Merck (MRK) director discloses phantom stock grant and ownership totals

Rhea-AI Filing Summary

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

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

SEC Form 4

FORM 4

UNITED 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^*

GLOCER THOMAS H

(Last) (First) (Middle)

MERCK & CO., INC.

126 EAST LINCOLN AVENUE

(Street)

RAHWAY NJ 07065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Merck & Co., Inc. [ MRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								5,100	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	12/31/2025		A		463.1389		(2)	(2)	Common Stock	463.1389	$105.26	107,075.6744(3)	D

Explanation of Responses:

1. 1-for-1

2. Phantom stock units are to be settled 100% in cash upon reporting person's termination of service in accordance with a distribution schedule elected pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation.

3. Holdings include shares acquired in dividend reinvestment transactions.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Thomas H. Glocer	01/05/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did Merck (MRK) report in this Form 4?

The filing reports that director Thomas H. Glocer acquired 463.1389 phantom stock units on 12/31/2025 under Merck’s deferred compensation plan for directors.

How many Merck phantom stock units does the reporting person now hold?

After the reported transaction, the director beneficially owns 107,075.6744 phantom stock units linked to Merck & Co., Inc. common stock.

How many Merck (MRK) common shares does the director hold directly?

The filing shows the director directly holds 5,100 shares of Merck & Co., Inc. common stock, with holdings including shares acquired through dividend reinvestment.

What are phantom stock units in the context of Merck (MRK)?

Merck’s filing describes phantom stock units as having a 1-for-1 relationship with common stock, to be settled 100% in cash upon the reporting person’s termination of service, following a distribution schedule elected under the Plan for Deferred Payment of Directors' Compensation.

When will the reported Merck phantom stock units be settled?

The phantom stock units are to be settled 100% in cash upon the reporting person’s termination of service, in accordance with the distribution schedule elected under Merck’s deferred compensation plan for directors.

Does this Merck (MRK) Form 4 involve actual share issuance for the phantom stock?

No. The filing states that the phantom stock units are to be settled 100% in cash, providing economic exposure to Merck common stock rather than issuing additional shares.