Merck CFO exercises 41,997 options, sells shares

Merck & Co., Inc. executive vice president and CFO Caroline Litchfield reported an option exercise and share sale.

Accepted by SEC EDGAR 02/06/2026 - 04:13 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Merck & Co., Inc. executive vice president and CFO Caroline Litchfield reported an option exercise and share sale. On February 4, 2026, she exercised 41,997 stock options at an exercise price of $53.06 per share, receiving the same number of common shares.

On the same date, she sold 41,997 Merck common shares at a weighted average price of $119.6112 per share, in multiple trades between $119.5400 and $119.7800. After these transactions, she directly owned 90,192.194 Merck common shares.

Insider Trade Summary

Exercise and Sale: 41,997 shares ($2.79M approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Litchfield Caroline

Role EVP & CFO

Sold 41,997 shs ($5.02M)

Approx. gross sale proceeds $5.02M

Approx. exercise cost $2.23M

Approx. pre-tax spread $2.79M

Share of Position Sold 31.8%

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	41,997	$0.00	$0.00
Exercise	Common Stock	41,997	$53.06	$2.23M
Sale	Common Stock	41,997	$119.6112	$5.02M

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 90,192.194 shares (Direct)

Holdings Before and After: Stock Option (Right to Buy), 41,997 to 0 contracts (Direct); Common Stock, 90,192.194 to 90,192.194 shares (Direct)

Other Insiders: 7 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.5400 to $119.7800, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.
2. F2. Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon & Co. ("Organon") spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the "Form 10"). As reported in the Form 10, all Merck stock option awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.
3. F3. The option became exercisable in equal installments on 5/10/2017, 5/10/2018 and 5/10/2019.

FAQ

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What insider transaction did Merck (MRK) EVP & CFO Caroline Litchfield report?

Caroline Litchfield reported exercising 41,997 Merck stock options and selling 41,997 common shares. Both transactions occurred on February 4, 2026, and were reported on a Form 4 insider filing with the SEC for Merck & Co., Inc.

At what prices did Merck (MRK) CFO Caroline Litchfield exercise and sell shares?

She exercised 41,997 stock options at an exercise price of $53.06 per share. She then sold 41,997 Merck common shares at a weighted average price of $119.6112, with individual trades ranging from $119.5400 to $119.7800 per share.

How many Merck (MRK) shares does Caroline Litchfield own after this Form 4?

Following the reported transactions, Caroline Litchfield directly beneficially owned 90,192.194 Merck common shares. This figure reflects her holdings after exercising 41,997 stock options and selling 41,997 shares on February 4, 2026, as disclosed in the Form 4.

What stock option activity did Merck (MRK) disclose for Caroline Litchfield?

Merck disclosed that Caroline Litchfield exercised a stock option for 41,997 shares at $53.06 per share. The option originally became exercisable in three equal installments on May 10, 2017, May 10, 2018, and May 10, 2019, and related to Merck common stock.

How were the Merck (MRK) option terms affected by the Organon spin-off?

The exercise price and holdings for the option reflect adjustments made on June 2, 2021, in connection with the Organon & Co. spin-off. Outstanding Merck stock options were converted into adjusted Merck awards to preserve intrinsic value and general terms, including vesting conditions.

Was the Merck (MRK) insider sale by Caroline Litchfield a single trade or multiple trades?

The insider sale was executed through multiple trades. The weighted average sale price was $119.6112 per share, with individual transaction prices ranging from $119.5400 to $119.7800. The Form 4 notes she can provide full trade details upon request to shareholders or regulators.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Litchfield Caroline

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		41,997	A	$53.06	132,189.194	D
Common Stock	02/04/2026		S		41,997	D	$119.6112(1)	90,192.194	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
Stock Option (Right to Buy)	$53.06(2)	02/04/2026		M			41,997	05/10/2017(3)	05/09/2026	Common Stock	41,997	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.5400 to $119.7800, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.

2. Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon & Co. ("Organon") spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the "Form 10"). As reported in the Form 10, all Merck stock option awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.

3. The option became exercisable in equal installments on 5/10/2017, 5/10/2018 and 5/10/2019.

	/s/ Kelly E. W. Grez as attorney-in-fact for Caroline Litchfield	02/06/2026
	** 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.
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