Merck (MRK) EVP Dean Li gets 20,469-share performance award vesting

Rhea-AI Filing Summary

Merck & Co., Inc. Executive VP & President, MRL Dean Y. Li reported an acquisition of 20,469 shares of Merck common stock on January 26, 2026. The shares were distributed after performance criteria were met for performance share units granted on March 31, 2023, with performance paid out at 94 percent of the target award and including dividends accrued over a three-year period ending December 31, 2025.

Following this distribution, Li beneficially owned 102,270.05 Merck shares in direct form, which also include shares acquired through dividend reinvestment transactions.

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^*

Li Dean Y

(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)
	Executive VP & President, MRL

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		20,469(1)	A	$107.4	102,270.05(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 as Attorney-in-Fact for Dean Y. Li	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 Dean Y. Li on January 26, 2026?

Merck reported that Executive VP & President, MRL Dean Y. Li acquired 20,469 shares of common stock. These shares were distributed upon satisfying performance criteria for performance share units originally granted on March 31, 2023, rather than through an open market purchase.

How were the 20,469 Merck (MRK) shares awarded to Dean Y. Li calculated?

The 20,469 Merck shares reflect net after-tax shares distributed when performance share units vested. The filing notes performance shares were paid out at 94 percent of target awards and include dividends accrued over the three-year performance period ending December 31, 2025.

What is Dean Y. Li’s total Merck (MRK) share ownership after this Form 4 transaction?

After the reported transaction, Dean Y. Li beneficially owned 102,270.05 shares of Merck common stock. The filing states these holdings are directly owned and include shares acquired through dividend reinvestment transactions, along with the new performance share distribution.

Was Dean Y. Li’s Merck (MRK) share transaction a purchase or a performance award vesting?

The transaction reflects a performance award vesting, not an open market purchase. Shares were distributed upon satisfaction of performance criteria tied to performance share units granted on March 31, 2023, with a 94 percent payout of the target award level.

What role does Dean Y. Li hold at Merck (MRK) in this insider filing?

Dean Y. Li is identified as Executive VP & President, MRL. The filing classifies him as an officer of Merck & Co., Inc., and the reported Form 4 transaction covers his directly owned holdings following vesting of performance share units.

Do Dean Y. Li’s Merck (MRK) holdings include dividend reinvestment shares?

Yes. A footnote specifies that Dean Y. Li’s total holdings include shares acquired in dividend reinvestment transactions. This means some of the 102,270.05 directly owned Merck shares resulted from automatically reinvested dividends over time.