Merck (MRK) CEO Davis receives 47,434 shares from 94% PSU payout

Rhea-AI Filing Summary

Merck & Co., Inc. Chairman, CEO & President Robert M. Davis reported an acquisition of common stock tied to a performance award. On January 26, 2026, he received 47,434 shares of common stock at a stated price of $107.4 per share, coded as an acquisition. The footnote explains this was a distribution of net after‑tax shares following satisfaction of performance criteria for performance share units granted on March 31, 2023, with performance shares paid out at 94% of target awards, including accrued dividends over a three‑year performance period ending December 31, 2025. After this distribution, Davis directly beneficially owns 491,035.757 common shares.

Insights

Equity Compensation & Governance Analyst

CEO received 47,434 Merck shares from performance-based award vesting.

The transaction shows Robert M. Davis, Merck’s Chairman, CEO & President, acquiring 47,434 common shares on January 26, 2026. It is labeled as an acquisition and tied to previously granted performance share units, not an open-market purchase.

The footnote states the award relates to performance share units granted on March 31, 2023, paid at 94% of target, and includes dividends accrued over a three-year period ending December 31, 2025. This links the share delivery directly to multi-year performance conditions.

After this distribution, Davis directly holds 491,035.757 Merck common shares. This filing documents how earlier performance-based incentives translated into actual share ownership, with the scale and timing defined by the award’s original terms and performance outcomes.

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^*

Davis Robert M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO & President

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		47,434(1)	A	$107.4	491,035.757	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.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Robert M. Davis	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Merck (MRK) CEO Robert M. Davis report in this Form 4 filing?

Robert M. Davis reported acquiring 47,434 Merck common shares on January 26, 2026. The shares resulted from performance share units granted in March 2023, which vested based on performance criteria and accrued dividends over a three-year period ending December 31, 2025.

Was the Merck (MRK) CEO’s 47,434-share acquisition an open-market purchase?

No, the 47,434 shares were not bought on the open market. They were distributed as net after-tax shares upon satisfaction of performance criteria for performance share units granted March 31, 2023, including accrued dividends over a three-year performance period.

At what price is the Merck (MRK) CEO’s Form 4 share acquisition reported?

The Form 4 reports the 47,434 common shares at a stated price of $107.4 per share. This price is used for reporting purposes and reflects the value assigned to the shares upon distribution from the performance share unit award.

How many Merck (MRK) shares does Robert M. Davis own after this transaction?

After this transaction, Robert M. Davis directly beneficially owns 491,035.757 Merck common shares. This total includes the 47,434 shares distributed from performance share units that vested based on three-year performance through December 31, 2025.

What performance conditions triggered the Merck (MRK) CEO’s share distribution?

The distribution followed satisfaction of performance criteria for units granted March 31, 2023. Performance shares were paid out at 94 percent of target awards and included dividends accrued during the three-year performance period ending December 31, 2025, leading to the 47,434-share net distribution.

What does the 94% of target award mean in the Merck (MRK) CEO’s Form 4?

The 94% of target award indicates performance share units vested below full target. The company states performance shares from the March 31, 2023 grant were paid at 94 percent of target, shaping the final share count distributed to Robert M. Davis.