MRK Insider Filing: Director Sells 100 Shares, Receives Phantom Stock Units

Rhea-AI Filing Summary

Christine E. Seidman, a director of Merck & Co., Inc. (MRK), reported transactions dated 09/30/2025. The filing shows a disposition of 100 common shares and the acquisition of 96.8069 phantom stock units that correspond to 96.8069 underlying common shares at a reported price of $83.93 per share. After the reported transactions, the reporting person beneficially owned 18,775.7818 shares. The filing explains 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, and that holdings include shares acquired via dividend reinvestment. The form was signed by an attorney-in-fact on 10/02/2025.

Positive

• Timely disclosure of insider transactions for a company director
• Clarity on settlement terms for phantom stock (100% cash settlement upon termination)
• Detailed beneficial ownership reported (18,775.7818 shares) including dividend reinvestment

Negative

• Disposition of 100 shares by the director (reduces direct shareholding)
• Phantom units are cash-settled, so they do not increase voting shares or immediately align with shareholder interests

Insights

Financial Analyst

TL;DR: Director reported a small open-market sale and receipt of phantom units; ownership remains material at 18,775.7818 shares.

The Form 4 shows a modest disposition of 100 common shares alongside the grant/acquisition of 96.8069 phantom units tied to the company’s deferred directors’ compensation plan. The phantom units are cash-settled on termination rather than converting to stock, so they do not immediately dilute or change voting power. The reported beneficial ownership total of 18,775.7818 shares provides continuity in insider stake disclosure. This appears to be routine director compensation and portfolio management rather than a material shift in insider ownership.

Corporate Governance Expert

TL;DR: Disclosure is timely and describes compensation-related phantom units with cash settlement; no governance red flags shown.

The filing documents compliance with Section 16 reporting: a 100-share disposition and acquisition of phantom stock units under the directors’ deferred compensation plan. The explanatory note clarifies settlement terms and dividend reinvestment holdings, which is useful for assessing economic exposure versus voting control. There is no indication of unusual transactions or accelerated equity-based compensation events that would materially alter governance circumstances.

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^*

Seidman Christine E

(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								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		96.8069		(2)	(2)	Common Stock	96.8069	$83.93	18,775.7818(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 Christine E. Seidman	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.
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 transactions did Christine E. Seidman report on Form 4 for MRK?

The filing reports a disposition of 100 common shares and the acquisition of 96.8069 phantom stock units dated 09/30/2025.

How many MRK shares does the reporting person beneficially own after the transactions?

The reporting person beneficially owned 18,775.7818 shares following the reported transactions.

What is the reported price associated with the phantom stock units?

The filing lists a price of $83.93 per share in association with the underlying common stock for the phantom units.

How are the phantom stock units settled under the plan?

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

Who signed the Form 4 and when was it signed?

The form was signed by Kelly E. W. Grez as Attorney-in-Fact for Christine E. Seidman on 10/02/2025.