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Merck (NYSE: MRK) director Paul Rothman granted new phantom stock units

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

Rhea-AI Filing Summary

Merck & Co., Inc. director Paul Rothman reported compensation-related equity activity. He received a grant of 1,853.0997 phantom stock units tied to Merck common stock at a reference price of $118.7200 per unit.

After this grant, his phantom stock holdings total 34,944.9417 units, which are to be settled 100% in cash upon his termination of service under the Plan for Deferred Payment of Directors' Compensation. He also reports direct ownership of 100 shares of Merck common stock, including shares acquired through dividend reinvestment transactions.

Positive

  • None.

Negative

  • None.
Insider Rothman Paul
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 1,853.1 $118.72 $220K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 34,944.942 shares (Direct, null); Common Stock — 100 shares (Direct, null)
Footnotes (1)
  1. 1-for-1 Phantom stock units are to be settled 100% in cash upon reporting person's termination of service in accordance with a distribution schedule elected pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation. Holdings include shares acquired in dividend reinvestment transactions.
New phantom stock grant 1,853.0997 units Grant to director Paul Rothman on May 29, 2026
Phantom stock reference price <money>$118.7200</money> per unit Price associated with granted phantom stock units
Total phantom stock after grant 34,944.9417 units Rothman’s phantom stock balance following transaction
Common stock holdings 100 shares Direct Merck common stock owned after reported transactions
Settlement ratio 1-for-1 Phantom stock units related to Merck common stock
Phantom stock financial
"security_title: "Phantom Stock" and footnote on phantom stock units"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Plan for Deferred Payment of Directors' Compensation financial
"terms of the Plan for Deferred Payment of Directors' Compensation"
dividend reinvestment transactions financial
"Holdings include shares acquired in dividend reinvestment transactions"
grant/award acquisition financial
"transaction_action: "grant/award acquisition""
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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*
Rothman Paul
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		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 Stock100D
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
Phantom Stock(1)05/29/2026A1,853.0997 (2) (2)Common Stock1,853.0997$118.7234,944.9417(3)D
Explanation of Responses:
1. 1-for-1
2. Phantom stock units are to be settled 100% in cash upon reporting person's termination of service in accordance with a distribution schedule elected pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation.
3. Holdings include shares acquired in dividend reinvestment transactions.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Paul B. Rothman06/02/2026
** 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 did Merck (MRK) director Paul Rothman report in this Form 4?

Paul Rothman reported a grant of 1,853.0997 phantom stock units linked to Merck common stock. These units are part of his director compensation and increase his total phantom stock holdings to 34,944.9417 units.

How many phantom stock units does Paul Rothman now hold in Merck (MRK)?

After the latest grant, Paul Rothman holds 34,944.9417 phantom stock units. These units mirror Merck common stock value and are settled entirely in cash under the company’s deferred compensation plan for directors.

What are the terms of Paul Rothman’s new phantom stock grant at Merck (MRK)?

Rothman received 1,853.0997 phantom stock units at a reference price of $118.7200 per unit. According to the plan, these units will be settled 100% in cash upon his termination of service, following his elected distribution schedule.

Does Paul Rothman hold actual Merck (MRK) common shares in addition to phantom stock?

Yes. In addition to phantom stock units, Paul Rothman directly holds 100 shares of Merck common stock. The reported holdings include shares that were acquired through dividend reinvestment transactions under the company’s programs.

How and when will Merck (MRK) phantom stock units be paid to Paul Rothman?

The phantom stock units will be settled 100% in cash when Rothman’s service as a director ends. Payment timing follows a distribution schedule he elected under Merck’s Plan for Deferred Payment of Directors’ Compensation.