Merck (MRK) Form 4 shows 357.44 phantom units; 10-share sale by director

Rhea-AI Filing Summary

Mary Ellen Coe, identified as a director of Merck & Co. (MRK), reported transactions dated 09/30/2025. The filing shows a disposition of 10 shares of Merck common stock and the acquisition of 357.4407 phantom stock units, each unit representing one share. The phantom units are tied to 357.4407 shares with a reference price of $83.93. The report lists total beneficial ownership following the transactions as 28,684.663 shares. The phantom units are to be settled 100% in cash upon the reporting person's termination of service under the plan's distribution schedule. The filing also notes holdings include shares from dividend reinvestment.

Insights

Financial Analyst

TL;DR: Small open-market disposition and grant of phantom units; reported beneficial ownership remains sizable but no material change to control.

The Form 4 records a minor disposal of 10 common shares alongside the grant/acquisition of 357.4407 phantom stock units that mirror 357.4407 common shares at a referenced price of $83.93. Phantom units are contractual and are to be paid in cash at termination, so they do not immediately change voting or dividend rights. The aggregate beneficial ownership reported after these items is 28,684.663 shares, which captures direct holdings plus reinvested dividends. From an investor-impacted metrics perspective, these entries are routine director compensation and small open-market activity rather than a material shift in ownership.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard director compensation practices; phantom units indicate deferred, cash-settled pay.

The filing documents director-level compensation in the form of phantom stock units with a 1-for-1 relationship to common shares and explicit cash settlement upon termination, consistent with deferred director pay plans. The disclosure clarifies the settlement mechanism and notes dividend reinvestment in existing holdings. There is no indication of changes to board composition or control, and the small sale quantity (10 shares) is immaterial to governance structure. Recordkeeping and disclosure appear complete for the reported items.

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).

1. Name and Address of Reporting Person^*

Coe Mary Ellen

(Last) (First) (Middle)

ALPHABET INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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								10	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)	09/30/2025		A		357.4407		(2)	(2)	Common Stock	357.4407	$83.93	28,684.663(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 Mary Ellen Coe	10/02/2025
	** 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 transactions did Mary Ellen Coe report on the Form 4 for MRK?

The Form 4 shows a disposition of 10 shares of Merck common stock and the acquisition of 357.4407 phantom stock units on 09/30/2025.

How many shares does Mary Ellen Coe beneficially own after the reported transactions?

The filing reports total beneficial ownership of 28,684.663 shares following the reported transactions.

What is the settlement method for the phantom stock units reported?

The phantom stock units are to be settled 100% in cash upon the reporting person's termination of service, per the plan's distribution schedule.

What price is referenced for the phantom stock units?

The filing references a price of $83.93 for the underlying common stock amount associated with the phantom units.

Do the phantom stock units convert to voting shares immediately?

No. The phantom units are cash-settled upon termination and do not indicate immediate conversion to voting common shares.