Merck & Co., Inc.·4

Feb 6, 4:12 PM ET

Li Dean Y 4

4 · Merck & Co., Inc. · Filed Feb 6, 2026

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Merck (MRK) Exec VP Dean Y. Li Exercises Options & Sells Shares

What Happened Dean Y. Li, Executive Vice President & President, MRL at Merck & Co. (MRK), exercised 15,087 stock options at a $56.04 strike on 2026-02-04 and then sold those 15,087 shares in the open market the same day. The exercise cost reported was $845,475; the subsequent sale generated $1,791,824 in proceeds (weighted average sale price $118.77), for a difference of roughly $946,349 before taxes and fees. This is effectively a cashless exercise followed by an immediate sale rather than a purchase as a bullish signal.

Key Details

  • Transaction date: 2026-02-04; Form 4 filed 2026-02-06 (timely within standard two-business-day window).
  • Exercise: 15,087 shares at $56.04 per share (total reported cost $845,475) — transaction code M (exercise/conversion of derivative).
  • Sale: 15,087 shares sold in open market at a weighted average $118.77 (total proceeds $1,791,824) — transaction code S. Sale prices ranged $118.72–$118.83 (see footnote F1).
  • A derivative disposition line at $0.00 reflects the option conversion upon exercise (reported as M/derivative).
  • Shares owned after the transaction are not disclosed in this filing.
  • Footnotes: F1 (weighted average sale price; price range provided), F2 (exercise price/holdings adjusted related to the 2021 Organon spin-off), F3 (option vested in equal installments 5/4/2019, 5/4/2020, 5/4/2021).

Context This was an option exercise combined with an immediate sale (a common cashless-exercise/liquidation event) rather than an outright purchase of shares as a long-term buy. The filing is routine and timely; no 10b5-1 plan or tax-withholding/gift indications are stated in the disclosed footnotes. For investors, such transactions show a manager converting vested compensation into cash but do not, by themselves, indicate a change in insider sentiment about Merck.

Insider Transaction Report

Form 4
Period: 2026-02-04
Li Dean Y
Executive VP & President, MRL
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-04$56.04/sh+15,087$845,475117,357.05 total
  • Sale

    Common Stock

    [F1]
    2026-02-04$118.77/sh15,087$1,791,824102,270.05 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F2][F3]
    2026-02-0415,0870 total
    Exercise: $56.04From: 2019-05-04Exp: 2028-05-03Common Stock (15,087 underlying)
Footnotes (3)
  • [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.7200 to $118.8300, 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]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.
Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Dean Y. Li|2026-02-06

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT