Merck & Co., Inc. — Director's Dealing 2023

Apr 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2023-04-28

Reporting Person: Davis Robert M (Director, Chairman, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-28	Common Stock	M	143329	$56.04	Acquired	415145.757	Direct
2023-04-28	Common Stock	S	143329	$114.9303	Disposed	271816.757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-28	Stock Option (Right to Buy)	$56.04	M	143329	Disposed	2028-05-03	Common Stock (143329)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.5200 to $115.3300, 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.

F2: 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.

F3: The option became exercisable in equal installments on 5/4/2019, 5/4/2020, and 5/4/2021.