Merck & Co., Inc. — Director's Dealing 2022

Nov 1, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2022-10-28

Reporting Person: FRAZIER KENNETH C (Director, Executive Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-28	Common Stock	M	567084	—	Acquired	1273367.063	Direct
2022-10-28	Common Stock	S	75489	$99.1516	Disposed	1197878.063	Direct
2022-10-28	Common Stock	S	313232	$100.2539	Disposed	884646.063	Direct
2022-10-28	Common Stock	S	178363	$100.7983	Disposed	706283.063	Direct
2022-10-31	Common Stock	M	300000	—	Acquired	1006283.063	Direct
2022-10-31	Common Stock	S	70698	$99.8157	Disposed	935585.063	Direct
2022-10-31	Common Stock	S	229302	$101.0341	Disposed	706283.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-28	Stock Option (Right to Buy)	$56.49	M	567084	Disposed	2024-05-08	Common Stock (567084)	Direct
2022-10-31	Stock Option (Right to Buy)	$58.08	M	300000	Disposed	2025-04-30	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - 401(k) Plan	4481.1286	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.6100 to $99.6000, inclusive. The reporting person undertakes to provide to Merck & Co., Inc.,
anysecurity holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this
footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.6400 to $100.6400, inclusive. The reporting person undertakes to provide to Merck & Co.,
Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.6500 to $100.9725, inclusive. The reporting person undertakes to provide to Merck & Co.,
Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.3300 to $100.3200, inclusive. The reporting person undertakes to provide to Merck & Co., Inc.,
any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.3600 to $101.3100, inclusive. The reporting person undertakes to provide to Merck & Co., Inc.,
any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this
footnote.

F6: Holdings include shares acquired in dividend reinvestment transactions.

F7: Includes shares acquired and dividends earned through October 7, 2022 in the Merck U.S. Savings Plan, a 401(k) plan.

F8: Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon & Co. ("Organon") spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the "Form 10"). As reported in the Form 10, all Merck stock option awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.

F9: The option became exercisable in equal installments on 5/9/2015, 5/9/2016 and 5/9/2017.

F10: The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018.