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

Apr 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2023-04-13

Reporting Person: Chattopadhyay Sanat (Exe V-P & Pres. MMD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-13	Common Stock	M	67892	$56.04	Acquired	67892	Direct
2023-04-13	Common Stock	M	66163	$62.07	Acquired	134055	Direct
2023-04-13	Common Stock	S	66163	$115.0598	Disposed	67892	Direct
2023-04-13	Common Stock	S	67892	$115.0705	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-13	Stock Option (Right to Buy)	$56.04	M	67892	Disposed	2028-05-03	Common Stock (67892)	Direct
2023-04-13	Stock Option (Right to Buy)	$62.07	M	66163	Disposed	2027-05-04	Common Stock (66163)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37873	Indirect
Common Stock	45608	Indirect
Common Stock	46995	Indirect

Footnotes

F1: The exercise and sale transactions reported in this Form 4 are made pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.0000 to $115.1900, 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 $115.0000 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.

F4: The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2021 Grantor Retained Annuity Trust.

F5: The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2022 Grantor Retained Annuity Trust.

F6: The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2023 Grantor Retained Annuity Trust.

F7: 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.

F8: The option became exercisable in equal installments on 5/4/2019, 5/4/2020, and 5/4/2021.

F9: The option became exercisable in equal installments on 5/5/2018, 5/5/2019 and 5/5/2020.