Merck (NYSE: MRK) EVP receives 13,880 shares from performance award

Rhea-AI Filing Summary

Merck & Co., Inc. executive Sanat Chattopadhyay acquired 13,880 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, which paid out at 94 percent of target and included dividends accrued over a three-year period ending December 31, 2025.

Following this transaction, he directly holds 13,880 Merck shares and indirectly holds additional shares through three Grantor Retained Annuity Trusts with 74,289, 57,622, and 53,417 shares respectively, over which he maintains complete investment control as sole trustee.

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^*

Chattopadhyay Sanat

(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)
	Exe V-P & Pres. MMD

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		13,880(1)	A	$107.4	13,880	D
Common Stock								74,289	I	By GRAT April 2025(2)
Common Stock								57,622	I	By GRAT August 2025(3)
Common Stock								53,417	I	By GRAT February 2025(4)

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. The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay April 2025 Grantor Retained Annuity Trust.

3. The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay August 2025 Grantor Retained Annuity Trust.

4. The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay February 2025 Grantor Retained Annuity Trust.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Sanat Chattopadhyay	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) executive Sanat Chattopadhyay report on this Form 4?

Sanat Chattopadhyay reported acquiring 13,880 Merck common shares. These were distributed upon satisfaction of performance criteria for performance share units granted on March 31, 2023, reflecting a 94 percent of target payout plus accrued dividends over a three-year period.

What triggered the 13,880-share award to the Merck (MRK) executive?

The 13,880-share award was triggered when performance criteria were satisfied for performance share units granted on March 31, 2023. The grant vested based on a 94 percent of target payout and included dividends accrued during the performance period ending December 31, 2025.

At what price were the 13,880 Merck (MRK) shares recorded on the Form 4?

The 13,880 acquired Merck common shares were recorded at a price of $107.4 per share. This reflects the value assigned to the shares distributed upon vesting of the performance share units, rather than an open-market purchase transaction.

How many Merck (MRK) shares does the executive hold directly after this transaction?

After the transaction, Sanat Chattopadhyay directly holds 13,880 shares of Merck common stock. These shares result from the net after-tax distribution tied to performance share units that vested based on company performance over a specified three-year period.

What indirect Merck (MRK) holdings are reported for the executive on this Form 4?

The Form 4 shows indirect holdings of 74,289, 57,622, and 53,417 Merck shares in April 2025, August 2025, and February 2025 Grantor Retained Annuity Trusts. He serves as sole trustee for each trust and maintains complete investment control over their holdings.

What role does Sanat Chattopadhyay hold at Merck (MRK) in this filing?

Sanat Chattopadhyay is identified as an officer of Merck, serving as Executive Vice President and President, Merck Manufacturing Division (MMD). His role is disclosed alongside the reported acquisition of common stock and his direct and indirect beneficial ownership positions.