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Merck (MRK) SVP Smart exercises 1,408 RSUs with 483 shares for tax

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

Rhea-AI Filing Summary

Merck & Co., Inc. senior vice president Dalton E. Smart III reported routine equity compensation activity. On April 29–30, 2026, he exercised restricted stock units covering 1,408 shares of common stock, converting them into directly held shares.

Across these transactions, 483 shares of common stock were withheld at prices of $110.03 and $110.95 per share to satisfy tax obligations, so they were not open-market sales. Following the transactions, he directly holds 9,137.315 shares of Merck common stock.

Footnotes show he also holds 1,889 restricted stock units, each representing a contingent right to one share of Merck common stock. These units vest and are distributed in three equal installments on 4/29/2026, 4/29/2027, 4/29/2028, and on 4/30/2025, 4/30/2026, and 4/30/2027.

Positive

  • None.

Negative

  • None.
Insider Smart Dalton E. III
Role SVP Fin. - Global Controller
Type Security Shares Price Value
Exercise Restricted Stock Unit 464 $0.00 --
Exercise Common Stock 464 $110.95 $51K
Tax Withholding Common Stock 159 $110.95 $18K
Exercise Restricted Stock Unit 944 $0.00 --
Exercise Common Stock 944 $110.03 $104K
Tax Withholding Common Stock 324 $110.03 $36K
Holdings After Transaction: Restricted Stock Unit — 465 shares (Direct, null); Common Stock — 9,296.315 shares (Direct, null)
Footnotes (1)
  1. Holdings include shares acquired in dividend reinvestment transactions. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock. 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. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/30/2025, 4/30/2026 and 4/30/2027.
RSU shares exercised 1,408 shares Restricted stock units converted to Merck common stock on April 29–30, 2026
Tax-withholding shares 483 shares Common stock withheld to cover tax obligations on April 29–30, 2026
Common shares held after 9,137.315 shares Direct Merck common stock holdings following the April 30, 2026 transactions
RSUs outstanding 1,889 units Restricted stock units remaining after April 29, 2026 transaction
Tax price per share 4/29 $110.03 per share Price used for common stock tax-withholding on April 29, 2026
Tax price per share 4/30 $110.95 per share Price used for common stock tax-withholding on April 30, 2026
Restricted Stock Unit financial
"The filing lists transactions in a security titled "Restricted Stock Unit" tied to Merck 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
"Transactions coded F are described as a tax-withholding disposition used to satisfy tax liability."
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.
derivative security financial
"Code M is defined as an exercise or conversion of a derivative security into common stock."
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of Merck common stock."
dividend reinvestment transactions financial
"Footnotes state that holdings include shares acquired in dividend reinvestment transactions."
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*
Smart Dalton E. III

(Last)(First)(Middle)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP Fin. - Global Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
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 Stock04/29/2026M944A$110.039,156.315(1)D
Common Stock04/29/2026F324D$110.038,832.315D
Common Stock04/30/2026M464A$110.959,296.315D
Common Stock04/30/2026F159D$110.959,137.315D
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
Restricted Stock Unit(2)04/29/2026M94404/29/2026(3)04/29/2028Common Stock944$01,889D
Restricted Stock Unit(2)04/30/2026M46404/30/2025(4)04/30/2027Common Stock464$0465D
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.
4. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/30/2025, 4/30/2026 and 4/30/2027.
/s/ Kelly E. W. Grez, attorney-in-fact for Dalton E. Smart, III05/01/2026
** 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)

FAQ

What insider transactions did Merck (MRK) executive Dalton E. Smart III report?

Dalton E. Smart III reported exercising restricted stock units into 1,408 shares of Merck common stock. In related entries, 483 shares were withheld to cover tax obligations rather than sold in the market, reflecting routine equity compensation activity rather than discretionary share purchases or sales.

Did Merck (MRK) executive Dalton E. Smart III sell shares in the open market?

The filing shows tax-withholding dispositions of 483 shares, coded as F transactions. These represent shares withheld by Merck to pay taxes on vested equity awards, not open-market sales initiated by the executive, so they carry limited informational value about his view of Merck stock.

How many Merck (MRK) shares does Dalton E. Smart III hold after these Form 4 transactions?

After the reported transactions, Dalton E. Smart III directly holds 9,137.315 shares of Merck common stock. This figure reflects his position following both the exercises of restricted stock units and the related tax-withholding share dispositions disclosed in the Form 4 filing.

What restricted stock unit (RSU) position does the Merck (MRK) executive retain?

The filing shows Dalton E. Smart III holding 1,889 restricted stock units after the reported activity. Each RSU represents a contingent right to receive one Merck common share, providing additional equity exposure that will convert into stock as the units vest over time.

When do Dalton E. Smart III’s Merck (MRK) restricted stock units vest?

Footnotes state that certain RSUs vest and are distributed in three equal installments on 4/29/2026, 4/29/2027, and 4/29/2028. Another RSU grant vests in three equal installments on 4/30/2025, 4/30/2026, and 4/30/2027, creating a multi-year vesting schedule.

What prices are associated with the Merck (MRK) shares involved in the Form 4 transactions?

The Form 4 lists common stock transactions at per-share prices of $110.03 and $110.95. These prices apply to shares used for tax-withholding and to common stock received upon RSU conversion, as reported for the April 29 and April 30, 2026 transactions.