Was the Merck (MRK) CFO’s share disposition an open-market sale?

No. The 1,938-share disposition was coded as a tax-withholding transaction. This indicates shares were surrendered to satisfy tax liabilities associated with the equity award, rather than being sold through an open-market trade on an exchange.

Merck (MRK) CFO Caroline Litchfield exercises RSUs, withholds shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Merck & Co., Inc. Executive Vice President and CFO Caroline Litchfield reported routine equity compensation activity. She exercised 3,935 restricted stock units, converting them into the same number of common shares at a stated value of $110.03 per share. To cover tax obligations, 1,938 common shares were disposed of in a tax-withholding transaction, rather than an open-market sale. After these transactions, she directly holds about 94,238.657 common shares and 7,870 restricted stock units that continue to vest over time. Footnotes indicate her holdings also include shares acquired through dividend reinvestment.

Insider Trade Summary

3,935 shares exercised/converted

Mixed 3 txns

Insider Litchfield Caroline

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,935	$0.00	--
Exercise	Common Stock	3,935	$110.03	$433K
Tax Withholding	Common Stock	1,938	$110.03	$213K

Holdings After Transaction: Restricted Stock Unit — 7,870 shares (Direct, null); Common Stock — 94,238.657 shares (Direct, null)

Footnotes (1)

Holdings include shares acquired in dividend reinvestment transactions. 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.

Key Figures

RSUs exercised: 3,935 units/shares Tax-withholding shares: 1,938 shares Reference share value: $110.03 per share +3 more

6 metrics

RSUs exercised 3,935 units/shares Restricted stock units converted to common stock on 04/29/2026

Tax-withholding shares 1,938 shares Shares delivered to cover tax liability at $110.03 per share

Reference share value $110.03 per share Price used in both the RSU exercise and tax-withholding disposition

Common shares held after 94,238.657 shares Direct Merck common stock holdings following reported transactions

RSUs remaining 7,870 units Restricted stock units outstanding after exercising 3,935 units

Vesting schedule 3 installments RSUs vest on 4/29/2026, 4/29/2027, and 4/29/2028

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security, dividend reinvestment transactions, +1 more

5 terms

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

"Payment of exercise price or tax liability by delivering securities."

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 security financial

"Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

dividend reinvestment transactions financial

"Holdings include shares acquired in dividend reinvestment transactions."

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock."

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 05:39 PM

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

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^*

Litchfield Caroline

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		M		3,935	A	$110.03	94,238.657⁽¹⁾	D
Common Stock	04/29/2026		F		1,938	D	$110.03	92,300.657	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	04/29/2026		M			3,935	04/29/2026⁽³⁾	04/29/2028	Common Stock	3,935	$0	7,870	D

Explanation of Responses:

1. Holdings include shares acquired in dividend reinvestment transactions.

2. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.

3. 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 Caroline Litchfield	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Merck (MRK) CFO Caroline Litchfield report in this Form 4?

Caroline Litchfield reported exercising 3,935 restricted stock units into Merck common shares and a related tax-withholding share disposition. These are routine equity compensation events, not open-market stock purchases or sales, and reflect normal vesting and tax treatment of executive share awards.

How many Merck (MRK) shares did the CFO acquire and dispose of?

She acquired 3,935 Merck common shares through the exercise of restricted stock units and disposed of 1,938 shares to cover tax obligations. The disposal was reported as a tax-withholding transaction, meaning shares were delivered for taxes rather than sold in the open market.

What are Caroline Litchfield’s Merck (MRK) holdings after these transactions?

Following the reported transactions, Caroline Litchfield directly holds about 94,238.657 Merck common shares. She also has 7,870 restricted stock units outstanding, which represent additional potential shares that will be delivered if vesting conditions are satisfied over the stated schedule.

How do the restricted stock units for Merck (MRK) CFO vest?

The restricted stock units vest and are distributed as Merck common shares in three equal installments on 4/29/2026, 4/29/2027, and 4/29/2028. Each unit represents a contingent right to receive one share of common stock once vesting conditions are met.

Do Merck (MRK) CFO holdings include dividend reinvestment shares?

Yes. A footnote states that her holdings include shares acquired in dividend reinvestment transactions. This means some of her position comes from dividends automatically reinvested into additional Merck common shares, increasing ownership over time.