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  4. [Form 4] Merck & Co., Inc. Insider Trading Activity

Merck (NYSE: MRK) director awarded 1,853 phantom stock units in cash plan

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

Rhea-AI Filing Summary

RUSSO PATRICIA F reported acquisition or exercise transactions in this Form 4 filing.

Merck & Co., Inc. director Patricia F. Russo received 1,853.0997 phantom stock units as a grant of deferred compensation tied to Merck common stock. The phantom stock units are to be settled 100% in cash upon her termination of service under the Plan for Deferred Payment of Directors' Compensation. After this award, she holds 62,390.7517 phantom stock units and 13,148 shares of Merck common stock directly.

Positive

  • None.

Negative

  • None.
Insider RUSSO PATRICIA F
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 — 62,390.752 shares (Direct, null); Common Stock — 13,148 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.
Phantom stock grant 1,853.0997 units Phantom stock units granted on May 29, 2026
Phantom units after grant 62,390.7517 units Total phantom stock units held after transaction
Common shares held 13,148 shares Direct Merck common stock holdings after transaction
Reference price per unit $118.72 per unit Transaction price per phantom stock unit
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
"in accordance with a distribution schedule elected 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."
phantom stock units financial
"Phantom stock units are to be settled 100% in cash upon reporting person's termination of service"
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*
RUSSO PATRICIA F
(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)
05/29/2026		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 Stock13,148D
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)05/29/2026A1,853.0997 (2) (2)Common Stock1,853.0997$118.7262,390.7517(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 Patricia F. Russo06/02/2026
** 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 Patricia F. Russo?

Merck reported that director Patricia F. Russo received a grant of 1,853.0997 phantom stock units. These units are linked to Merck common stock and represent deferred compensation rather than an open-market share purchase or sale.

How many Merck phantom stock units does Patricia F. Russo hold after this Form 4?

After the reported grant, Patricia F. Russo holds 62,390.7517 phantom stock units. This balance reflects her total deferred compensation units outstanding under Merck’s plan, including the newly awarded 1,853.0997 phantom stock units.

How are Merck (MRK) phantom stock units held by Patricia F. Russo settled?

The phantom stock units are to be settled 100% in cash upon Patricia F. Russo’s termination of service. Settlement follows a distribution schedule she elected under the Plan for Deferred Payment of Directors' Compensation, rather than settling in actual Merck shares.

What Merck common stock holdings does Patricia F. Russo report on this Form 4?

The Form 4 shows Patricia F. Russo directly holding 13,148 shares of Merck common stock. A footnote explains that these holdings include shares acquired through dividend reinvestment transactions, in addition to any previously held shares.

At what reference price were the new Merck phantom stock units recorded?

The 1,853.0997 phantom stock units were recorded at a reference price of $118.72 per unit. This price reflects the value used for the compensation award and is tied to Merck’s common stock for plan accounting purposes.

Do Patricia F. Russo’s Merck holdings include dividend reinvestment shares?

Yes. A footnote states that Patricia F. Russo’s Merck common stock holdings include shares acquired in dividend reinvestment transactions. This means some of her reported 13,148 common shares came from automatic dividend reinvestment.