Merck (MRK) Director Updates Holdings in Small Insider Transaction

Rhea-AI Filing Summary

Merck & Co., Inc. (MRK) – Form 4 insider transaction filing

Director Christine E. Seidman reported two minor changes to her beneficial ownership as of 30 June 2025:

• Non-derivative securities: a disposition of 100 shares of Merck common stock (transaction code and price not disclosed). Her post-transaction direct holding is shown as 100 shares.
• Derivative securities: acquisition of 102.6402 phantom stock units at a reference price of $79.16. Phantom stock is settled 1-for-1 in cash after the director leaves the board under Merck’s Deferred Payment of Directors’ Compensation Plan. Total phantom units after the transaction stand at 18,495.8789.

No other equity awards, options, or material transactions were reported. Given Merck’s multibillion-dollar market capitalization, the size of these trades is immaterial and should not affect the company’s valuation or governance structure.

Insights

Securities Analyst

TL;DR: Very small insider trade; no valuation impact.

The director sold a token 100 shares while adding ~103 phantom units under a deferred cash-settled plan. Cash-settled phantom stock avoids dilution and is part of routine board compensation. Transaction value (<$10k) is negligible relative to MRK’s average daily volume and insider ownership. I view the filing as administratively neutral.

Corporate Governance Expert

TL;DR: Routine board compensation adjustment; neutral for governance.

The filing shows continued alignment of director pay with total shareholder return through phantom stock, while the small share sale does not raise red-flags about confidence. No 10b5-1 plan was indicated, but the size exempts it from scrutiny. Overall governance and independence status remain unchanged.

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^*

Seidman Christine E

(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)
06/30/2025

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								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)	06/30/2025		A		102.6402		(2)	(2)	Common Stock	102.6402	$79.16	18,495.8789(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 Christine E. Seidman	07/02/2025
	** 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 did Merck (MRK) Director Christine E. Seidman report on 30 June 2025?

She disposed of 100 common shares and acquired 102.6402 phantom stock units.

How many phantom stock units does the director now hold?

18,495.8789 units following the reported acquisition.

Are the phantom stock units dilutive to MRK shareholders?

No. They are cash-settled on a 1-for-1 basis and do not issue new shares.

Is the 100-share sale by the director considered material?

No. It is immaterial relative to Merck’s outstanding shares and trading volume.