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  4. [Form 4] Merck & Co., Inc. Insider Trading Activity

Merck (MRK) director awarded 1,853 phantom stock units as deferred cash compensation

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

Rhea-AI Filing Summary

LAVIZZO-MOUREY RISA J reported acquisition or exercise transactions in this Form 4 filing.

Merck & Co., Inc. director Risa J. Lavizzo-Mourey reported a compensation-related award of phantom stock units rather than a market trade. She received 1,853.0997 phantom stock units tied on a 1-for-1 basis to Merck common stock at a reference price of $118.72 per unit, increasing her phantom stock balance to 17,749.3517 units. These units are designed to be settled 100% in cash after her service ends, under the Plan for Deferred Payment of Directors' Compensation. The filing also notes she directly holds 1,000 shares of Merck common stock, including shares accumulated through dividend reinvestment.

Positive

  • None.

Negative

  • None.
Insider LAVIZZO-MOUREY RISA J
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 — 17,749.352 shares (Direct, null); Common Stock — 1,000 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.
Phantom stock units granted 1,853.0997 units Grant to director on May 29, 2026
Phantom stock balance 17,749.3517 units Total phantom stock units after award
Grant reference price $118.72 per unit Phantom stock award valuation
Common shares held 1,000 shares Direct Merck common stock holding after transactions
Conversion ratio 1-for-1 Phantom units track Merck common stock
Phantom Stock financial
"The security title is listed as "Phantom Stock" tied to common stock."
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
"Units are settled in cash under the Plan for Deferred Payment of Directors' Compensation."
dividend reinvestment transactions financial
"Holdings include shares acquired in dividend reinvestment transactions."
cash upon reporting person's termination of service financial
"Phantom stock units are to be settled 100% in cash upon termination of service."
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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*
LAVIZZO-MOUREY RISA J
(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 Stock1,000D
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$118.7217,749.3517(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 Risa J. Lavizzo-Mourey06/02/2026
** 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 insider activity did Merck (MRK) report for Risa J. Lavizzo-Mourey?

Merck reported that director Risa J. Lavizzo-Mourey received a grant of 1,853.0997 phantom stock units. This was a compensation-related award, not an open-market stock purchase or sale. The units track Merck common stock value on a 1-for-1 basis.

How many phantom stock units does the Merck (MRK) director hold after this Form 4?

After the award, the director holds 17,749.3517 phantom stock units. These units mirror Merck’s share price but are cash-settled, providing deferred cash compensation linked to the company’s stock performance over time.

At what reference price were the new phantom stock units granted at Merck (MRK)?

The new phantom stock units were granted at a reference price of $118.72 per unit. This price is used to determine the number of units awarded as part of the director’s deferred compensation arrangement tied to Merck’s stock.

Does this Merck (MRK) Form 4 show any open-market stock purchases or sales?

No, the Form 4 does not show open-market buys or sells. It reports a grant of phantom stock units and updated common stock holdings, reflecting routine director compensation and dividend reinvestment rather than trading activity in the open market.

How and when are Merck (MRK) phantom stock units settled for the director?

The phantom stock units are settled 100% in cash after the director’s termination of service. Payment timing follows a distribution schedule elected under the Plan for Deferred Payment of Directors’ Compensation, rather than immediate delivery of Merck shares.

How many Merck (MRK) common shares does the director hold directly after this filing?

The director holds 1,000 shares of Merck common stock directly. The filing notes this total includes shares obtained through dividend reinvestment transactions, where cash dividends are automatically used to buy additional shares.