Merck (MRK) EVP Richard DeLuca awarded 12,264 performance-based shares

Rhea-AI Filing Summary

Merck & Co., Inc. executive Richard R. DeLuca, Jr., EVP & President of Merck Animal Health, reported receiving 12,264 shares of Merck common stock on January 26, 2026. These shares were distributed after performance criteria were met for performance share units granted on March 31, 2023.

Performance shares were paid at 94 percent of target awards and include dividends accrued over the three-year performance period ending December 31, 2025. After this award, DeLuca beneficially owned 197,858.834 shares of common stock directly and 1,312.5134 shares indirectly through the Merck U.S. Savings Plan, a 401(k) plan.

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

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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^*

DeLuca Richard R.

(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&Pres, Merck Animal Heallth

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A		12,264(1)	A	$107.4	197,858.834(2)	D
Common Stock - 401(k) Plan								1,312.5134(3)	I	By 401(k)

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

Explanation of Responses:

1. Distribution of net after tax shares of common stock on satisfaction of performance criteria for performance share units granted on 3/31/23. Performance shares were paid out at 94 percent of target awards. Includes dividends accrued over the three-year performance period ending December 31, 2025.

2. Holdings include shares acquired in dividend reinvestment transactions.

3. Includes shares acquired and dividends earned through January 8, 2026 in the Merck U.S. Savings Plan, a 401(k) plan.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Richard R. DeLuca, Jr.	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Merck (MRK) report for Richard R. DeLuca, Jr.?

Merck reported that EVP Richard R. DeLuca, Jr. received 12,264 shares of common stock on January 26, 2026. The shares were distributed upon satisfaction of performance criteria for performance share units granted on March 31, 2023, including accrued dividends.

How many Merck (MRK) shares does Richard R. DeLuca, Jr. own after this Form 4?

After the reported transaction, Richard R. DeLuca, Jr. beneficially owned 197,858.834 Merck common shares directly. He also held 1,312.5134 additional shares indirectly through the Merck U.S. Savings Plan, a 401(k) plan, reflecting shares and dividends accumulated in that plan.

What was the nature of the Merck (MRK) shares awarded to Richard R. DeLuca, Jr.?

The 12,264 Merck shares were a net, after-tax distribution from performance share units granted on March 31, 2023. They were delivered after performance criteria were satisfied, with the payout equal to 94 percent of the target awards plus related accrued dividends.

What performance period applied to Richard R. DeLuca, Jr.’s Merck (MRK) performance shares?

The performance shares covered a three-year period ending December 31, 2025. The award reflected satisfaction of performance criteria over that period, and also included dividends accrued during those three years before the shares were distributed on January 26, 2026.

How are Richard R. DeLuca, Jr.’s indirect Merck (MRK) holdings structured?

His indirect holdings comprise 1,312.5134 Merck shares in the Merck U.S. Savings Plan, a 401(k) plan. These holdings include shares acquired and dividends earned through January 8, 2026, and are reported separately from his directly held common stock position.

At what price were Richard R. DeLuca, Jr.’s Merck (MRK) shares reported on this Form 4?

The 12,264 Merck common shares were reported at a price of $107.40 per share. This figure is presented in connection with the distribution of net after-tax shares from performance share units that vested following achievement of the specified performance criteria.