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Merck (NYSE: MRK) closes multi-tranche notes deal maturing 2028–2056

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Merck & Co., Inc. closed an underwritten public offering of several series of senior notes. The company issued $500,000,000 of Floating Rate Notes due 2028, $1,000,000,000 of 4.300% Notes due 2028, and $500,000,000 of 4.650% Notes due 2031.

Merck also issued $1,000,000,000 of 4.950% Notes due 2033, $1,500,000,000 of 5.200% Notes due 2036, $500,000,000 of 5.750% Notes due 2046, and $1,000,000,000 of 5.850% Notes due 2056 under an existing shelf registration and a 2010 indenture.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Floating Rate Notes 2028 $500,000,000 principal Floating Rate Notes due 2028 in underwritten offering
4.300% Notes 2028 $1,000,000,000 principal 4.300% Notes due 2028 in underwritten offering
4.650% Notes 2031 $500,000,000 principal 4.650% Notes due 2031 in underwritten offering
4.950% Notes 2033 $1,000,000,000 principal 4.950% Notes due 2033 in underwritten offering
5.200% Notes 2036 $1,500,000,000 principal 5.200% Notes due 2036 in underwritten offering
5.750% Notes 2046 $500,000,000 principal 5.750% Notes due 2046 in underwritten offering
5.850% Notes 2056 $1,000,000,000 principal 5.850% Notes due 2056 in underwritten offering
underwritten public offering financial
"On May 22, 2026, Merck & Co., Inc. closed an underwritten public offering of $500,000,000 aggregate principal amount of Floating Rate Notes..."
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Floating Rate Notes financial
"...$500,000,000 aggregate principal amount of Floating Rate Notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of 4.300% Notes..."
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
Registration Statement on Form S-3ASR regulatory
"...collectively, the “Notes”) under the Company’s Registration Statement on Form S-3ASR (Registration No. 333-278066)..."
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.
indenture financial
"The Notes are being issued under an indenture dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association..."
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
officers’ certificate regulatory
"Copies of the officers’ certificate for each series of the Notes...are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7..."
Inline XBRL technical
"Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
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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) May 22, 2026
Merck & Co., Inc.
(Exact name of registrant as specified in its charter)
New Jersey
1-6571
22-1918501
(State or other jurisdiction(Commission(I.R.S Employer
of incorporation)File Number)Identification No.)
126 East Lincoln Avenue, Rahway, New Jersey
07065
(Address of principal executive offices)(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.50 par value)MRKNew York Stock Exchange
1.875% Notes due 2026MRK/26New York Stock Exchange
3.250% Notes due 2032MRK/32New York Stock Exchange
2.500% Notes due 2034MRK/34New York Stock Exchange
1.375% Notes due 2036MRK 36ANew York Stock Exchange
3.500% Notes due 2037MRK/37New York Stock Exchange
3.700% Notes due 2044MRK/44New York Stock Exchange
3.750% Notes due 2054MRK/54New 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 8.01 Other Events.
On May 22, 2026, Merck & Co., Inc. (the “Company”) closed an underwritten public offering of $500,000,000 aggregate principal amount of Floating Rate Notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of 4.300% Notes due 2028 (the “2028 Notes”), $500,000,000 aggregate principal amount of 4.650% Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 4.950% Notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of 5.200% Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of 5.750% Notes due 2046 (the “2046 Notes”) and $1,000,000,000 aggregate principal amount of 5.850% Notes due 2056 (the “2056 Notes” and, together with the Floating Rate Notes, the 2028 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2046 Notes, collectively, the “Notes”) under the Company’s Registration Statement on Form S-3ASR (Registration No. 333-278066), originally filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2024, as amended by Post-Effective Amendment No. 1, filed with the Commission on May 14, 2024.
The Notes are being issued under an indenture dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as trustee, a copy of which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on December 10, 2010 and is incorporated herein by reference. Copies of the officers’ certificate for each series of the Notes (including forms of each of the respective Notes attached thereto) pursuant to Section 301 of the indenture governing the Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 and are incorporated herein by reference. The legal opinion related to these Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 
Exhibit 4.1
Floating Rate Notes due 2028 Officers’ Certificate of the Company dated May 22, 2026, including form of the Floating Rate Notes.
Exhibit 4.2
4.300% Notes due 2028 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2028 Notes.
Exhibit 4.3
4.650% Notes due 2031 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2031 Notes.
Exhibit 4.4
4.950% Notes due 2033 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2033 Notes.
Exhibit 4.5
5.200% Notes due 2036 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2036 Notes.
Exhibit 4.6
5.750% Notes due 2046 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2046 Notes.
Exhibit 4.7
5.850% Notes due 2056 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2056 Notes.
Exhibit 5.1
Opinion and Consent of Jennifer Zachary, Esq., Executive Vice President and General Counsel of the Company.
Exhibit 23.1
Consent of Jennifer Zachary, Esq., Executive Vice President and General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K).
Exhibit 104Cover 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.
Date: May 22, 2026
Merck & Co., Inc.
By:/s/ Kelly E. W. Grez
Kelly E. W. Grez
Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Merck (MRK) report in this 8-K filing?

Merck reported closing an underwritten public offering of multiple series of senior notes. The deal includes floating rate notes and several fixed-rate tranches maturing between 2028 and 2056, all issued under an existing Form S-3ASR shelf registration.

What are the main note tranches Merck (MRK) issued in 2028?

Merck issued $500,000,000 of Floating Rate Notes due 2028 and $1,000,000,000 of 4.300% Notes due 2028. Both tranches were sold in an underwritten public offering and are governed by the company’s existing indenture with U.S. Bank Trust National Association.

Which longer-dated notes did Merck (MRK) issue in this offering?

Merck issued $1,500,000,000 of 5.200% Notes due 2036, $500,000,000 of 5.750% Notes due 2046, and $1,000,000,000 of 5.850% Notes due 2056. These longer-term tranches extend the company’s debt maturities out to 2056 under the same indenture framework.

Under what registration statement were Merck’s new notes offered?

The notes were issued under Merck’s Registration Statement on Form S-3ASR, Registration No. 333-278066. This shelf registration was originally filed on March 19, 2024 and later amended by Post-Effective Amendment No. 1 filed on May 14, 2024.

What governing document applies to Merck’s newly issued notes?

The notes are governed by an indenture dated January 6, 2010 between Merck and U.S. Bank Trust National Association, as trustee. Officers’ certificates for each series, along with forms of the notes, are attached as exhibits and incorporated by reference.

Filing Exhibits & Attachments

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