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Merck (NYSE: MRK) CEO vests 13,300 RSUs as 6,551 shares withheld for tax

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

Rhea-AI Filing Summary

Merck & Co., Inc. Chairman, CEO & President Robert M. Davis reported routine equity compensation activity. On 4/29/2026, he exercised 13,300 restricted stock units into common shares at a reported value of $110.03 per share, while 6,551 shares were withheld to cover tax obligations. Following these transactions, he directly held about 450,350.757 shares of Merck common stock and 26,601 restricted stock units. The remaining restricted stock units vest and are distributed in equal installments on 4/29/2027 and 4/29/2028.

Positive

  • None.

Negative

  • None.
Insider Davis Robert M
Role Chairman, CEO & President
Type Security Shares Price Value
Exercise Restricted Stock Unit 13,300 $0.00 --
Exercise Common Stock 13,300 $110.03 $1.46M
Tax Withholding Common Stock 6,551 $110.03 $721K
Holdings After Transaction: Restricted Stock Unit — 26,601 shares (Direct, null); Common Stock — 456,901.757 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.
RSUs exercised 13,300 shares Restricted stock units converted to Merck common stock on 4/29/2026
Tax-withheld shares 6,551 shares Shares delivered for tax-withholding disposition on 4/29/2026
Reference share value $110.03 per share Reported price per share for the common stock transactions
Common shares held 450,350.757 shares Direct Merck common stock holdings following the tax-withholding transaction
RSUs remaining 26,601 units Restricted stock units outstanding after the reported exercise
RSU vesting dates 4/29/2026, 4/29/2027, 4/29/2028 Three equal installments for vesting and distribution of shares
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 6,551.0000 shares of Common Stock."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for 13,300.0000 Restricted Stock Unit."
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security" for code M."
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description: "Payment of exercise price or tax liability by delivering securities" for code F."
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*
Davis Robert M
(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
XOfficer (give title below)Other (specify below)
Chairman, CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		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 Stock04/29/2026M13,300A$110.03456,901.757D
Common Stock04/29/2026F6,551D$110.03450,350.757D
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
Restricted Stock Unit(1)04/29/2026M13,30004/29/2026(2)04/29/2028Common Stock13,300$026,601D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.
2. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Robert M. Davis05/01/2026
** 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 does the latest Merck (MRK) Form 4 filing report for CEO Robert M. Davis?

The filing shows Robert M. Davis completed routine equity compensation events, exercising 13,300 restricted stock units into Merck common stock and having 6,551 shares withheld to cover taxes. These actions did not involve any open-market purchases or sales of Merck shares.

How many Merck (MRK) shares did the CEO acquire and how many were withheld for taxes?

Robert M. Davis acquired 13,300 Merck common shares through the exercise of restricted stock units at a reported value of $110.03 per share. Of these, 6,551 shares were disposed of as a tax-withholding transaction, leaving the remainder added to his directly held share position.

What are Robert M. Davis’s Merck (MRK) share and restricted stock unit holdings after this Form 4?

After the reported transactions, Robert M. Davis directly held approximately 450,350.757 Merck common shares. He also held 26,601 restricted stock units, which represent contingent rights to receive one share of Merck common stock for each unit, subject to their vesting schedule.

How do the Merck (MRK) restricted stock units for the CEO vest over time?

The restricted stock units referenced in the filing vest and are distributed as Merck common stock in three equal installments. The installments occur on 4/29/2026, 4/29/2027, and 4/29/2028, aligning the CEO’s compensation with multi‑year performance and continued service at the company.

Did the Merck (MRK) CEO sell any shares on the open market in this Form 4?

No open‑market sale is reported. The only disposition was 6,551 common shares withheld to satisfy tax obligations related to the restricted stock unit exercise. This tax-withholding disposition is a mechanistic step and differs from a discretionary open‑market sale of Merck shares.

What do the Form 4 transaction codes M and F mean in the Merck (MRK) CEO filing?

Code M in the filing indicates the exercise or conversion of a derivative security, here restricted stock units converting into Merck common stock. Code F denotes a tax-withholding disposition, where shares are delivered back to the issuer to cover associated tax liabilities on the equity award.