Chattopadhyay Sanat 4

What Happened

Sanat Chattopadhyay, Executive Vice President and President, Merck Manufacturing Division (MMD), received 13,880 shares of Merck common stock on January 26, 2026. The shares were recorded at $107.40 per share for a total value of $1,490,712. This was a distribution of performance-share units (not an open-market purchase or sale).

Key Details

• Transaction date: 2026-01-26; Form 4 filed 2026-01-28 (appears timely).
• Transaction type: Award/Acquisition (performance share distribution).
• Shares acquired: 13,880 at $107.40 per share; total value $1,490,712.
• Shares owned after transaction: Not disclosed in the provided filing summary.
• Footnote highlights:
  • F1: Distribution equals net after-tax shares from performance share units granted 3/31/2023; paid out at 94% of target and includes dividends accrued over the three-year performance period ending 12/31/2025.
  • F2–F4: Reporting person serves as sole trustee and retains investment control for three named Grantor Retained Annuity Trusts.
• No indication this was a 10b5-1 sale plan or a gift; it is a compensation-related payout.

Context

This was a performance-share payout based on a multi-year performance grant (granted 3/31/2023) and reflects compensation earned rather than a market buy or sell. Performance payouts are common forms of executive compensation and do not by themselves signal insider buying or selling intent. The shares were distributed net of taxes and include dividends accrued during the performance period.