Merck (NYSE: MRK) EVP gets 6,112-share performance stock payout

Rhea-AI Filing Summary

Merck & Co., Inc. executive vice president and Chief Information & Digital Officer David Michael Williams received 6,112 shares of common stock on January 26, 2026 as an acquired award. These shares were distributed as net after‑tax stock upon meeting performance criteria for performance share units granted on March 31, 2023.

The performance shares were paid out at 94 percent of target awards and included dividends accrued over the three-year performance period ending December 31, 2025. Following this transaction, Williams beneficially owns 30,837.743 shares of Merck common stock, held directly and including shares acquired through dividend reinvestment.

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

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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^*

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)
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		6,112(1)	A	$107.4	30,837.743(2)	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

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.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for David Michael Williams	01/28/2026
	** 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

What insider transaction did Merck (MRK) report for David Michael Williams?

Merck reported that EVP and Chief Information & Digital Officer David Michael Williams acquired 6,112 shares of common stock on January 26, 2026. The shares came from a performance share unit award that vested based on multi-year performance criteria and included accrued dividends.

How many Merck (MRK) shares does David Michael Williams own after this transaction?

After the January 26, 2026 transaction, David Michael Williams beneficially owns 30,837.743 shares of Merck common stock. These holdings are reported as directly owned and include shares accumulated through dividend reinvestment programs over time.

What was the nature of the 6,112 Merck (MRK) shares awarded to David Michael Williams?

The 6,112 Merck shares represented a net after-tax distribution from performance share units granted on March 31, 2023. The award vested upon satisfaction of performance criteria and reflects stock earned over a three-year performance period, including accrued dividends.

At what level versus target were Merck (MRK) performance shares paid to David Michael Williams?

The performance share units for David Michael Williams were paid at 94 percent of target awards. This means the company’s performance over the three-year period ending December 31, 2025 met most, but not all, of the threshold set when the grant was issued.

What performance period applied to David Michael Williams’s Merck (MRK) share award?

The award relates to a three-year performance period ending December 31, 2025. Over this timeframe, Merck measured performance against preset goals, and the resulting payout included dividends accrued on the underlying performance share units.

Does David Michael Williams’s Merck (MRK) holding include dividend reinvestment shares?

Yes. The filing states that David Michael Williams’s reported holdings include shares acquired in dividend reinvestment transactions. This indicates that some of his Merck position has grown through automatic reinvestment of cash dividends into additional common shares.