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Merck (MRK) SVP Smart converts RSUs, withholds shares for taxes

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

Rhea-AI Filing Summary

Merck & Co., Inc. senior vice president of finance and global controller Dalton E. Smart III reported routine equity compensation activity involving restricted stock units. On May 2, 2026, restricted stock units covering 383 shares of common stock were exercised and converted into common shares.

To cover tax obligations, 132 shares of common stock were disposed of in a tax-withholding transaction at $112.16 per share, a non‑market event. After these transactions, Smart directly held 9,388.315 shares of Merck common stock. The restricted stock units, each representing a contingent right to one Merck share, vest and are distributed in three equal installments on May 2 of 2024, 2025, and 2026.

Positive

  • None.

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Insider Smart Dalton E. III
Role SVP Fin. - Global Controller
Type Security Shares Price Value
Exercise Restricted Stock Unit 383 $0.00 --
Exercise Common Stock 383 $112.16 $43K
Tax Withholding Common Stock 132 $112.16 $15K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 9,520.315 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 5/2/2024, 5/2/2025, and 5/2/2026.
Tax-withholding shares 132 shares Common stock disposed of for tax withholding
Tax-withholding price $112.16 per share Price used for 132-share tax-withholding disposition
RSUs converted 383 units/shares Restricted stock units exercised into Merck common stock
Shares held after transactions 9,388.315 shares Direct Merck common stock holdings following Form 4 transactions
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share 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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"Exercise or conversion of derivative security"
contingent right financial
"represents a contingent right to receive one share of Merck & Co., Inc. common stock."
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*
Smart Dalton E. III
(Last)(First)(Middle)
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)
SVP Fin. - Global Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026		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 Stock05/02/2026M383A$112.169,520.315D
Common Stock05/02/2026F132D$112.169,388.315D
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)05/02/2026M38305/02/2024(2)05/02/2026Common Stock383$00D
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 5/2/2024, 5/2/2025, and 5/2/2026.
/s/ Kelly E. W. Grez, attorney-in-fact for Dalton E. Smart, III05/05/2026
** 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 transactions did Merck (MRK) executive Dalton E. Smart III report?

Dalton E. Smart III reported routine equity compensation activity, converting 383 restricted stock units into Merck common stock and disposing of 132 shares to cover tax obligations. These events reflect vesting and related tax withholding, not open-market buying or selling of MRK shares.

How many Merck (MRK) shares were involved in Dalton Smart’s tax-withholding transaction?

The filing shows 132 Merck common shares were disposed of in a tax-withholding transaction at $112.16 per share. This method uses shares to satisfy tax liabilities arising from equity vesting, rather than a discretionary open-market sale initiated for portfolio or valuation reasons.

How many Merck (MRK) shares did Dalton Smart hold after the reported Form 4 transactions?

After the reported transactions, Dalton E. Smart III directly held 9,388.315 shares of Merck common stock. This figure reflects his position following the restricted stock unit conversion and the 132-share tax-withholding disposition recorded in the Form 4 filing.

What restricted stock units were converted in Merck (MRK) executive Dalton Smart’s Form 4?

Restricted stock units covering 383 underlying Merck common shares were exercised and converted. Each restricted stock unit represents a contingent right to receive one Merck share, vesting and distributing in three equal installments on May 2, 2024, May 2, 2025, and May 2, 2026.

Are Dalton Smart’s Merck (MRK) Form 4 transactions open-market trades?

The reported transactions are not open-market trades. One entry reflects restricted stock units converting into common shares, and another records 132 shares disposed of to cover tax liabilities, a non-market tax-withholding mechanism rather than a discretionary purchase or sale on an exchange.

How do Dalton Smart’s Merck (MRK) restricted stock units vest over time?

The restricted stock units vest and are distributed as Merck common shares in three equal installments on May 2, 2024, May 2, 2025, and May 2, 2026. Each unit provides a contingent right to receive one Merck share upon vesting and distribution on those dates.