Merck (MRK) director Inge Thulin receives cash-settled phantom stock grant

Rhea-AI Filing Summary

Merck & Co., Inc. director Inge G. Thulin reported updated holdings that include a new grant of phantom stock units. On 2026-05-29, the director acquired 1,853.0997 phantom stock units, each linked on a 1-for-1 basis to Merck common stock. These phantom units are designed as deferred compensation and will be settled 100% in cash after the director’s termination of service, following a distribution schedule elected under the Plan for Deferred Payment of Directors' Compensation. After this grant, the director holds 27,469.7107 phantom stock units and 2,932.8610 shares of common stock, with the common stock holdings including shares acquired through dividend reinvestment transactions.

Insights

Equity compensation analyst

Routine cash-settled phantom stock grant for Merck director, no open-market trading.

The filing shows Inge G. Thulin, a director of Merck & Co., Inc., receiving 1,853.0997 phantom stock units as a grant. The units track Merck common stock value on a 1-for-1 basis but are structured as deferred cash compensation.

The phantom units will be paid 100% in cash after the director’s service ends, according to an elected distribution schedule under the Plan for Deferred Payment of Directors' Compensation. No open-market purchases or sales occurred, and total phantom holdings rise to 27,469.7107 units, alongside 2,932.8610 common shares.

This is a standard board compensation mechanism rather than a directional bet on the stock. It does not change Merck’s share count directly, since the award is cash-settled, and it mainly updates investors on the director’s compensation-linked exposure to Merck’s share price.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider THULIN INGE G

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 — 27,469.711 shares (Direct, null); Common Stock — 2,932.861 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.

Key Figures

Phantom stock grant size: 1,853.0997 units Phantom stock grant reference price: $118.7200 per unit Total phantom units after grant: 27,469.7107 units +3 more

6 metrics

Phantom stock grant size 1,853.0997 units Phantom stock units granted on May 29, 2026

Phantom stock grant reference price $118.7200 per unit Price per phantom stock unit on grant date

Total phantom units after grant 27,469.7107 units Director’s phantom stock holdings after transaction

Common stock holdings 2,932.8610 shares Director’s Merck common stock held directly after transaction

Conversion ratio 1-for-1 Each phantom stock unit linked to one Merck common share

Settlement form 100% in cash Phantom stock units paid in cash upon termination of service

Key Terms

Phantom stock, 1-for-1, Plan for Deferred Payment of Directors' Compensation, dividend reinvestment transactions, +1 more

5 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.

1-for-1 financial

"1-for-1"

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."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

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Form 4 Insider Transactions: What Each Field Means →

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^*

THULIN INGE G

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,932.861	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
Phantom Stock	(1)	05/29/2026		A		1,853.0997		(2)	(2)	Common Stock	1,853.0997	$118.72	27,469.7107(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 Inge G. Thulin	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)

FAQ

What insider transaction did Merck (MRK) director Inge G. Thulin report?

Merck director Inge G. Thulin reported a grant of 1,853.0997 phantom stock units on May 29, 2026. These units track Merck common stock value 1-for-1 and are classified as a grant/award acquisition rather than an open-market stock purchase or sale.

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

After the reported grant, the director holds 27,469.7107 phantom stock units. Each unit is linked 1-for-1 to Merck common stock and represents deferred compensation that will be settled entirely in cash following termination of the director’s service with the company.

Are Merck (MRK) phantom stock units settled in shares or cash?

The phantom stock units are settled 100% in cash, not in Merck shares. Payment occurs upon the director’s termination of service, following a distribution schedule elected under the company’s Plan for Deferred Payment of Directors' Compensation, making this a cash-based deferred compensation vehicle.

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

The Form 4 does not show any open-market purchases or sales of Merck common stock. It reports a grant of phantom stock units and updated share holdings, which include amounts accumulated through dividend reinvestment, but no buy or sell transactions in the market.

What are the director’s Merck (MRK) common stock holdings after the reported transactions?

Following the reported transactions, the director holds 2,932.8610 shares of Merck common stock directly. According to the filing, these holdings include shares acquired through dividend reinvestment transactions, reflecting automatic reinvestment of dividends into additional Merck shares.

How is the 1-for-1 relationship described for Merck (MRK) phantom stock units?

The filing specifies a 1-for-1 relationship between phantom stock units and Merck common stock. This means each phantom unit mirrors the value of one Merck share, while remaining a cash-settled, deferred compensation instrument rather than deliverable company stock.