Merck EVP exercises RSUs, pays taxes in stock

Merck & Co., Inc. executive Richard R. DeLuca, EVP and President of Merck Animal Health, reported routine equity compensation activity.

Rhea-AI Filing Summary

Merck & Co., Inc. executive Richard R. DeLuca, EVP and President of Merck Animal Health, reported routine equity compensation activity. On April 29, 2026, he exercised 2,518 restricted stock units, receiving an equivalent number of Merck common shares.

To cover tax obligations, 1,241 common shares were disposed of at $110.03 per share through a tax-withholding transaction, leaving a net increase in his directly held stock. After these transactions, DeLuca directly holds 161,537.07 shares of common stock and indirectly holds 1,320.9907 shares through a 401(k) plan. Footnotes note that restricted stock units convert into one common share each and vest in three equal installments on April 29, 2026, 2027, and 2028, with remaining units outstanding.

Insider Trade Summary

2,518 shares exercised/converted

Exercise 4 txns

Insider DeLuca Richard R.

Role EVP&Pres, Merck Animal Heallth

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,518	$0.00	$0.00
Exercise	Common Stock	2,518	$110.03	$277K
Exercise Price or Tax Liability	Common Stock	1,241	$110.03	$137K
holding	Common Stock - 401(k) Plan	--	--	--

Holdings After Transaction: Restricted Stock Unit — 5,037 contracts (Direct); Common Stock — 161,537.07 shares (Direct); Common Stock - 401(k) Plan — 1,320.9907 shares (Indirect, By 401(k))

Footnotes (3)

1. F1. Holdings include shares acquired in dividend reinvestment transactions.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.
3. F3. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.

Key Figures

RSUs exercised: 2,518 units Tax-withholding shares: 1,241 shares Tax-withholding price: $110.03 per share +3 more

6 metrics

RSUs exercised 2,518 units Restricted stock units converted to Merck common stock on April 29, 2026

Tax-withholding shares 1,241 shares Shares delivered to cover tax liability at $110.03 per share

Tax-withholding price $110.03 per share Value used for 1,241-share tax-withholding disposition

Direct common stock holdings 161,537.07 shares Direct Merck common shares following transactions

401(k) Merck holdings 1,320.9907 shares Indirect holdings in Merck stock through 401(k) plan

Remaining RSUs 5,037 units Restricted stock units outstanding after the reported exercise

Key Terms

Restricted Stock Unit, tax-withholding disposition, 401(k) Plan, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Unit financial

"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.

401(k) Plan financial

"Common Stock - 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

dividend reinvestment transactions financial

"Holdings include shares acquired in dividend reinvestment transactions."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Merck (MRK) executive Richard DeLuca report?

Richard DeLuca reported exercising 2,518 restricted stock units into Merck common stock and a related tax-withholding disposition of 1,241 shares at $110.03 per share. These actions reflect routine equity compensation and associated tax payments.

How many Merck (MRK) shares does Richard DeLuca hold after this Form 4?

After the reported transactions, Richard DeLuca directly holds 161,537.07 shares of Merck common stock. He also indirectly holds 1,320.9907 shares through a 401(k) plan, according to the filing’s ownership details.

What does the tax-withholding disposition mean in Merck (MRK) DeLuca’s filing?

The tax-withholding disposition reflects 1,241 shares of Merck common stock delivered at $110.03 per share to satisfy tax liabilities from the equity award. This is not an open-market sale, but a standard mechanism to cover taxes on vested stock units.

How do Richard DeLuca’s restricted stock units in Merck (MRK) work?

Each restricted stock unit represents a contingent right to receive one Merck common share. The filing states that these units vest and are distributed in three equal installments on April 29, 2026, April 29, 2027 and April 29, 2028.

What 401(k) holdings does Richard DeLuca report in Merck (MRK) stock?

The Form 4 lists 1,320.9907 shares of Merck common stock held indirectly through a 401(k) plan. A footnote explains that these holdings also include shares acquired via dividend reinvestment transactions within the plan.

Does this Merck (MRK) Form 4 show any open-market buying or selling by DeLuca?

No open-market purchases or sales are indicated. The key activities are a derivative exercise of 2,518 RSUs and a tax-withholding disposition of 1,241 shares. These are compensation-related, not discretionary market trades.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 06:20 PM Learn about SEC filing dates

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
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^*

DeLuca Richard R.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP&Pres, Merck Animal Heallth

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		M		2,518	A	$110.03	162,778.07(1)	D
Common Stock	04/29/2026		F		1,241	D	$110.03	161,537.07	D
Common Stock - 401(k) Plan								1,320.9907(1)	I	By 401(k)

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)	04/29/2026		M			2,518	04/29/2026(3)	04/29/2028	Common Stock	2,518	$0	5,037	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 vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Richard R. DeLuca, Jr.	05/01/2026
	** 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.
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)