Merck & Co., Inc. — Director's Dealing 2024

Feb 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2024-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-13	Common Stock	M	41509	$75.36	Acquired	389835.757	Direct
2024-02-13	Common Stock	M	108491	$73.73	Acquired	498326.757	Direct
2024-02-13	Common Stock	S	124676	$125.7431	Disposed	373650.757	Direct
2024-02-13	Common Stock	S	25324	$126.3733	Disposed	348326.757	Direct
2024-02-14	Common Stock	M	85021	$73.73	Acquired	433347.757	Direct
2024-02-14	Common Stock	S	85021	$125.3993	Disposed	348326.757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-13	Stock Option (Right to Buy)	$75.36	M	41509	Disposed	2030-04-30	Common Stock (41509)	Direct
2024-02-13	Stock Option (Right to Buy)	$73.73	M	108491	Disposed	2031-05-03	Common Stock (108491)	Direct
2024-02-14	Stock Option (Right to Buy)	$73.73	M	85021	Disposed	2031-05-03	Common Stock (85021)	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 $125.2700 to $126.2600, 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 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 $126.2650 to $126.525, 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 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 $125.0900 to $125.8200, 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 in this footnote.

F4: 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.

F5: The option vested and became exercisable in three equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.

F6: The option vests and becomes exercisable in three equal installments on 5/4/2022, 5/4/2023 and 5/4/2024.