Zachary Jennifer 4

What Happened

• Jennifer Zachary, EVP and General Counsel of Merck & Co. (MRK), exercised stock options and sold the resulting shares on February 9, 2026. She exercised a total of 121,573 shares (three option lots of 25,946; 56,792; and 38,835) and sold the same 121,573 shares at a weighted average price of $119.15, producing gross proceeds of approximately $14,485,691.
• The filing shows paired entries for the exercises (derivative transactions) and the open-market sales. Several entries report a $0.00 price for derivative dispositions, which is a reporting convention for the conversion/exercise of the options.

Key Details

• Transaction date: 2026-02-09.
• Shares exercised: 121,573 total (25,946; 56,792; 38,835).
• Sale price: weighted average $119.15 per share (range $118.96–$119.51 per footnote F1).
• Gross proceeds from sales: ~$14.49 million.
• Shares owned after transaction: not specified in the excerpt provided (see the full Form 4 for post-transaction holdings).
• Footnotes: F1 notes the weighted-average sale price and range; F2–F4 describe vesting schedules for the option grants (vested in installments between 2021–2025).
• Timeliness: Reported with transaction date 2026-02-09 and Period of Report 2026-02-09 (appears timely in this filing).

Context

• This is an exercise of options followed by same-day sales of the exercised shares (commonly called a cashless exercise or simultaneous sale). The filing shows the exercise and the open-market disposals on the same date.
• The filing does not state the insider’s motive. Sales following exercises are frequently for tax obligations or diversification, but no motivation is disclosed here.