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Merck (MRK) CFO awarded new stock options and RSUs in Form 4 filing

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

Rhea-AI Filing Summary

Merck & Co., Inc. EVP & CFO Caroline Litchfield reported new equity awards in the form of stock options and restricted stock units. She now directly holds 92,300.657 shares of Merck common stock.

She received stock options for 46,566 shares at an exercise price of $113.15 per share, vesting in three equal installments on May 5, 2027, 2028, and 2029, and expiring on May 4, 2036. She also received 15,908 restricted stock units, each representing a right to one Merck share, vesting and settling in shares in three equal installments on May 5, 2027, 2028, and 2029.

Positive

  • None.

Negative

  • None.
Insider Litchfield Caroline
Role EVP & CFO
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 15,908 $0.00 --
Grant/Award Stock Option (Right to Buy) 46,566 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 15,908 shares (Direct, null); Stock Option (Right to Buy) — 46,566 shares (Direct, null); Common Stock — 92,300.657 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 5/5/2027, 5/5/2028, and, 5/5/2029. The option vests and becomes exercisable in equal installments on 5/5/2027, 5/5/2028, and, 5/5/2029.
Stock options granted 46,566 options Right to buy Merck common stock
Option exercise price $113.15 per share Strike price for 46,566 options
Option expiration May 4, 2036 Last date to exercise options
RSUs granted 15,908 RSUs Each RSU equals one Merck share
Common shares held 92,300.657 shares Direct ownership after transactions
Option vesting dates May 5, 2027–2029 Three equal annual installments
RSU vesting dates May 5, 2027–2029 Three equal annual installments
Restricted Stock Unit financial
"These restricted stock units vest and are distributed as shares of Merck & Co., Inc. 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.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy) ... The option vests and becomes exercisable"
vest and are distributed financial
"These restricted stock units vest and are distributed as shares"
vests and becomes exercisable financial
"The option vests and becomes exercisable in equal installments"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
Form 4 Insider Transactions: What Each Field Means →
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*
Litchfield Caroline
(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 & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		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 Stock92,300.657D
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)05/05/2026A15,90805/05/2027(2)05/05/2029Common Stock15,908$015,908D
Stock Option (Right to Buy)$113.1505/05/2026A46,56605/05/2027(3)05/04/2036Common Stock46,566$046,566D
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 5/5/2027, 5/5/2028, and, 5/5/2029.
3. The option vests and becomes exercisable in equal installments on 5/5/2027, 5/5/2028, and, 5/5/2029.
/s/ Kelly E. W. Grez as attorney-in-fact for Caroline Litchfield05/07/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Merck (MRK) report for CFO Caroline Litchfield?

Merck reported that EVP & CFO Caroline Litchfield received new equity awards, including stock options and restricted stock units. These are compensation-related grants, not open-market purchases or sales, and increase her potential future ownership in Merck common stock, aligning her interests with shareholders over several years.

How many stock options did the Merck (MRK) CFO receive and at what exercise price?

Caroline Litchfield received stock options for 46,566 shares of Merck common stock at an exercise price of $113.15 per share. These options vest in three equal annual installments beginning May 5, 2027, and expire on May 4, 2036, providing long-term equity-based incentive compensation.

What are the details of the restricted stock units granted to Merck (MRK) CFO?

She was granted 15,908 restricted stock units, each representing a contingent right to one Merck common share. These RSUs vest and are distributed in three equal installments on May 5, 2027, May 5, 2028, and May 5, 2029, creating a multi-year vesting schedule tied to continued service.

When do the new Merck (MRK) stock options for the CFO become exercisable?

The stock options granted to Caroline Litchfield vest and become exercisable in three equal installments on May 5, 2027, May 5, 2028, and May 5, 2029. After vesting, she may choose to exercise them any time before their scheduled expiration date of May 4, 2036.

How many Merck (MRK) shares does the CFO hold after these reported transactions?

Following the reported transactions, Caroline Litchfield directly holds 92,300.657 shares of Merck common stock. This figure reflects her direct ownership position as of the transaction date and helps show the scale of her existing equity stake relative to the new derivative awards granted.

Are the Merck (MRK) CFO’s reported transactions open-market buys or sells?

No, the reported transactions are equity grants classified under code A, indicating awards or other acquisitions, not open-market purchases or sales. They include stock options and restricted stock units granted as part of compensation, rather than discretionary trading in Merck shares on the open market.