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  4. [Form 4] Merck & Co., Inc. Insider Trading Activity

Merck (MRK) director Kathy Warden receives phantom stock grant, holds 500 shares

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

Rhea-AI Filing Summary

Warden Kathy J reported acquisition or exercise transactions in this Form 4 filing.

Merck & Co., Inc. director Kathy J. Warden reported a compensation-related update rather than an open-market trade. She received a grant of 1,853.0997 phantom stock units tied 1-for-1 to Merck common stock at a reference value of $118.7200 per unit, bringing her phantom stock holdings to 17,890.2917 units. These units will be settled entirely in cash after her service ends, under the Plan for Deferred Payment of Directors' Compensation. Separately, she reported direct ownership of 500 shares of Merck common stock, which includes shares accumulated through dividend reinvestment transactions.

Positive

  • None.

Negative

  • None.
Insider Warden Kathy J
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 1,853.1 $118.72 $220K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 17,890.292 shares (Direct, null); Common Stock — 500 shares (Direct, null)
Footnotes (1)
  1. 1-for-1 Phantom stock units are to be settled 100% in cash upon reporting person's termination of service in accordance with a distribution schedule elected pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation. Holdings include shares acquired in dividend reinvestment transactions.
Phantom stock grant 1,853.0997 units Grant of phantom stock units on 2026-05-29
Phantom stock reference price $118.7200 per unit Reference value for phantom stock grant
Total phantom stock holdings 17,890.2917 units Phantom stock units following the grant
Common stock holdings 500 shares Direct Merck common stock held after reported transactions
Conversion ratio 1-for-1 Each phantom stock unit corresponds to one Merck common share value
Phantom Stock financial
"Phantom stock units are to be settled 100% in cash upon reporting person's termination of service"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
1-for-1 financial
"1-for-1"
Plan for Deferred Payment of Directors' Compensation financial
"pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation"
dividend reinvestment transactions financial
"Holdings include shares acquired in dividend reinvestment transactions."
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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*
Warden Kathy J
(Last)(First)(Middle)
NORTHROP GRUMMAN CORP
2980 FAIRVIEW PARK DRIVE
(Street)
FALLS CHURCH VIRGINIA 22042
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		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 Stock500D
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
Phantom Stock(1)05/29/2026A1,853.0997 (2) (2)Common Stock1,853.0997$118.7217,890.2917(3)D
Explanation of Responses:
1. 1-for-1
2. Phantom stock units are to be settled 100% in cash upon reporting person's termination of service in accordance with a distribution schedule elected pursuant to the terms of the Plan for Deferred Payment of Directors' Compensation.
3. Holdings include shares acquired in dividend reinvestment transactions.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Kathy J. Warden06/02/2026
** 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 did Merck (MRK) director Kathy J. Warden report in this Form 4?

Kathy J. Warden reported a grant of phantom stock units, not an open-market trade. She received 1,853.0997 phantom stock units tied to Merck common stock as director compensation, plus reported holding 500 common shares including those from dividend reinvestment transactions.

How many phantom stock units does Kathy J. Warden now hold in Merck (MRK)?

After the latest grant, Kathy J. Warden holds 17,890.2917 phantom stock units. These units track Merck’s common stock value 1-for-1 and are settled fully in cash after her service ends, under the Plan for Deferred Payment of Directors' Compensation.

Is the Merck (MRK) Form 4 for Kathy J. Warden a stock purchase or sale?

The Form 4 does not show a stock purchase or sale in the market. It reports a compensation-related acquisition of phantom stock units and an updated common stock holding, including shares obtained through dividend reinvestment, rather than a discretionary buy or sell transaction.

How are Kathy J. Warden’s Merck (MRK) phantom stock units settled?

Her phantom stock units are settled 100% in cash after her termination of service. The cash payout timing follows a distribution schedule she elected under Merck’s Plan for Deferred Payment of Directors' Compensation, rather than being settled in actual Merck common shares.

What common stock holdings did Kathy J. Warden report for Merck (MRK)?

She reported direct ownership of 500 shares of Merck common stock. The footnotes clarify this total includes shares that were acquired through dividend reinvestment transactions, reflecting automatic reinvestment of dividends into additional Merck shares over time.