Merck Insider Filing: David Williams Nets 8.7k Shares from RSU Payout

Rhea-AI Filing Summary

Merck & Co. (MRK) Form 4 – 5 Aug 2025: EVP & Chief Information & Digital Officer David M. Williams reported the vesting of 17,119 restricted stock units (RSUs) on 4 Aug 2025 (code M). The shares were issued at the market price of $79.29 and immediately reduced by 8,432 shares (code F) that the issuer withheld to cover tax obligations. Net increase to Williams’s direct ownership is +8,687 shares, bringing his total direct holding to 33,013.467 shares. The related RSU grant is now fully settled; no derivative securities remain.

The footnote clarifies a prior filing error: the RSUs were previously disclosed as vesting in three annual tranches, but actually vested in one installment on 4 Aug 2025. No other transactions, sales to the open market, or new option grants were disclosed.

Positive

• Insider ownership rises by 8,687 shares, indicating continued equity alignment with shareholders.
• Corrected disclosure improves transparency and reduces potential compliance risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; modest net share increase, immaterial to MRK’s valuation.

This Form 4 reflects standard executive compensation mechanics rather than a discretionary buy or sell decision. Williams’ net gain of 8.7k shares (~$0.7 m) is negligible against MRK’s ~2.5 bn share float, so market impact is de minimis. The correction of prior vesting schedule demonstrates compliance diligence but carries no financial ramifications. Overall sentiment neutral.

Corporate Governance Specialist

TL;DR: Filing corrects past disclosure; governance risk low.

The amended narrative rectifies an earlier misstatement regarding RSU vesting cadence, showing proactive transparency. A single-day vesting aligns with typical long-term incentive plans. No red flags on insider disposition: shares withheld solely for taxes, not an elective sale. Impact on governance perception is neutral-to-slightly positive.

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
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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^*

Williams David Michael

(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,Chief Info&Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		M		17,119	A	$79.29	41,445.467(1)	D
Common Stock	08/04/2025		F		8,432	D	$79.29	33,013.467	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
Restricted Stock Unit	(2)	08/04/2025		M			17,119	08/03/2025(3)	08/03/2025(3)	Common Stock	17,119	$0	0	D

Explanation of Responses:

1. Holdings include shares acquired in dividend reinvestment transactions.

2. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.

3. These restricted stock units vested and were distributed as shares of Merck & Co., Inc. common stock in one installment on 8/4/2025, the business day immediately following 8/3/2025. The Reporting Person's Form 4 filed on 8/4/2022 incorrectly reported that these restricted stock units vested and were to be distributed in three equal installments on 8/3/2023, 8/3/2024, and 8/3/2025.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for David Michael Williams	08/05/2025
	** 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.
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FAQ

How many Merck (MRK) shares did EVP David Williams acquire on 4 Aug 2025?

He received 17,119 shares upon RSU vesting.

Why were 8,432 MRK shares disposed of in the same filing?

They were withheld for tax obligations (code F), not an open-market sale.

What is David Williams’s total direct ownership in MRK after the transaction?

He now directly holds 33,013.467 shares.

Did the executive exercise stock options or only RSUs?

Only RSUs were converted; no options or other derivatives were involved.

Does this Form 4 indicate any change to Merck’s fundamentals?

No; the filing reflects routine compensation vesting with no impact on company fundamentals.