STOCK TITAN

Merck (NYSE: MRK) EVP exercises 2,951 RSUs, 1,454 shares withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Merck & Co., Inc. EVP and General Counsel Jennifer Zachary reported compensation-related equity transactions. On 4/29/2026, she exercised 2,951 restricted stock units into an equal number of Merck common shares. In a related move, 1,454 common shares were disposed of to cover tax obligations.

Following the derivative exercise, one transaction line shows 72,351.254 common shares owned directly, while another reflects 70,897.254 shares after the tax-withholding disposition. Footnotes explain that each restricted stock unit represents a contingent right to one Merck share and that these units vest in three equal installments on 4/29/2026, 4/29/2027, and 4/29/2028.

Positive

  • None.

Negative

  • None.
Insider Zachary Jennifer
Role EVP, General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,951 $0.00 --
Exercise Common Stock 2,951 $110.03 $325K
Tax Withholding Common Stock 1,454 $110.03 $160K
Holdings After Transaction: Restricted Stock Unit — 5,903 shares (Direct, null); Common Stock — 72,351.254 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.
RSUs exercised 2,951 shares Restricted stock units converted to Merck common stock on 4/29/2026
Shares withheld for taxes 1,454 shares Tax-withholding disposition of Merck common stock at $110.03 per share
Share price reported $110.03 per share Value used for both exercise and tax-withholding transactions
Common shares after exercise 72,351.254 shares Direct Merck common stock ownership following derivative exercise entry
Common shares after withholding 70,897.254 shares Direct Merck common stock ownership following tax-withholding disposition entry
RSUs remaining 5,903.000 units Restricted stock units outstanding after the reported derivative transaction
Restricted Stock Unit financial
"The security title includes "Restricted Stock Unit" with a conversion into common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"The transaction_action is described as a "tax-withholding disposition" of common stock."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"Two transactions list the action as "derivative exercise/conversion" for RSUs to common stock."
contingent right financial
"A footnote states each restricted stock unit represents a "contingent right" to one share."
vesting financial
"Footnotes explain that restricted stock units "vest and are distributed" over three installments."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Zachary Jennifer

(Last)(First)(Middle)
MERCK & CO., INC.
126 EAST LINCOLN AVENUE

(Street)
RAHWAY NEW JERSEY 07065

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Merck & Co., Inc. [ MRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/29/2026M2,951A$110.0372,351.254D
Common Stock04/29/2026F1,454D$110.0370,897.254D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/29/2026M2,95104/29/2026(2)04/29/2028Common Stock2,951$05,903D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.
2. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Jennifer Zachary05/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Merck (MRK) report for EVP Jennifer Zachary?

Merck reported that EVP and General Counsel Jennifer Zachary exercised 2,951 restricted stock units into common shares, with a related disposition of 1,454 shares for tax withholding. These moves reflect routine equity compensation activity rather than open-market buying or selling.

How many Merck (MRK) shares were withheld for taxes in this Form 4?

The filing shows 1,454 Merck common shares were disposed of in a tax-withholding transaction at $110.03 per share. This disposition covers tax obligations arising from the vesting and conversion of restricted stock units, not an open-market sale initiated for investment reasons.

How many Merck (MRK) restricted stock units did Jennifer Zachary have after the transaction?

After the reported activity, one derivative line shows 5,903 restricted stock units remaining. Each unit represents a contingent right to receive one Merck common share, with vesting and distribution scheduled in equal annual installments across 2026, 2027, and 2028, according to the footnotes.

What price per share is referenced in Jennifer Zachary’s Merck (MRK) Form 4?

The Form 4 references a price of $110.03 per Merck common share for both the 2,951-share derivative exercise and the 1,454-share tax-withholding disposition. This figure is used for reporting the value of the compensation-related transactions, not as an open-market trade execution price.

How many Merck (MRK) common shares does the Form 4 show Jennifer Zachary holding after these transactions?

One transaction entry lists 72,351.254 Merck common shares owned directly following the derivative exercise, while another shows 70,897.254 shares after the tax-withholding disposition. These figures reflect her reported direct ownership at different stages of the compensation-related activity.

How do the restricted stock units for Merck (MRK) EVP Jennifer Zachary vest?

Footnotes explain that Jennifer Zachary’s restricted stock units vest and are distributed as Merck common shares in three equal installments. The scheduled vesting and distribution dates are April 29, 2026, April 29, 2027, and April 29, 2028, aligning with typical multi-year executive compensation structures.