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Merck (NYSE: MRK) director granted phantom stock in deferred pay plan

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

Rhea-AI Filing Summary

Karsanbhai Surendralal Lanca reported acquisition or exercise transactions in this Form 4 filing.

Merck & Co., Inc. director Karsanbhai Surendralal Lanca reported a routine compensation grant of phantom stock units and updated share holdings. The filing shows an award of 126.4591 phantom stock units tied on a 1‑for‑1 basis to Merck common stock. These phantom units are to be settled entirely in cash after the director’s termination of service, under the company’s Plan for Deferred Payment of Directors' Compensation.

Following this grant, Lanca holds 5,518.8018 phantom stock units and 1 share of Merck common stock directly. The transactions do not involve any open‑market buying or selling of Merck shares and reflect non‑cash, deferred director compensation.

Positive

  • None.

Negative

  • None.
Insider Karsanbhai Surendralal Lanca
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 126.459 $128.50 $16K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 5,518.802 shares (Direct, null); Common Stock — 1 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.
Phantom stock units granted 126.4591 units Director compensation grant on 2026-06-30
Phantom units after grant 5,518.8018 units Total phantom stock units held after 2026-06-30
Common shares held 1 share Direct Merck common stock holding after 2026-06-30
Phantom grant reference price $128.5000 per unit Price reference for phantom stock grant
Conversion ratio 1-for-1 Phantom stock units track Merck common stock value
Phantom Stock financial
"security_title: "Phantom Stock" and described as cash-settled units"
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.
Grant, award, or other acquisition financial
"transaction_code_description: "Grant, award, or other acquisition""
Plan for Deferred Payment of Directors' Compensation financial
"terms of the Plan for Deferred Payment of Directors' Compensation"
phantom stock units financial
"Phantom stock units are to be settled 100% in cash"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
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Form 4 Insider Transactions: What Each Field Means →
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*
Karsanbhai Surendralal Lanca
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		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 Stock1D
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
Phantom Stock(1)06/30/2026A126.4591 (2) (2)Common Stock126.4591$128.55,518.8018D
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.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Surendralal L. Karsanbhai07/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Merck (MRK) report for director Karsanbhai Lanca?

Merck reported that director Karsanbhai Surendralal Lanca received a grant of 126.4591 phantom stock units. These units are part of a deferred compensation plan and will be settled in cash after his service ends, rather than through open‑market stock purchases or sales.

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

After the reported grant, director Karsanbhai Surendralal Lanca holds 5,518.8018 phantom stock units. These units track Merck’s common stock value on a 1‑for‑1 basis and are payable in cash upon his termination of service under the deferred compensation plan.

Does 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 as deferred compensation and indicates the director directly owns 1 share of Merck common stock after the reported transactions.

How are Merck (MRK) phantom stock units for directors settled under this plan?

The phantom stock units for Merck directors are settled 100% in cash after the director’s termination of service. Settlement follows a distribution schedule elected under the company’s Plan for Deferred Payment of Directors’ Compensation and is based on a 1‑for‑1 value relationship with Merck common stock.

What is the significance of the 1‑for‑1 reference in Merck (MRK) phantom stock grants?

The 1‑for‑1 reference means each phantom stock unit tracks the value of one Merck common share. Although they mirror share value, these units are cash‑settled under the deferred compensation plan and do not represent actual shares with voting rights during the director’s service.