Merck (NYSE: MRK) executive gets 5,703 performance-based shares

Rhea-AI Filing Summary

Merck & Co., Inc. executive Joseph Romanelli received 5,703 shares of common stock as a performance-based award. The shares were credited on January 26, 2026 at a value of $107.40 per share, increasing his directly held stake to 28,739.343 shares.

The award represents net after-tax shares distributed upon meeting performance criteria for performance share units granted on March 31, 2023. These performance shares paid out at 94% of the target award and include dividend equivalents accrued over the three-year performance period ending December 31, 2025. His holdings also include shares accumulated 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^*

Romanelli Joseph

(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)
	President, Human Health Int?l

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		5,703(1)	A	$107.4	28,739.343(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, attorney-in-fact for Joseph Romanelli	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.
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.

FAQ

What insider transaction did Merck (MRK) report for Joseph Romanelli?

Merck reported that executive Joseph Romanelli received 5,703 shares of common stock as a performance-based award. The shares were credited on January 26, 2026, following satisfaction of performance criteria tied to earlier performance share units.

How many Merck (MRK) shares does Joseph Romanelli hold after this award?

After the transaction, Joseph Romanelli beneficially owns 28,739.343 Merck common shares directly. This total includes the newly delivered 5,703 performance-based shares plus prior holdings, including shares accumulated through dividend reinvestment transactions over time.

What performance period was used for Joseph Romanelli’s Merck (MRK) share award?

The award relates to performance share units granted on March 31, 2023, measured over a three-year performance period ending December 31, 2025. Shares delivered include both performance-based payout and dividends accrued during that full performance window.

At what price was Joseph Romanelli’s Merck (MRK) stock award reported?

The 5,703 Merck common shares were reported at a value of $107.40 per share. This figure reflects the price used for the transaction disclosure and helps quantify the scale of the executive’s performance-based stock distribution.

How did performance versus target affect Joseph Romanelli’s Merck (MRK) award?

Performance shares for Joseph Romanelli were paid out at 94 percent of target awards. This means the company’s performance against pre-set goals resulted in slightly less than a full target share payout under the long-term incentive plan.

Do Joseph Romanelli’s Merck (MRK) holdings include dividend-related shares?

Yes. The disclosed holdings include shares from dividend reinvestment transactions and dividends accrued on performance share units. These dividend-related additions increase his total ownership beyond the core performance-based stock payout reported in the transaction.