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

Rhea-AI Filing Summary

Fortress Biotech, Inc. (Nasdaq: FBIO, preferred: FBIOP) filed a Form 8-K disclosing the voting results of its 17 June 2025 virtual annual meeting of stockholders.

• Director elections: All seven incumbent directors were re-elected with support levels ranging from 93.8% to 98.3% of votes cast, confirming board continuity.
• Auditor ratification: KPMG LLP was re-appointed with 20.4 million votes FOR (98.5%), 0.3 million AGAINST, and 15 k abstentions; brokers were permitted to vote, explaining the larger vote total.
• Say-on-Pay: Executive compensation received 9.39 million FOR (94.7%) versus 0.31 million AGAINST and 0.11 million abstentions; 10.92 million broker non-votes were recorded.
• Say-on-Pay frequency: Stockholders favored a three-year vote cycle (7.42 million votes) over one-year (2.05 million) or two-year (0.18 million) options. The board adopted the triennial schedule until the next required vote in 2031.
• Charter amendment (officer exculpation): Approved with 7.96 million FOR (80%), 1.72 million AGAINST, and 0.12 million abstentions; 10.92 million broker non-votes.

No financial performance data, capital raises, or strategic transactions were reported. The filing is primarily a routine governance update with limited immediate impact on valuation, although the adoption of officer exculpation and a triennial Say-on-Pay cycle slightly reduces direct shareholder oversight.

Positive

• All directors re-elected, ensuring leadership continuity.
• Auditor KPMG re-ratified with 98.5% support, suggesting confidence in financial reporting integrity.

Negative

• Triennial Say-on-Pay cycle reduces frequency of compensation oversight.
• Officer exculpation amendment moderately lowers potential accountability, receiving 20% opposition.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting matters passed; governance tweaks mildly reduce shareholder oversight but do not alter fundamentals.

The overwhelming support for all seven directors and auditor KPMG signals continued shareholder confidence in current leadership and accounting practices. Say-on-Pay garnered nearly 95% approval, indicating limited concern over executive compensation. The substantive change is governance-related: shareholders endorsed a Second Amended & Restated Certificate permitting officer exculpation under Delaware law, and opted for a triennial Say-on-Pay schedule. Both measures modestly insulate management from frequent scrutiny, a slight negative from an activist’s perspective, yet the 80% support suggests investors are comfortable with the trade-off. No balance-sheet or operational information was provided, so the market impact should be neutral unless future controversies arise that test the new exculpation provisions.

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^*

Coe Mary Ellen

(Last) (First) (Middle)

ALPHABET INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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								10	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
Phantom Stock	(1)	06/30/2025		A		378.9793		(2)	(2)	Common Stock	378.9793	$79.16	28,051.7533(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 Mary Ellen Coe	07/02/2025
	** 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.

FAQ

What were the results of Fortress Biotech's 2025 director elections?

All seven nominees received between 93.8% and 98.3% of votes cast and were re-elected for terms ending at the 2026 meeting.

Did shareholders approve Fortress Biotech's executive compensation in 2025?

Yes. 9.39 million votes (94.7%) supported the Say-on-Pay proposal, with 0.31 million against.

How often will Fortress Biotech (FBIO) hold Say-on-Pay votes going forward?

Based on the 2025 vote, the board adopted a three-year frequency until the next frequency vote in 2031.

Was the charter amendment for officer exculpation approved?

Yes. It passed with 7.96 million votes for (80%), 1.72 million against, and 0.12 million abstentions.

What level of support did KPMG receive as Fortress Biotech's auditor?

KPMG was ratified with 20.4 million votes (98.5%) in favor, 0.31 million against, and 15 k abstentions.