Smart Dalton E. III 4

What Happened
Dalton E. Smart III, Senior Vice President — Finance & Global Controller at Merck (MRK), received 1,066 shares on January 26, 2026 as a distribution of performance share units. The shares are reported at $107.40 each, for a total value of about $114,488. This was an award/payout (not an open-market buy or sale).

Key Details

• Transaction date: 2026-01-26; reported on Form 4 filed 2026-01-28 (timely filing).
• Price used: $107.40 per share; total reported value ≈ $114,488.
• Transaction type: Award/Distribution of performance share units (A). Net after-tax shares were distributed (tax withholding applied).
• Payout level: Performance shares granted 3/31/2023 were paid out at 94% of target. Dividends accrued over the three-year performance period (ended 12/31/2025) were included. (Footnotes F1, F2)
• Shares owned after transaction: Not specified in the provided excerpt.

Context
This was a routine long-term incentive payout (performance share units) rather than a market trade. Such awards are compensation-related and do not necessarily indicate the insider’s short-term view of the stock. Payout below 100% of target (94%) simply reflects the company’s performance vs. the grant’s metrics.