Litchfield Caroline 4

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

AI-generated summary of this filing

Updated Feb 6, 2026

Merck (MRK) CFO Caroline Litchfield Exercises Options, Sells 41,997 Shares

What Happened

Caroline Litchfield, EVP & Chief Financial Officer of Merck & Co. (MRK), exercised 41,997 stock options and immediately sold the 41,997 shares on Feb 4, 2026.
Exercise price: $53.06 per share (total cash paid ≈ $2,228,361). Sale proceeds: weighted-average sale price $119.61 per share (total ≈ $5,023,312). The net cash realized (sale proceeds minus exercise cost) is the difference between those amounts.

Key Details

Transaction date: 2026-02-04; Form 4 filed: 2026-02-06 (timely filing).
Sale price (weighted avg): $119.61; individual sale prices ranged $119.54–$119.78 (see footnote F1).
Shares involved: 41,997 shares exercised and sold.
Shares owned after transaction: not reported in the excerpt provided.
Footnotes of note:
- F1: Weighted-average sale price; reporting person can provide per-trade prices on request.
- F2: Exercise price/holdings were adjusted in connection with the June 2, 2021 Organon spin-off.
- F3: The option vested in installments on 5/10/2017, 5/10/2018 and 5/10/2019.
No 10b5-1 plan or tax-withholding disposition is indicated in the provided data.

Context

This is a common “exercise-and-sell” (cashless exercise) transaction: options were exercised and the resulting shares were sold the same day. Such transactions often reflect routine option-exercise management rather than a clear signal about company prospects.
For retail investors, purchases may be more informative about insider conviction; here the insider monetized vested options.

Form 4

Period: 2026-02-04

EVP & CFO

Transactions

Exercise/Conversion
Common Stock
2026-02-04$53.06/sh+41,997$2,228,361→ 132,189.194 total
Sale
Common Stock
[F1]
2026-02-04$119.61/sh−41,997$5,023,312→ 90,192.194 total
Exercise/Conversion
Stock Option (Right to Buy)
[F2][F3]
2026-02-04−41,997→ 0 total
Exercise: $53.06From: 2017-05-10Exp: 2026-05-09→ Common Stock (41,997 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 $119.5400 to $119.7800, 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.
[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 5/10/2017, 5/10/2018 and 5/10/2019.

Signature

/s/ Kelly E. W. Grez as attorney-in-fact for Caroline Litchfield|2026-02-06

1 file