MRK Insider Filing: Thomas Glocer Sells Shares and Gains Cash‑Settled Phantom Units

Rhea-AI Filing Summary

Thomas H. Glocer, a director of Merck & Co., Inc. (MRK), reported transactions dated 09/30/2025. The filing shows a disposition of 5,100 shares of Merck common stock in the non-derivative section. In the derivative section, Mr. Glocer acquired 580.8412 phantom stock units on the same date; those units are to be settled 100% in cash upon his termination of service under the referenced deferred compensation plan. The phantom units represent 580.8412 underlying common shares with an indicated price of $83.93, and the report lists 105,645.8965 shares beneficially owned following the transactions. The form is signed by an attorney-in-fact for Mr. Glocer on 10/02/2025. The filing notes that holdings include shares acquired through dividend reinvestment.

Positive

• Disclosure completeness: Filing specifies settlement terms for phantom stock units (100% cash settlement) and reports post-transaction holdings.
• Beneficial ownership disclosed: The report provides a precise post-transaction beneficial ownership figure (105,645.8965 shares) and notes dividend reinvestment inclusion.

Negative

• Sale price not disclosed for non-derivative disposition: The Form 4 non-derivative section lists a disposition of 5,100 shares but does not state a sale price for those shares in the provided text.
• Limited context: The filing does not explain the reason for the disposition or provide timing details beyond the transaction date.

Insights

Securities Analyst

TL;DR: Routine director transaction with cash-settled phantom units; net holdings remain substantial and no explicit insider signal.

The report documents a director-level sale of 5,100 common shares and the acquisition of 580.8412 phantom stock units that will be settled in cash upon termination. The filing explicitly states the settlement terms for phantom units and that total beneficial ownership after the reported activity is 105,645.8965 shares, including dividend reinvestment. These are standard director compensation and liquidation mechanics rather than equity grants that immediately increase share count. No transaction prices are given for the 5,100-share disposition within the non-derivative section and the filing does not provide context such as planned diversification or personal circumstances.

Corporate Governance Expert

TL;DR: Compensation-related phantom units and a reported stock disposition; disclosure aligns with Section 16 requirements.

The form details a compensation-related derivative (phantom stock) acquired under a deferred directors' compensation plan and a simultaneous non-derivative disposition. The disclosure clarifies that phantom units are cash-settled and references a distribution schedule elected under the Plan for Deferred Payment of Directors' Compensation. Signature by an attorney-in-fact is provided and the filing notes dividend reinvestment activity included in holdings. From a governance perspective, the report appears complete for Section 16 purposes based on the information presented.

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).

1. Name and Address of Reporting Person^*

GLOCER THOMAS H

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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								5,100	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)	09/30/2025		A		580.8412		(2)	(2)	Common Stock	580.8412	$83.93	105,645.8965(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 Thomas H. Glocer	10/02/2025
	** 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.
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FAQ

What did Thomas H. Glocer report on Form 4 for MRK?

The filing reports a disposition of 5,100 common shares and the acquisition of 580.8412 phantom stock units on 09/30/2025.

How will the phantom stock units held by the director be settled?

The phantom stock units are to be settled 100% in cash upon the reporting person’s termination of service, per the Plan for Deferred Payment of Directors' Compensation.

What is the indicated value or price associated with the phantom units?

The filing shows $83.93 alongside the underlying common stock amount for the phantom units; the derivative section lists 580.8412 underlying shares.

What are the director’s total reported holdings after the transactions?

The report lists 105,645.8965 shares beneficially owned following the reported transactions, noting this includes shares from dividend reinvestment.

Who signed the Form 4 filing for Thomas H. Glocer?

The Form 4 is signed by Kelly E. W. Grez as Attorney-in-Fact for Thomas H. Glocer with a signature date of 10/02/2025.