Merck & Co., Inc.·4

May 1, 5:42 PM ET

Larson Betty D 4

4 · Merck & Co., Inc. · Filed May 1, 2026

Research Summary

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Merck EVP Betty D. Larson Exercises RSUs; Shares Withheld for Taxes

What Happened
Betty D. Larson, Executive Vice President & Chief Human Resources Officer at Merck (MRK), had restricted stock units vest on 4/29/2026 and 4/30/2026. The vesting converted into 13,435 shares with an aggregate market value of about $1.49M (2,085 shares @ $110.03 on 4/29; 11,350 shares @ $110.95 on 4/30). To satisfy tax withholding obligations, 5,858 shares (total value ≈ $649K) were withheld, leaving Larson with a net ~7,577 newly issued shares (net value ≈ $839K).

Key Details

  • Transaction dates and prices:
    • 2026-04-29: 2,085 shares converted @ $110.03 (acquired, $229,413); 715 shares withheld @ $110.03 (disposed, $78,671); 2,085 RSU derivative entries recorded at $0 (conversion).
    • 2026-04-30: 11,350 shares converted @ $110.95 (acquired, $1,259,283); 5,143 shares withheld @ $110.95 (disposed, $570,616); 11,350 RSU derivative entries recorded at $0 (conversion).
  • Totals: 13,435 shares issued (acquired) worth ~$1.49M; 5,858 shares withheld for taxes worth ~$649K; net 7,577 shares retained ($839K).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Footnotes: F1 = each restricted stock unit (RSU) converts to one Merck share; F2 and F3 describe the RSU vesting schedules (three equal installments across the listed years). The F (disposition) code here reflects tax withholding.
  • Timeliness: Filing date 2026-05-01 for transactions on 4/29–4/30/2026; no late filing flag indicated in the provided data.

Context
This filing represents RSU vesting and conversion into common shares, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a common "cashless" method that reduces the number of shares the insider actually receives. Transaction codes: M = exercise/conversion of derivative (RSU conversion here); F = disposition to satisfy tax obligations.

Insider Transaction Report

Form 4
Period: 2026-04-29
Larson Betty D
EVP, Chief HR Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-04-30$110.95/sh+11,350$1,259,28318,917 total
  • Tax Payment

    Common Stock

    2026-04-30$110.95/sh5,143$570,61613,774 total
  • Exercise/Conversion

    Common Stock

    2026-04-29$110.03/sh+2,085$229,4138,282 total
  • Tax Payment

    Common Stock

    2026-04-29$110.03/sh715$78,6717,567 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F2]
    2026-04-292,0854,172 total
    From: 2026-04-29Exp: 2028-04-29Common Stock (2,085 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F3]
    2026-04-3011,35011,350 total
    From: 2025-04-30Exp: 2027-04-30Common Stock (11,350 underlying)
Footnotes (3)
  • [F1]Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.
  • [F2]These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/29/2026, 4/29/2027 and 4/29/2028.
  • [F3]These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 4/30/2025, 4/30/2026 and 4/30/2027.
Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Betty Larson|2026-05-01

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT