Merck (MRK) director Stephen Mayo receives 1,853 phantom stock units in cash-settled award

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Merck & Co., Inc. director Stephen Mayo reported a compensation-related award of phantom stock units linked to the company’s common stock. He received 1,853.0997 phantom stock units, which are tied 1-for-1 to Merck common shares and are to be settled 100% in cash after his service ends under a deferred compensation plan. Following this award, he holds 14,824.5202 phantom stock units and 100 shares of Merck common stock, with the share holdings including amounts acquired through dividend reinvestment transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mayo Stephen

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 — 14,824.52 shares (Direct, null); Common Stock — 100 shares (Direct, null)

Footnotes (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.

Key Figures

Phantom stock units granted: 1,853.0997 units Grant reference price: $118.7200 per unit Total phantom units after grant: 14,824.5202 units +2 more

5 metrics

Phantom stock units granted 1,853.0997 units Grant to director Stephen Mayo on 2026-05-29

Grant reference price $118.7200 per unit Price per phantom stock unit on 2026-05-29

Total phantom units after grant 14,824.5202 units Mayo’s phantom stock balance following transaction

Common shares held 100 shares Merck common stock directly held after transactions

Phantom conversion ratio 1-for-1 Each phantom unit tracks one Merck common share

Key Terms

Phantom stock, Plan for Deferred Payment of Directors' Compensation, dividend reinvestment transactions

3 terms

Phantom stock financial

"Phantom Stock units are to be settled 100% in cash upon reporting person's termination of service"

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

"pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation"

dividend reinvestment transactions financial

"Holdings include shares acquired in dividend reinvestment transactions"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 02:11 PM

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^*

Mayo Stephen

(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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								100	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	05/29/2026		A		1,853.0997		⁽²⁾	⁽²⁾	Common Stock	1,853.0997	$118.72	14,824.5202⁽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 Stephen L. Mayo	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Merck (MRK) director Stephen Mayo report on this Form 4?

Stephen Mayo reported receiving a grant of phantom stock units as director compensation. The Form 4 shows an award of 1,853.0997 phantom stock units, each tied 1-for-1 to Merck common stock, increasing his total phantom holdings to 14,824.5202 units.

How many Merck (MRK) phantom stock units did Stephen Mayo hold after the reported grant?

After the reported grant, Stephen Mayo held 14,824.5202 phantom stock units. This reflects the newly awarded 1,853.0997 units added to his prior balance, all linked on a 1-for-1 basis to Merck common shares under the company’s deferred compensation framework.

How are Stephen Mayo’s Merck (MRK) phantom stock units settled according to the Form 4 footnotes?

The phantom stock units are settled 100% in cash upon Stephen Mayo’s termination of service. Settlement follows a distribution schedule elected under Merck’s Plan for Deferred Payment of Directors’ Compensation, meaning he receives cash equivalent to the value rather than actual common shares.

What does 1-for-1 mean for Merck (MRK) phantom stock units in Stephen Mayo’s filing?

1-for-1 means each phantom stock unit tracks the value of one share of Merck common stock. Although economically tied to the share price, these units are non-share, cash-settled instruments, providing value similar to stock ownership without issuing additional common shares.

How many Merck (MRK) common shares does Stephen Mayo directly hold after this Form 4?

Stephen Mayo directly holds 100 shares of Merck common stock after the reported transactions. The footnotes note that these common stock holdings include shares acquired through dividend reinvestment transactions, reflecting automatic reinvestment of dividends into additional shares over time.

Are Stephen Mayo’s Merck (MRK) phantom stock units actual shares of common stock?

The phantom stock units are not actual shares; they are cash-settled rights whose value equals Merck common stock on a 1-for-1 basis. Upon his termination of service, he receives cash distributions under the deferred compensation plan rather than newly issued or transferred common shares.