Merck (MRK) SVP Dalton Smart gains 1,066 shares from performance share vesting

Rhea-AI Filing Summary

Merck & Co., Inc. senior vice president of finance and global controller Dalton E. Smart III reported the acquisition of 1,066 shares of common stock on January 26, 2026. The shares were issued upon satisfaction of performance criteria for performance share units granted on March 31, 2023, which paid out at 94 percent of target and included dividends accrued over the three-year performance period ending December 31, 2025. Following this distribution, Smart beneficially owns 10,604.816 Merck common shares in direct ownership, including shares previously acquired through dividend reinvestment.

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^*

Smart Dalton E. III

(Last) (First) (Middle)

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)
	SVP Fin. - Global Controller

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		1,066(1)	A	$107.4	10,604.816(2)	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

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. Holdings include shares acquired in dividend reinvestment transactions.

	/s/ Kelly E. W. Grez, attorney-in-fact for Dalton E. Smart, III	01/28/2026
	** 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).
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FAQ

What insider transaction did Merck (MRK) report for Dalton E. Smart III?

Dalton E. Smart III reported acquiring 1,066 Merck common shares. The shares were distributed upon vesting of performance share units granted on March 31, 2023, after meeting performance criteria and including accrued dividends over a three-year period.

On what date did Dalton E. Smart III acquire new Merck (MRK) shares?

Dalton E. Smart III acquired the Merck shares on January 26, 2026. The transaction reflects the settlement of performance share units following a three-year performance period that ended December 31, 2025, rather than an open-market purchase.

How many Merck (MRK) shares does Dalton E. Smart III own after this Form 4?

After the transaction, Dalton E. Smart III beneficially owns 10,604.816 Merck common shares. This total includes the 1,066 shares just distributed plus shares previously accumulated, including those acquired through dividend reinvestment transactions over time.

What was the nature of the 1,066 Merck (MRK) shares reported in this filing?

The 1,066 shares were a net after-tax distribution from performance share units. These units, granted March 31, 2023, vested based on performance criteria and paid out at 94 percent of target, including dividends accrued during the three-year performance period.

Was the reported Merck (MRK) insider transaction a purchase on the open market?

No, it was not an open-market purchase. The 1,066 Merck shares were issued as a distribution of net after-tax shares upon satisfaction of performance goals tied to previously granted performance share units, rather than being bought in the market.

What executive role does Dalton E. Smart III hold at Merck (MRK)?

Dalton E. Smart III serves as senior vice president finance and global controller at Merck. His Form 4 filing reflects equity compensation in the form of vested performance share units that converted into common stock after performance criteria were met.