-date results can be found in the attached tables.

² Net (loss) income attributable to the Company.

³ The Company is providing certain 2026 and 2025 non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the Company’s results because management uses non-GAAP results to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. For a description of the non-GAAP adjustments, see Table 2a attached to this release.

- 3 -

Second-Quarter Sales Performance

The following table reflects sales of the Company’s top products and significant performance drivers.

			Second Quarter
$ in millions			2026				2025				Change				Change Ex- Exchange			Commentary
Total Sales		$	16,607			$	15,806				5	%			4	%
Pharmaceutical			14,760				14,050				5	%			4	%		Increase primarily driven by growth in oncology as well as cardiometabolic and respiratory, partially offset by a decline in diabetes.
KEYTRUDA/ KEYTRUDA QLEX			8,366				7,956				5	%			4	%		Growth primarily driven by strong global uptake in earlier-stage indications, including triple-negative breast cancer (TNBC), cervical cancer, head and neck cancer and bladder cancer, as well as higher global demand in metastatic indications, including urothelial cancer. Sales of KEYTRUDA QLEX were $463 million.
GARDASIL/GARDASIL 9			1,169				1,126				4	%			3	%		Increase primarily due to higher demand in Asia Pacific and Europe, as well as favorable timing of tenders in Europe, partially offset by lower demand in certain other international markets.
PROQUAD, M-M-R II and VARIVAX			592				609				-3	%			-3	%		Decrease primarily reflects lower demand in the U.S., partially offset by higher net pricing in the U.S., higher demand in Europe and favorable private-sector purchasing patterns for M-M-R II in the U.S.
WINREVAIR			588				336				75	%			75	%		Growth primarily reflects continued uptake in the U.S. and early launch uptake in certain international markets, particularly in Japan and Europe.
BRIDION			497				461				8	%			8	%		Growth primarily due to higher demand and net pricing in the U.S.
JANUVIA/JANUMET			429				623				-31	%			-31	%		Decline primarily due to lower demand and net pricing in the U.S. due to competition, as well as lower demand in China and most other international markets due to ongoing generic competition.
Lynparza*			365				370				-1	%			-2	%		Relatively flat compared with prior year.
PREVYMIS			295				228				29	%			28	%		Increase primarily due to higher demand in the U.S. and certain European markets, reflecting in part the launch of new indications.
Lenvima*			283				265				7	%			6	%		Growth primarily due to higher demand in the U.S., partially offset by lower net pricing.

- 4 -

			Second Quarter
$ in millions			2026				2025				Change				Change Ex- Exchange			Commentary
WELIREG			271				162				67	%			67	%		Growth primarily driven by higher demand in the U.S. and continued launch uptake in several international markets, particularly in Japan, as well as favorable wholesaler purchasing patterns in the U.S.
OHTUVAYRE			204				-				-				-			Product obtained as part of the Company’s October 2025 acquisition of Verona Pharma plc. Includes a benefit from the timing of specialty pharmacy purchases in the U.S.
CAPVAXIVE			184				129				42	%			40	%		Increase primarily driven by launch uptake in several international markets, particularly in Asia Pacific and Europe, as well as in the U.S.
VAXNEUVANCE			148				229				-35	%			-36	%		Decline primarily due to favorable prior period public-sector activity in the U.S., which increased sales in that period, as well as lower demand in the U.S. and in most international markets in the current period due to competitive pressure.
LAGEVRIO			5				83				-95	%			-95	%		Decline largely due to lower demand in Japan and the U.S.
Animal Health			1,775				1,646				8	%			5	%		Growth attributable to both Livestock and Companion Animal product portfolios.
Livestock			1,041				961				8	%			6	%		Growth primarily driven by higher demand for ruminant and poultry products.
Companion Animal			734				685				7	%			5	%		Growth primarily due to new product launches. Sales of BRAVECTO line of products were $359 million and $335 million in the current and prior-year quarters, respectively, which represents an increase of 7%, or 4% excluding impact of foreign exchange.
Other Revenues**			72				110				-35	%			-34	%		Decline primarily due to lower revenue from third-party manufacturing arrangements.

*Alliance revenue for this product represents the Company’s share of profits, which are product sales net of cost of sales and commercialization costs.

**Other revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities.

- 5 -

Second-Quarter Expense and Related Information

The table below presents selected expense information.

$ in millions		GAAP				Acquisition- and Divestiture- Related Costs4				Restructuring Costs				(Income) Loss From Investments in Equity Securities				Non- GAAP3
Second Quarter 2026
Cost of sales		$	4,395			$	1,067			$	184			$	-			$	3,144
Selling, general and administrative			2,904				17				-				-				2,887
Research and development			9,741				6				(1	)			-				9,736
Restructuring costs			151				-				151				-				-
Other (income) expense, net			99				-				-				(191	)			290
Second Quarter 2025
Cost of sales		$	3,557			$	576			$	165			$	-			$	2,816
Selling, general and administrative			2,649				15				1				-				2,633
Research and development			4,048				3				53				-				3,992
Restructuring costs			560				-				560				-				-
Other (income) expense, net			(7	)			-				-				(61	)			54

GAAP Expense, EPS and Related Information

Gross margin was 73.5% for the second quarter of 2026 compared with 77.5% for the second quarter of 2025. The decrease was primarily due to higher amortization of intangible assets and inventory write-downs.

Selling, general and administrative (SG&A) expenses were $2.9 billion in the second quarter of 2026, an increase of 10% compared with the second quarter of 2025. The increase was primarily due to higher administrative costs (including investments in IT), as well as higher promotional costs in support of product launches.

Research and development (R&D) expenses were $9.7 billion in the second quarter of 2026 compared with $4.0 billion in the second quarter of 2025. The increase was largely due to a $5.7 billion charge for the acquisition of Terns and higher clinical development spending, partially offset by a $200 million reduction in R&D expenses as part of a funding agreement with Blackstone Life Sciences (Blackstone). R&D expenses in the second quarter of 2025 include a $200 million charge for an upfront payment related to a license agreement with Hengrui Pharma.

Other (income) expense, net, was $99 million of expense in the second quarter of 2026 compared with $7 million of income in the second quarter of 2025. The unfavorability was primarily due to higher net interest expense, partially offset by higher net income from investments in equity securities.

⁴ Reflects expenses related to business combinations, including the amortization of intangible assets, intangible asset impairment charges, and expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes integration, transaction and certain other costs associated with acquisitions and divestitures, as well as amortization of intangible assets related to collaborations, licensing arrangements and asset acquisitions, and recognition of fair value step-up to inventories for asset acquisitions.

- 6 -

The income tax provision for the second quarter of 2026 was $654 million on a pretax loss of $683 million, resulting in an effective income tax rate of (95.9)%. This effective income tax rate includes a 108.9 percentage point unfavorable impact of the charge for the acquisition of Terns, for which no tax benefit was recorded.

GAAP loss per share was $0.54 for the second quarter of 2026 compared with earnings per share of $1.76 for the second quarter of 2025, largely due to higher charges for business development transactions, reflecting a $2.31 per share charge in the second quarter of 2026 for the acquisition of Terns compared with a $0.07 per share charge in the second quarter of 2025 related to a license agreement with Hengrui Pharma.

Non-GAAP Expense, EPS and Related Information

Non-GAAP gross margin was 81.1% for the second quarter of 2026 compared with 82.2% for the second quarter of 2025. The decrease was primarily due to higher inventory write-downs.

Non-GAAP SG&A expenses were $2.9 billion in the second quarter of 2026, an increase of 10% compared with the second quarter of 2025. The increase was primarily due to higher administrative costs (including investments in IT), as well as higher promotional costs in support of product launches.

Non-GAAP R&D expenses were $9.7 billion in the second quarter of 2026 compared with $4.0 billion in the second quarter of 2025. The increase was largely due to a $5.7 billion charge for the acquisition of Terns and higher clinical development spending, partially offset by a $200 million reduction in R&D expenses as part of a funding agreement with Blackstone. R&D expenses in the second quarter of 2025 include a $200 million charge for an upfront payment related to a license agreement with Hengrui Pharma.

Non-GAAP other (income) expense, net, was $290 million of expense in the second quarter of 2026 compared with $54 million of expense in the second quarter of 2025. The unfavorability was primarily due to higher net interest expense.

The non-GAAP income tax provision for the second quarter of 2026 was $882 million on pretax income of $550 million, resulting in a non-GAAP effective income tax rate of 160.3%. This effective income tax rate includes a 146.2 percentage point unfavorable impact of the charge for the acquisition of Terns, for which no tax benefit was recorded.

Non-GAAP loss per share was $0.13 for the second quarter of 2026 compared with earnings per share of $2.13 for the second quarter of 2025, largely due to higher charges for business development transactions, reflecting a $2.31 per share charge in the second quarter of 2026 for the acquisition of Terns compared with a $0.07 per share charge in the second quarter of 2025 related to a license agreement with Hengrui Pharma.

- 7 -

A reconciliation of GAAP to non-GAAP net (loss) income and EPS is provided in the table that follows.

			Second Quarter
$ in millions, except EPS amounts			2026				2025
EPS
GAAP EPS		$	(0.54	)		$	1.76
Difference			0.41				0.37
Non-GAAP EPS that excludes items listed below3		$	(0.13	)		$	2.13
Net (Loss) Income
GAAP net (loss) income2		$	(1,335	)		$	4,427
Difference			1,005				939
Non-GAAP net (loss) income that excludes items listed below2,3		$	(330	)		$	5,366
Excluded Items:
Acquisition- and divestiture-related costs4		$	1,090			$	594
Restructuring costs			334				779
Income from investments in equity securities			(191	)			(61	)
Increase to net loss / decrease to net income before taxes			1,233				1,312
Estimated income tax benefit5			(228	)			(373	)
Increase to net loss / decrease to net income		$	1,005			$	939

Pipeline and Portfolio Highlights

In the second quarter, the Company achieved key regulatory milestones across the portfolio while continuing to advance its broad and diverse pipeline.

· Oncology:

o U.S. Food and Drug Administration (FDA) approved KEYTRUDA and KEYTRUDA QLEX, each with WELIREG, for the adjuvant treatment of certain patients with clear cell renal cell carcinoma (ccRCC), based on Phase 3 LITESPARK-022 trial.

§ Approvals represent first approved combination of a PD-1 and hypoxia-inducible factor-2 alpha inhibitor for these patients.

o In July, FDA approved expanded use of KEYTRUDA and KEYTRUDA QLEX, each with Padcev, as treatment before and after surgery for adult patients with muscle-invasive bladder cancer (MIBC), including cisplatin eligible patients based on Phase 3 KEYNOTE-B15 trial; the expansion builds upon prior approval of this regimen for cisplatin ineligible patients based on Phase 3 KEYNOTE-905 trial.

o FDA approved KEYTRUDA and KEYTRUDA QLEX, each with Trodelvy, for the first-line treatment of PD-L1 positive (Combined Positive Score [CPS] ≥10) advanced TNBC, based on Phase 3 KEYNOTE-D19/ASCENT-04 trial.

o FDA granted Breakthrough Therapy designation (BTD) for calderasib (MK-1084), an investigational oral specific KRAS G12C inhibitor, in combination with KEYTRUDA, for the first-line treatment of patients with advanced or metastatic non-small cell lung cancer (NSCLC) with KRAS G12C-mutation and expressing PD-L1 (tumor proportion score [TPS] ≥1%).

⁵ Includes the estimated income tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments for all periods presented. Amount in the second quarter of 2025 also includes a $146 million benefit primarily resulting from favorable audit reserve adjustments.

- 8 -

o Announced that Phase 3 TroFuse-005 trial evaluating sac-TMT, an investigational anti-TROP2 antibody-drug conjugate (ADC) being developed in collaboration with Kelun-Biotech, met its primary endpoints of overall survival (OS) and progression-free survival (PFS) in patients with advanced or recurrent endometrial cancer who have progressed after platinum-based chemotherapy and anti-PD-1/L1 immunotherapy. 

§ First Phase 3 results from the Company’s broad sac-TMT clinical development program, which includes 17 ongoing global Phase 3 trials across multiple tumor types.

o At the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting, new research was presented across over 25 types of cancer, reinforcing long-term impact of KEYTRUDA and momentum in the Company’s rapidly advancing oncology pipeline, including:

§ Five-year follow-up data from Phase 2b KEYNOTE-942 trial, in collaboration with Moderna, underscoring continued potential of intismeran autogene (mRNA-4157/V940) in combination with KEYTRUDA for patients with stage III/IV melanoma following complete resection.

§ Data from Phase 3 OptiTROP-Lung05 trial, led by Kelun-Biotech, evaluating sac-TMT plus KEYTRUDA in China, adding to ongoing research of novel treatment approaches for patients with NSCLC.

§ Results from final analysis of KEYNOTE-522 evaluating KEYTRUDA in combination with chemotherapy, reporting a continued survival benefit for patients with high-risk early-stage TNBC.

· Vaccines and Infectious Diseases:

o In July, presented new data for daily and weekly options across HIV treatment and prevention pipeline at 26^th International AIDS Conference (AIDS 2026). Hosted HIV investor event to highlight these data.

§ In collaboration with Gilead, presented first Phase 3 results for islatravir/lenacapavir (ISL/LEN), an investigational oral once-weekly single-tablet HIV treatment regimen, which maintained virological suppression in adults with HIV who switched antiretroviral therapy. ISL/LEN has the potential to be the first approved oral, once-weekly HIV treatment.

§ Presented first results from a Phase 2b study evaluating switch to investigational once-weekly oral islatravir and ulonivirine (ISL/ULO) in adults with virologically suppressed HIV-1.

o Received regulatory approvals in Japan and China for ENFLONSIA for the prevention of RSV lower respiratory tract disease in newborns and infants who are born during or entering their first RSV season.

- 9 -

· Cardiometabolic and Respiratory:

o In July, FDA approved LIPFENDRA (enlicitide), the first and only once-daily oral PCSK9 inhibitor, as an adjunct to diet and exercise, to reduce LDL-C in adults with hypercholesterolemia, based on two Phase 3 trials from the CORALreef clinical program: CORALreef Lipids and CORALreef HeFH.

§ At week 24, LIPFENDRA significantly reduced LDL-C by a placebo-adjusted 56% and 59%, respectively.

· Immunology:

○ Announced positive topline results from Phase 3 ATLAS-UC induction-only study (Study 2) evaluating tulisokibart (MK-7240), an investigational humanized monoclonal antibody targeting tumor necrosis factor-like cytokine 1A (TL1A), in patients with moderately to severely active ulcerative colitis (UC).

o Initial topline results from primary analyses of two Phase 2 studies evaluating tulisokibart:

§ In hidradenitis suppurativa (HS), the study met its primary and key secondary endpoints. Full results will be shared at an upcoming medical meeting.

§ In systemic sclerosis-associated interstitial lung disease (SSc-ILD), the study did not meet its primary endpoint and will be discontinued. No new safety concerns were identified.

· Business Development:

o Completed acquisition of Terns for $6.8 billion.

§ Added MK-4208, a novel investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor recently granted BTD by the FDA for the treatment of certain adults with Philadelphia chromosome-positive chronic myeloid leukemia.

- 10 -

Notable recent news releases on the Company’s pipeline and portfolio are provided in the table that follows. Visit the News Releases section of the Company’s website to read the releases.*

Oncology	FDA Approved KEYTRUDA and KEYTRUDA QLEX, Each With WELIREG, for Adjuvant Treatment of Certain Patients With ccRCC; Based on Results From Phase 3 LITESPARK-022 Trial
	FDA Approved KEYTRUDA and KEYTRUDA QLEX, Each With Padcev, as Treatment Before and After Surgery for Adults With MIBC; Based on Results From Phase 3 KEYNOTE-B15 Trial, Combined With Previous Approvals Based on Phase 3 KEYNOTE-905 Trial
	FDA Approved KEYTRUDA and KEYTRUDA QLEX, Each With Trodelvy, as First-Line Treatment of PD-L1+ Advanced TNBC; Based on Results From Phase 3 KEYNOTE-D19/ASCENT-04 Trial
	European Commission Approved KEYTRUDA Plus Padcev as First PD-1 Inhibitor Plus ADC Regimen for Adults With Cisplatin-Ineligible Resectable MIBC; Based on Results From Phase 3 KEYNOTE-905 Trial
	FDA Granted BTD for Calderasib (MK-1084), an Investigational KRAS G12C Inhibitor, for Certain Patients With Newly Diagnosed Metastatic KRAS G12C-Mutant NSCLC
	The Company Announced TroFuse-005 Trial Evaluating Sac-TMT Met Primary Endpoints of OS and PFS in Certain Patients With Advanced or Recurrent Endometrial Cancer
	The Company and Moderna Presented 5-Year Data for Intismeran Autogene in Combination With KEYTRUDA in Patients With High-Risk Stage III/IV Melanoma Following Complete Resection at ASCO 2026
	KEYTRUDA as Monotherapy Significantly Improved PFS in Certain Patients With Advanced or Recurrent Endometrial Cancer With Mismatch Repair Deficient Tumors Compared to Chemotherapy; Results From Phase 3 KEYNOTE-C93 Trial
	The Company Highlighted New Long-Term Data and Advancements Across Broad Oncology Portfolio and Pipeline Research at ASCO 2026
	The Company Completed Acquisition of Terns
Vaccines and Infectious Diseases	The Company, in Collaboration With Gilead, Announced That the Once-Weekly Investigational Oral HIV Treatment Regimen of Islatravir and Lenacapavir (ISL/LEN) Maintained Virological Suppression in People With HIV Who Switched Antiretroviral Therapy
	The Company Presented New Data on Daily, Weekly and Monthly Options Across its HIV Treatment and Prevention Pipeline at AIDS 2026
	The Company Announced Initial Access Plans for Alimatravir (MK-8527), Its Investigational Once-Monthly Oral Pre-Exposure Prophylaxis in Phase 3 Development; Multi-Faceted Strategy Aims To Enable Rapid, Broad and Sustainable Access to Alimatravir, if Approved, in Low- And Middle-Income Countries
	The Company Announced New Agreement With AIDS Drug Assistance Program Crisis Task Force To Improve Access and Care for People Living With HIV
	FDA Approved an Additional Indication for CAPVAXIVE in Children and Adolescents Aged 2 Through 17 at Increased Risk for Pneumococcal Disease; Based on Results From Phase 3 STRIDE-13 Trial
Cardiometabolic and Respiratory	FDA Approved LIPFENDRA, the First and Only Once-Daily Oral PCSK9 Inhibitor To Reduce LDL-C in Adults With Hypercholesterolemia; Based on Results From CORALreef Lipids and CORALreef HeFH Trials
Immunology	Tulisokibart Met Primary and Key Secondary Endpoints in the Phase 3 ATLAS-UC Induction-only Study in Patients With Moderately to Severely Active UC
Animal Health	The Company’s Animal Health Business Completed Acquisition of TARGAN, Broadening Its Commercial Poultry Portfolio Through TARGAN’s Innovative High-Speed Biodevice Technology

*References in the above news release titles have been modified for the purpose of this announcement.

- 11 -

Upcoming Investor Event

The Company will hold an Oncology Investor Event to coincide with the European Society for Medical Oncology Congress 2026 on Monday, Oct. 26, 2026, at 6 p.m. CET / 1 p.m. EDT, during which senior management will provide an update on the Company’s oncology strategy and program. The event will take place in Madrid, Spain, and will be accessible via live audio webcast at this weblink.

Full-Year 2026 Financial Outlook

The following table summarizes the Company’s full-year financial outlook.

		Full Year 2026
		Updated		Prior
Sales*		$66.3 billion to $67.3 billion		$65.8 billion to $67.0 billion
Non-GAAP Gross margin3		Approximately 81%		Approximately 82%
Non-GAAP Operating expenses3**		$42.0 billion to $42.7 billion		$36.0 billion to $36.8 billion
Non-GAAP Other (income) expense, net3		Approximately $1.4 billion expense		Approximately $1.3 billion expense
Non-GAAP Effective income tax rate3		35.0% to 36.0%		23.5% to 24.5%
Non-GAAP EPS3***		$2.66 to $2.76		$5.04 to $5.16
Share count (assuming dilution)		Approximately 2.48 billion		Approximately 2.48 billion

*The Company does not have any non-GAAP adjustments to sales.

**Includes one-time R&D charges of $9.0 billion for the acquisition of Cidara Therapeutics, Inc. (Cidara) and $5.7 billion for the acquisition of Terns. Outlook does not assume any additional significant potential business development transactions.

***Includes one-time charges of $3.62 per share for the acquisition of Cidara and $2.31 per share for the acquisition of Terns.

The Company has not provided a reconciliation of forward-looking non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other (income) expense, net, non-GAAP effective income tax rate and non-GAAP EPS to the most directly comparable GAAP measures, given it cannot predict with reasonable certainty the amounts necessary for such a reconciliation, including intangible asset impairment charges, legal settlements, and income and losses from investments in equity securities either owned directly or through ownership interests in investment funds, without unreasonable effort. These items are inherently difficult to forecast and could have a significant impact on the Company’s future GAAP results.

The Company is raising and narrowing the range for its full-year sales outlook and now anticipates full-year 2026 sales to be between $66.3 billion and $67.3 billion, including a positive impact from foreign exchange of approximately 1% at mid-July 2026 exchange rates.

The Company now expects the full-year non-GAAP effective income tax rate to be between 35.0% and 36.0%, including the impact of the non-tax deductible one-time charges for the acquisitions of Cidara and Terns.

The Company now expects full-year 2026 non-GAAP EPS to be between $2.66 and $2.76, including a positive impact from foreign exchange of approximately $0.15 per share at mid-July 2026 exchange rates. This range includes one-time charges of $9.0 billion, or $3.62 per share, related to the acquisition of Cidara and $5.7 billion, or $2.31 per share, related to the acquisition of Terns. This range also includes costs of approximately $0.12 per share to finance the Terns acquisition and advance MK-4208. The charges related to Terns were not previously included in the outlook. In 2025, non-GAAP EPS of $8.98 was negatively impacted by one-time charges of $0.20 per share in the aggregate related to certain business development transactions.

- 12 -

Consistent with past practice, the financial outlook does not assume additional significant potential business development transactions.

Earnings Conference Call

Investors, journalists and the general public may access a live audio webcast of the call on Tuesday, Aug. 4, at 9 a.m. EDT via this weblink. A replay of the webcast, along with the sales and earnings news release, supplemental financial disclosures and slides highlighting the results, will be available on the Company’s website.

All participants may join the call by dialing (800) 369-3351 (U.S. and Canada Toll-Free) or (517) 308-9448 and using the access code 9818590.

About Our Company

At Merck & Co., Inc., Rahway, N.J., USA, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities.

Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA

This news release of Merck & Co., Inc., Rahway, N.J., USA (the “Company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the Company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the Company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

- 13 -

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

Appendix

Generic product names are provided below.

Pharmaceutical
BRIDION (sugammadex)
CAPVAXIVE (Pneumococcal 21-valent Conjugate Vaccine)

ENFLONSIA (clesrovimab-cfor)

GARDASIL (Human Papillomavirus Quadrivalent [Types 6, 11, 16 and 18] Vaccine, Recombinant)
GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant)

JANUMET (sitagliptin and metformin HCl)
JANUVIA (sitagliptin)
KEYTRUDA (pembrolizumab)
KEYTRUDA QLEX (pembrolizumab and berahyaluronidase alfa-pmph)

LAGEVRIO (molnupiravir)
Lenvima (lenvatinib)

LIPFENDRA (enlicitide)
Lynparza (olaparib)
M-M-R II (Measles, Mumps and Rubella Virus Vaccine Live)
OHTUVAYRE (ensifentrine)

PREVYMIS (letermovir)
PROQUAD (Measles, Mumps, Rubella and Varicella Virus Vaccine Live)

VARIVAX (Varicella Virus Vaccine Live)

VAXNEUVANCE (Pneumococcal 15-valent Conjugate Vaccine)

WELIREG (belzutifan)
WINREVAIR (sotatercept-csrk)

- 14 -

Animal Health
BRAVECTO (fluralaner)

###

Media Contacts:	Investor Contacts:
Michael Levey	Peter Dannenbaum
michael.levey@msd.com	(732) 594-1579
John Cummins	Steven Graziano
john.cummins2@msd.com	(732) 594-1583

MERCK & CO., INC., RAHWAY, N.J., USA

CONSOLIDATED STATEMENT OF OPERATIONS - GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 1

		GAAP												GAAP
		2Q26				2Q25				% Change				June YTD 2026				June YTD 2025				% Change
Sales		$	16,607			$	15,806				5	%		$	32,893			$	31,335				5	%
Costs, Expenses and Other
Cost of sales			4,395				3,557				24	%			8,590				6,976				23	%
Selling, general and administrative			2,904				2,649				10	%			5,604				5,202				8	%
Research and development			9,741				4,048				*				22,333				7,669				*
Restructuring costs			151				560				-73	%			346				629				-45	%
Other (income) expense, net			99				(7	)			*				237				(43	)			*
(Loss) Income Before Taxes			(683	)			4,999				*				(4,217	)			10,902				*
Income Tax Provision			654				571								1,363				1,388
Net (Loss) Income			(1,337	)			4,428				*				(5,580	)			9,514				*
Less: Net (Loss) Income Attributable to Noncontrolling Interests			(2	)			1								(5	)			8
Net (Loss) Income Attributable to Merck & Co., Inc., Rahway, N.J., USA		$	(1,335	)		$	4,427				*			$	(5,575	)		$	9,506				*
(Loss) Earnings per Common Share Assuming Dilution (1)		$	(0.54	)		$	1.76				*			$	(2.26	)		$	3.77				*
Average Shares Outstanding Assuming Dilution (1)			2,470				2,513								2,471				2,522
Tax Rate			-95.9	%			11.4	%							-32.3	%			12.7	%

* 100% or greater

⁽¹⁾ Because the Company recorded a net loss in both the second quarter and first six months of 2026, no potential dilutive common shares were used in the computations of loss per common share assuming dilution as the effects would have been anti-dilutive. 

MERCK & CO., INC., RAHWAY, N.J., USA

THREE AND SIX MONTHS ENDED JUNE 30, 2026 GAAP TO NON-GAAP RECONCILIATION 

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2a

		GAAP				Acquisition- and Divestiture-Related Costs (1)				Restructuring Costs (2)				(Income) Loss from Investments in Equity Securities				Adjustment Subtotal				Non-GAAP
Second Quarter
Cost of sales		$	4,395				1,067				184								1,251			$	3,144
Selling, general and administrative			2,904				17												17				2,887
Research and development			9,741				6				(1	)							5				9,736
Restructuring costs			151								151								151				–
Other (income) expense, net			99												(191	)			(191	)			290
Loss Before Taxes			(683	)			(1,090	)			(334	)			191				(1,233	)			550
Income Tax Provision (Benefit)			654				(219	)(3)			(50	)(3)			41	(3)			(228	)			882
Net Loss			(1,337	)			(871	)			(284	)			150				(1,005	)			(332	)
Net Loss Attributable to Merck & Co., Inc., Rahway, N.J., USA			(1,335	)			(871	)			(284	)			150				(1,005	)			(330	)
Loss per Common Share Assuming Dilution (4)		$	(0.54	)			(0.35	)			(0.12	)			0.06				(0.41	)		$	(0.13	)
Tax Rate			-95.9	%																			160.3	%
June YTD
Cost of sales		$	8,590				2,081				421								2,502			$	6,088
Selling, general and administrative			5,604				49												49				5,555
Research and development			22,333				6				33								39				22,294
Restructuring costs			346								346								346				–
Other (income) expense, net			237												(371	)			(371	)			608
Loss Before Taxes			(4,217	)			(2,136	)			(800	)			371				(2,565	)			(1,652	)
Income Tax Provision (Benefit)			1,363				(421	)(3)			(135	)(3)			80	(3)			(476	)			1,839
Net Loss			(5,580	)			(1,715	)			(665	)			291				(2,089	)			(3,491	)
Net Loss Attributable to Merck & Co., Inc., Rahway, N.J., USA			(5,575	)			(1,715	)			(665	)			291				(2,089	)			(3,486	)
Loss per Common Share Assuming Dilution (4)		$	(2.26	)			(0.70	)			(0.27	)			0.12				(0.85	)		$	(1.41	)
Tax Rate			-32.3	%																			-111.3	%

Only the line items that are affected by non-GAAP adjustments are shown.

The Company is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the Company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. 

⁽¹⁾ Amounts included in cost of sales reflect expenses for the amortization of intangible assets, as well as the recognition of fair value step-up of inventories related to the 2025 Verona Pharma plc acquisition. Amounts included in selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. 

⁽²⁾ Amounts primarily include employee separation costs, accelerated depreciation and asset impairment charges associated with facilities to be closed or divested, as well as contractual termination costs, associated with activities under the Company's formal restructuring programs.

⁽³⁾ Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments. 

⁽⁴⁾ Because the Company recorded a net loss in both the second quarter and first six months of 2026, no potential dilutive common shares were used in the computations of loss per common share assuming dilution as the effects would have been anti-dilutive.  

MERCK & CO., INC., RAHWAY, N.J., USA

FRANCHISE / KEY PRODUCT SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3

		2026									2025																		2Q						June YTD
		1Q			2Q			June YTD			1Q			2Q			June YTD			3Q			4Q			Full Year			Nom %			Ex-Exch %			Nom %			Ex-Exch %
TOTAL SALES (1)		$	16,286		$	16,607		$	32,893		$	15,529		$	15,806		$	31,335		$	17,276		$	16,400		$	65,011			5			4			5			3
PHARMACEUTICAL			14,349			14,760			29,109			13,638			14,050			27,688			15,611			14,843			58,142			5			4			5			3
Oncology
Keytruda			7,906			7,904			15,810			7,205			7,956			15,161			8,142			8,337			31,641			-1			-2			4			2
Keytruda Qlex			128			463			590												5			35			40			-			-			-			-
Alliance Revenue – Lynparza (2)			341			365			706			312			370			682			379			389			1,450			-1			-2			4			2
Alliance Revenue – Lenvima (2)			256			283			539			258			265			523			258			272			1,053			7			6			3			2
Welireg			199			271			470			137			162			300			196			220			716			67			67			57			56
Alliance Revenue – Reblozyl (3)			148			122			270			119			107			226			136			164			525			15			15			20			20
Vaccines (4)
Gardasil/Gardasil 9			1,069			1,169			2,238			1,327			1,126			2,453			1,749			1,031			5,233			4			3			-9			-10
ProQuad/M-M-R II/Varivax			538			592			1,130			539			609			1,148			684			619			2,451			-3			-3			-2			-3
Vaxneuvance			202			148			350			230			229			459			226			140			825			-35			-36			-24			-26
RotaTeq			206			134			340			228			121			349			204			119			673			10			9			-3			-4
Capvaxive			142			184			325			107			129			236			244			279			759			42			40			38			36
Enflonsia			1			2			3												79			21			100			-			-			-			-
Cardiometabolic & Respiratory
Winrevair			525			588			1,114			280			336			615			360			467			1,443			75			75			81			81
Ohtuvayre			131			204			335															178			178			-			-			-			-
Alliance Revenue - Adempas/Verquvo (5)			109			126			235			106			123			229			112			129			470			3			3			3			3
Adempas (6)			78			78			156			68			80			147			82			83			312			-2			-4			6			1
Infectious Diseases
Bridion			472			497			969			441			461			902			439			499			1,841			8			8			7			7
Prevymis			272			295			568			208			228			436			266			275			978			29			28			30			27
Delstrigo			75			101			176			67			83			150			77			79			306			21			17			17			10
Zerbaxa			82			77			159			70			74			145			81			87			312			4			2			10			8
Isentress/Isentress HD			59			60			119			90			86			176			82			67			325			-30			-31			-32			-33
Dificid			34			22			56			83			96			179			43			25			247			-77			-77			-69			-69
Lagevrio			28			5			32			102			83			185			138			57			380			-95			-95			-82			-83
Diabetes
Januvia			367			258			625			549			372			921			382			302			1,604			-31			-30			-32			-32
Janumet			207			171			378			247			251			498			243			199			940			-32			-33			-24			-25
Other Pharmaceutical (7)			774			641			1,416			865			703			1,568			1,004			770			3,340			-9			-9			-10			-11
ANIMAL HEALTH			1,791			1,775			3,566			1,588			1,646			3,234			1,615			1,505			6,354			8			5			10			6
Livestock			1,064			1,041			2,105			924			961			1,885			1,023			987			3,896			8			6			12			7
Companion Animal			727			734			1,461			664			685			1,349			592			518			2,458			7			5			8			4
Other Revenues (8)			146			72			218			303			110			413			50			52			515			-35			-34			-47			-6

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

⁽¹⁾ Only select products are shown.          

⁽²⁾ Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs.          

⁽³⁾ Alliance Revenue represents royalties.

⁽⁴⁾ Total Vaccines sales were $2,314 million and $2,361 million in the first and second quarter of 2026, respectively, and $2,607 million and $2,370 million in the first and second quarter of 2025, respectively.

⁽⁵⁾ Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

⁽⁶⁾ Net product sales in the Company's marketing territories.

⁽⁷⁾ Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $161 million and $10 million in the first and second quarter of 2026, respectively, and $44 million and $43 million in the first and second quarter of 2025, respectively.

⁽⁸⁾ Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of milestone payments for out-licensed products were $132 million and $0 million in the first and second quarter of 2026, respectively, and $95 million and $5 million in the first and second quarter of 2025, respectively.

Exhibit 99.2

MERCK & CO., INC., RAHWAY, N.J., USA

CONSOLIDATED STATEMENT OF OPERATIONS - GAAP

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 1a

		2026												2025																								% Change
		1Q				2Q				June YTD				1Q				2Q				June YTD				3Q				4Q				Full Year				2Q				Full Year
Sales		$	16,286			$	16,607			$	32,893			$	15,529			$	15,806			$	31,335			$	17,276			$	16,400			$	65,011				5	%			5	%
Costs, Expenses and Other
Cost of sales			4,195				4,395				8,590				3,419				3,557				6,976				3,855				5,551				16,382				24	%			23	%
Selling, general and administrative			2,700				2,904				5,604				2,552				2,649				5,202				2,633				2,898				10,733				10	%			8	%
Research and development			12,592				9,741				22,333				3,621				4,048				7,669				4,234				3,886				15,789				*				*
Restructuring costs			195				151				346				69				560				629				47				213				889				-73	%			-45	%
Other (income) expense, net			138				99				237				(35	)			(7	)			(43	)			(238	)			432				151				*				*
(Loss) Income Before Taxes			(3,534	)			(683	)			(4,217	)			5,903				4,999				10,902				6,745				3,420				21,067				*				*
Income Tax Provision			709				654				1,363				818				571				1,388				958				458				2,804
Net (Loss) Income			(4,243	)			(1,337	)			(5,580	)			5,085				4,428				9,514				5,787				2,962				18,263				*				*
Less: Net (Loss) Income Attributable to Noncontrolling Interests			(3	)			(2	)			(5	)			6				1				8				2				(1	)			9
Net (Loss) Income Attributable to Merck & Co., Inc., Rahway, N.J., USA		$	(4,240	)		$	(1,335	)		$	(5,575	)		$	5,079			$	4,427			$	9,506			$	5,785			$	2,963			$	18,254				*				*
(Loss) Earnings per Common Share Assuming Dilution (1)		$	(1.72	)		$	(0.54	)		$	(2.26	)		$	2.01			$	1.76			$	3.77			$	2.32			$	1.19			$	7.28				*				*
Average Shares Outstanding Assuming Dilution (1)			2,472				2,470				2,471				2,531				2,513				2,522				2,498				2,488				2,507
Tax Rate			-20.1	%			-95.9	%			-32.3	%			13.9	%			11.4	%			12.7	%			14.2	%			13.4	%			13.3	%

* 100% or greater

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.  

⁽¹⁾ Because the Company recorded a net loss in both the second quarter and first six months of 2026, no potential dilutive common shares were used in the computations of loss per common share assuming dilution as the effects would have been anti-dilutive.  

MERCK & CO., INC., RAHWAY, N.J., USA

THREE AND SIX MONTHS ENDED JUNE 30, 2025 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2b

		GAAP				Acquisition- and Divestiture-Related Costs (1)				Restructuring Costs (2)				(Income) Loss from Investments in Equity Securities				Certain Other Items				Adjustment Subtotal				Non-GAAP
Second Quarter
Cost of sales		$	3,557				576				165												741			$	2,816
Selling, general and administrative			2,649				15				1												16				2,633
Research and development			4,048				3				53												56				3,992
Restructuring costs			560								560												560				–
Other (income) expense, net			(7	)											(61	)							(61	)			54
Income Before Taxes			4,999				(594	)			(779	)			61								(1,312	)			6,311
Income Tax Provision (Benefit)			571				(102	)(3)			(139	)(3)			14	(3)			(146	)(4)			(373	)			944
Net Income			4,428				(492	)			(640	)			47				146				(939	)			5,367
Net Income Attributable to Merck & Co., Inc., Rahway, N.J., USA			4,427				(492	)			(640	)			47				146				(939	)			5,366
Earnings per Common Share Assuming Dilution		$	1.76				(0.20	)			(0.25	)			0.02				0.06				(0.37	)		$	2.13
Tax Rate			11.4	%																							15.0	%
June YTD
Cost of sales		$	6,976				1,196				201												1,397			$	5,579
Selling, general and administrative			5,202				38				1												39				5,163
Research and development			7,669				10				53												63				7,606
Restructuring costs			629								629												629				–
Other (income) expense, net			(43	)			(3	)							(168	)							(171	)			128
Income Before Taxes			10,902				(1,241	)			(884	)			168								(1,957	)			12,859
Income Tax Provision (Benefit)			1,388				(219	)(3)			(157	)(3)			36	(3)			(146	)(4)			(486	)			1,874
Net Income			9,514				(1,022	)			(727	)			132				146				(1,471	)			10,985
Net Income Attributable to Merck & Co., Inc., Rahway, N.J., USA			9,506				(1,022	)			(727	)			132				146				(1,471	)			10,977
Earnings per Common Share Assuming Dilution		$	3.77				(0.40	)			(0.29	)			0.05				0.06				(0.58	)		$	4.35
Tax Rate			12.7	%																							14.6	%

Only the line items that are affected by non-GAAP adjustments are shown.

The Company is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the Company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP.

⁽¹⁾ Amounts included in cost of sales reflect expenses for the amortization of intangible assets and intangible asset impairment charges, partially offset by a decrease in the estimated fair value measurement of liabilities for contingent consideration. Amounts included in selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. Amounts included in research and development expenses reflect the amortization of intangible assets.

⁽²⁾ Amounts primarily include employee separation costs, accelerated depreciation and asset impairments associated with facilities to be closed or divested related to activities under the Company's formal restructuring programs.

⁽³⁾ Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

⁽⁴⁾ Represents tax benefits primarily resulting from favorable audit reserve adjustments.

MERCK & CO., INC., RAHWAY, N.J., USA
FRANCHISE / KEY PRODUCT SALES
SECOND QUARTER 2026
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 3a

		Global									U.S.									International
		2Q 2026			2Q 2025			% Change			2Q 2026			2Q 2025			% Change			2Q 2026			2Q 2025			% Change
TOTAL SALES (1)		$	16,607		$	15,806			5		$	9,367		$	8,836			6		$	7,240		$	6,969			4
PHARMACEUTICAL			14,760			14,050			5			8,827			8,328			6			5,933			5,722			4
Oncology
Keytruda			7,904			7,956			-1			4,611			4,749			-3			3,293			3,207			3
Keytruda Qlex			463						-			395						-			68						-
Alliance Revenue – Lynparza (2)			365			370			-1			167			174			-4			198			195			2
Alliance Revenue – Lenvima (2)			283			265			7			194			183			6			90			83			8
Welireg			271			162			67			214			138			55			57			24			133
Alliance Revenue – Reblozyl (3)			122			107			15			98			88			11			25			19			31
Vaccines (4)
Gardasil/Gardasil 9			1,169			1,126			4			542			545			-1			626			581			8
ProQuad/M-M-R II/Varivax			592			609			-3			438			481			-9			154			128			20
Capvaxive			184			129			42			138			129			7			45						-
Vaxneuvance			148			229			-35			69			136			-50			80			93			-14
RotaTeq			134			121			10			84			60			39			50			61			-18
Enflonsia			2						-												2						-
Cardiometabolic & Respiratory
Winrevair			588			336			75			522			323			61			66			12			*
Ohtuvayre			204						-			204						-
Alliance Revenue - Adempas/Verquvo (5)			126			123			3			112			108			4			14			15			-1
Adempas (6)			78			80			-2												78			80			-2
Infectious Diseases
Bridion			497			461			8			460			411			12			37			50			-25
Prevymis			295			228			29			147			115			28			148			113			31
Delstrigo			101			83			21			13			14			-7			88			70			27
Zerbaxa			77			74			4			44			45			-3			34			29			14
Isentress/Isentress HD			60			86			-30			36			48			-26			24			38			-36
Dificid			22			96			-77			11			83			-87			12			13			-11
Lagevrio			5			83			-95			1			30			-96			3			52			-94
Diabetes
Januvia			258			372			-31			149			216			-31			109			155			-30
Janumet			171			251			-32			28			68			-59			143			184			-22
Other Pharmaceutical (7)			641			703			-9			150			184			-18			489			520			-6
ANIMAL HEALTH			1,775			1,646			8			535			499			7			1,240			1,147			8
Livestock			1,041			961			8			202			190			6			838			771			9
Companion Animal			734			685			7			333			309			8			402			376			7
Other Revenues (8)			72			110			-35			5			9			-44			67			100			-33

*200% or greater

Sum of U.S. plus international may not equal global due to rounding.

⁽¹⁾ Only select products are shown.

⁽²⁾ Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs.

⁽³⁾ Alliance Revenue represents royalties.

⁽⁴⁾ Total Vaccines sales were $2,361 million and $2,370 million on a global basis in the second quarter of 2026 and 2025, respectively.

⁽⁵⁾ Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

⁽⁶⁾ Net product sales in the Company's marketing territories.

⁽⁷⁾ Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $10 million and $43 million on a global basis in the second quarter of 2026 and 2025, respectively.

⁽⁸⁾ Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of milestone payments for out-licensed products were $0 million and $5 million on a global basis in the second quarter of 2026 and 2025, respectively.

MERCK & CO., INC., RAHWAY, N.J., USA
FRANCHISE / KEY PRODUCT SALES
JUNE YEAR-TO-DATE 2026
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 3b

		Global									U.S.									International
		June YTD 2026			June YTD 2025			% Change			June YTD 2026			June YTD 2025			% Change			June YTD 2026			June YTD 2025			% Change
TOTAL SALES (1)		$	32,893		$	31,335			5		$	18,532		$	17,359			7		$	14,361		$	13,977			3
PHARMACEUTICAL			29,109			27,688			5			17,338			16,254			7			11,771			11,434			3
Oncology
Keytruda			15,810			15,161			4			9,210			9,057			2			6,600			6,104			8
Keytruda Qlex			590						-			501						-			89						-
Alliance Revenue – Lynparza (2)			706			682			4			315			319			-1			391			363			8
Alliance Revenue – Lenvima (2)			539			523			3			369			368			0			170			155			9
Welireg			470			300			57			366			261			40			103			39			166
Alliance Revenue – Reblozyl (3)			270			226			20			226			189			20			45			37			21
Vaccines (4)
Gardasil/Gardasil 9			2,238			2,453			-9			1,027			1,082			-5			1,211			1,371			-12
ProQuad/M-M-R II/Varivax			1,130			1,148			-2			847			903			-6			283			245			16
Capvaxive			325			236			38			256			235			9			69			1			*
Vaxneuvance			350			459			-24			192			275			-30			158			184			-14
RotaTeq			340			349			-3			249			225			11			91			125			-27
Enflonsia			3						-			-1						-			4						-
Cardiometabolic & Respiratory
Winrevair			1,114			615			81			999			591			69			114			24			*
Ohtuvayre			335						-			335						-
Alliance Revenue - Adempas/Verquvo (5)			235			229			3			221			205			8			14			23			-40
Adempas (6)			156			147			6												156			147			6
Infectious Diseases
Bridion			969			902			7			887			789			12			82			113			-27
Prevymis			568			436			30			282			217			30			285			219			30
Delstrigo			176			150			17			23			29			-21			153			121			26
Zerbaxa			159			145			10			95			87			9			64			57			12
Isentress/Isentress HD			119			176			-32			71			99			-29			49			77			-37
Dificid			56			179			-69			35			155			-77			21			24			-10
Lagevrio			32			185			-82			18			66			-73			15			119			-87
Diabetes
Januvia			625			921			-32			401			561			-29			224			360			-38
Janumet			378			498			-24			96			133			-28			283			366			-23
Other Pharmaceutical (7)			1,416			1,568			-10			318			408			-22			1,097			1,160			-5
ANIMAL HEALTH			3,566			3,234			10			1,054			1,001			5			2,512			2,233			12
Livestock			2,105			1,885			12			414			384			8			1,691			1,501			13
Companion Animal			1,461			1,349			8			640			617			4			821			732			12
Other Revenues (8)			218			413			-47			140			104			35			78			310			-75

*200% or greater

Sum of U.S. plus international may not equal global due to rounding.

⁽¹⁾ Only select products are shown.

⁽²⁾ Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs.

⁽³⁾ Alliance Revenue represents royalties.

⁽⁴⁾ Total Vaccines sales were $4,675 million and $4,977 million on a global basis for June YTD 2026 and 2025, respectively.

⁽⁵⁾ Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs.

⁽⁶⁾ Net product sales in the Company's marketing territories.

⁽⁷⁾ Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $171 million and $87 million on a global basis for June YTD 2026 and 2025, respectively.

⁽⁸⁾ Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of milestone payments for out-licensed products were $132 million and $100 million on a global basis for June YTD 2026 and 2025, respectively.

MERCK & CO., INC., RAHWAY, N.J., USA
PHARMACEUTICAL GEOGRAPHIC SALES
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 3c

		2026									2025																				% Change
		1Q			2Q			June YTD			1Q			2Q				June YTD			3Q				4Q			Full Year			2Q			June YTD
TOTAL PHARMACEUTICAL		$	14,349		$	14,760		$	29,109		$	13,638		$	14,050			$	27,688		$	15,611			$	14,843		$	58,142			5			5
United States			8,512			8,827			17,338			7,927			8,328				16,254			9,493				8,662			34,409			6			7
% Pharmaceutical Sales			59.3	%		59.8	%		59.6	%		58.1	%		59.3	%			58.7	%		60.8	%			58.4	%		59.2	%
Europe (1)			2,725			2,801			5,525			2,384			2,551				4,935			2,675				2,839			10,449			10			12
% Pharmaceutical Sales			19.0	%		19.0	%		19.0	%		17.5	%		18.2	%			17.8	%		17.1	%			19.1	%		18.0	%
Latin America			624			636			1,260			589			654				1,243			691				644			2,578			-3			1
% Pharmaceutical Sales			4.3	%		4.3	%		4.3	%		4.3	%		4.7	%			4.5	%		4.4	%			4.3	%		4.4	%
Asia Pacific (other than China and Japan)			569			636			1,205			535			609				1,144			593				586			2,323			5			5
% Pharmaceutical Sales			4.0	%		4.3	%		4.1	%		3.9	%		4.3	%			4.1	%		3.8	%			4.0	%		4.0	%
Japan			535			558			1,093			651			604				1,255			693				684			2,632			-8			-13
% Pharmaceutical Sales			3.7	%		3.8	%		3.8	%		4.8	%		4.3	%			4.5	%		4.4	%			4.6	%		4.5	%
Eastern Europe/Middle East/Africa			413			408			821			435			451				886			365				348			1,598			-10			-7
% Pharmaceutical Sales			2.9	%		2.8	%		2.8	%		3.2	%		3.2	%			3.2	%		2.3	%			2.3	%		2.7	%
China			353			368			721			668			407				1,075			377				364			1,816			-9			-33
% Pharmaceutical Sales			2.5	%		2.5	%		2.5	%		4.9	%		2.9	%			3.9	%		2.4	%			2.5	%		3.1	%
Canada			137			154			291			125			135				261			134				153			547			14			12
% Pharmaceutical Sales			1.0	%		1.0	%		1.0	%		0.9	%		1.0	%			0.9	%		0.9	%			1.0	%		0.9	%
Other			481			372			855			324			311				635			590				563			1,790			20			35
% Pharmaceutical Sales			3.3	%		2.5	%		2.9	%		2.4	%		2.1	%			2.4	%		3.9	%			3.8	%		3.2	%

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Europe represents all European Union countries, the European Union accession markets and the United Kingdom.

MERCK & CO., INC., RAHWAY, N.J., USA
OTHER (INCOME) EXPENSE, NET - GAAP
(AMOUNTS IN MILLIONS)
(UNAUDITED)
Table 4

OTHER (INCOME) EXPENSE, NET

		2Q26				2Q25				June YTD 2026				June YTD 2025
Interest income		$	(35	)		$	(69	)		$	(70	)		$	(178	)
Interest expense			525				305				1,004				618
Exchange losses			37				78				75				167
Income from investments in equity securities, net (1)			(242	)			(100	)			(411	)			(189	)
Net periodic defined benefit plan (credit) cost other than service cost			(127	)			(152	)			(262	)			(300	)
Other, net			(59	)			(69	)			(99	)			(161	)
Total		$	99			$	(7	)		$	237			$	(43	)

⁽¹⁾ Includes net realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds. Unrealized gains and losses from investments that are directly owned are determined at the end of the reporting period, while gains and losses from ownership interests in investment funds are accounted for on a one quarter lag.

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