Merck (NYSE: MRK) CFO receives 15,852-share performance-based award

Rhea-AI Filing Summary

Merck & Co., Inc.’s EVP and CFO Caroline Litchfield reported receiving 15,852 shares of common stock on January 26, 2026. The shares were distributed after performance criteria were met for performance share units granted on March 31, 2023.

The performance shares were paid out at 94 percent of target awards and include dividends that accrued over the three-year performance period ending December 31, 2025. Following this award, Litchfield beneficially owns 90,192.194 shares of Merck common stock directly.

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^*

Litchfield Caroline

(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)
	EVP & CFO

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		15,852(1)	A	$107.4	90,192.194	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 Caroline Litchfield	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Merck (MRK) report for CFO Caroline Litchfield?

Merck reported that EVP and CFO Caroline Litchfield received 15,852 shares of common stock. The shares were issued upon satisfaction of performance criteria tied to performance share units granted on March 31, 2023, and are recorded as a direct beneficial holding.

When did the reported Merck (MRK) insider stock award occur?

The stock award to Merck EVP and CFO Caroline Litchfield occurred on January 26, 2026. This date reflects when performance criteria for previously granted performance share units were satisfied and the net after-tax shares of common stock were distributed to her.

How many Merck (MRK) shares does CFO Caroline Litchfield own after this transaction?

After this transaction, Caroline Litchfield beneficially owns 90,192.194 shares of Merck common stock. This figure reflects her direct ownership following the distribution of 15,852 net after-tax shares related to performance share units granted in March 2023.

What performance level was achieved for Merck (MRK) performance share units in this Form 4?

The performance share units were paid out at 94 percent of target awards. This payout level was achieved after performance criteria were assessed for the grant dated March 31, 2023, and includes associated dividends accrued over the three-year performance period.

What period did the Merck (MRK) performance shares’ dividends cover for this award?

The dividends included in this award accrued over a three-year performance period ending December 31, 2025. These accrued dividends were added to the performance share unit payout that resulted in a net distribution of 15,852 shares to Caroline Litchfield.

What type of transaction code appears in this Merck (MRK) Form 4 filing?

The Form 4 lists transaction code “A,” indicating an acquisition of securities. In this case, 15,852 shares of Merck common stock were acquired by Caroline Litchfield as a result of performance share units vesting and being settled in stock.