Merck & Co., Inc. Files Amendment to Annual Report (10-K/A)

TL;DR

<b>Merck & Co., Inc. has filed an amendment to its 2023 annual report, providing updated information to the SEC.</b>

AI Summary

Merck & Co., Inc. (MRK) filed a Amended Annual Report (10-K/A) with the SEC on April 11, 2024. Merck & Co., Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The filing was submitted to the SEC on April 11, 2024. The company's common stock is registered on the New York Stock Exchange under the ticker symbol MRK. Merck & Co., Inc. is incorporated in New Jersey and its IRS Employer Identification Number is 22-1918501. The filing indicates Merck & Co., Inc. is not a well-known seasoned issuer.

Why It Matters

For investors and stakeholders tracking Merck & Co., Inc., this filing contains several important signals. This amendment provides an opportunity for Merck to correct or supplement information previously filed in its annual report, ensuring the SEC and investors have the most accurate and complete data. As a 10-K/A filing, it signifies a formal update to the company's comprehensive annual disclosure, which is crucial for investor due diligence and market transparency.

Risk Assessment

Risk Level: low — Merck & Co., Inc. shows low risk based on this filing. The filing is an amendment to a standard annual report, indicating routine updates rather than significant new risks or negative developments.

Analyst Insight

Review the specific amendments made in this 10-K/A filing to understand any changes in Merck's financial or operational disclosures.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year)
• 2024-04-11 — Filing Date (Date of submission)
• 10-K/A — Form Type (Type of filing)
• 001-06571 — SEC File Number (Commission file number)

Key Players & Entities

• Merck & Co., Inc. (company) — Filer name
• MRK (company) — Trading symbol for Common Stock
• New York Stock Exchange (company) — Exchange where securities are registered
• 20231231 (date) — Fiscal year end
• 20240411 (date) — Filing date
• 0000310158 (company) — Central Index Key
• 22-1918501 (company) — IRS Number
• NJ (location) — State of incorporation

FAQ

Industry Context

Merck & Co., Inc. operates within the pharmaceutical preparations industry, focusing on the development and sale of medicines and vaccines.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular and timely disclosures to the SEC.

What Investors Should Do

1. Analyze the specific changes and additions made in the 10-K/A filing compared to the original 10-K.
2. Verify if the amendment impacts any previously reported financial figures or business descriptions.
3. Monitor future filings for any further updates or clarifications related to this amendment.

Key Dates

• 2023-12-31: Fiscal Year End — The period covered by the annual report being amended.
• 2024-04-11: Filing Date — Date the amendment (10-K/A) was officially submitted to the SEC.

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the previously filed annual report for the fiscal year ended December 31, 2023.

Key Financial Figures

• $0.50 — nge on which Registered Common Stock ($0.50 par value) MRK New York Stock Excha

Filing Documents

• d807955d10ka.htm (10-K/A) — 144KB
• d807955dex313.htm (EX-31.3) — 2KB
• d807955dex314.htm (EX-31.4) — 2KB
• g807955g0411195028107.jpg (GRAPHIC) — 2KB
• 0001193125-24-093194.txt (&nbsp;) — 393KB
• mrk-20231231.xsd (EX-101.SCH) — 5KB
• mrk-20231231_cal.xml (EX-101.CAL) — 1KB
• mrk-20231231_def.xml (EX-101.DEF) — 19KB
• mrk-20231231_lab.xml (EX-101.LAB) — 25KB
• mrk-20231231_pre.xml (EX-101.PRE) — 20KB
• d807955d10ka_htm.xml (XML) — 12KB

Executive Compensation

Executive Compensation 1 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 2 Item 13. Certain Relationships and Related Transactions, and Director Independence 2 Item 14. Principal Accountant Fees and Services 2 Part IV Item 15. Exhibits and Financial Statement Schedules 3

Signatures

Signatures 9 PART III Item10. Directors, Executive Officers and Corporate Governance. The required information on directors and nominees is incorporated by reference from the discussion under Proposal 1. Election of Directors of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. Information on executive officers is set forth in Part I of the Original Form 10-K on page 41 . The required information on compliance with Section 16(a) of the Securities Exchange Act of 1934, if applicable, is incorporated by reference from the discussion under the heading "Stock Ownership Information" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. The Company has a Code of Conduct — Our Values and Standards applicable to all employees, including the principal executive officer, principal financial officer, principal accounting officer and Controller. The Code of Conduct is available on the Company's website at www.merck.com/company-overview/culture-and-values/code-of- conduct/values-and-standards/. The Company intends to disclose future amendments to certain provisions of the Code of Conduct, and waivers of the Code of Conduct granted to executive officers and directors, if any, on the website within four business days following the date of any amendment or waiver. Every Merck employee is responsible for adhering to business practices that are in accordance with the law and with ethical principles that reflect the highest standards of corporate and individual behavior. The required information on the identification of the audit committee and the audit committee financial expert is incorporated by reference from the discussion under the heading "Board Meetings and Committees" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. Item11.

Executive Compensation

Executive Compensation. The information required on executive compensation is incorporated by reference from the discussion under the headings "Compensation Discussion and Analysis," "Summary Compensation Table," "All Other Compensation" table, "CEO Pay Ratio," "Pay vs. Performance" table, "Grants of Plan-Based Awards" table, "Outstanding Equity Awards" table, "Option Exercises and Stock Vested" table, "Pension Benefits" table, "Nonqualified Deferred Compensation" table, and "Potential Payments Upon Termination or a Change in Control", including the discussion under the subheadings "Separation" and "Change in Control," as well as all footnote information to the various tables, of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. The required information on director compensation is incorporated by reference from the discussion under the heading "Director Compensation" and related "2023 Schedule of Director Fees" table and "2023 Director Compensation" table of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. The required information under the headings "Compensation and Management Development Committee Interlocks and Insider Participation" and "Compensation and Management Development Committee Report" is incorporated by reference from the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. 1 Item12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information with respect to security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading "Stock Ownership Information" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. Equity Compensation Plan Information The following table summarizes information about the options, warrants and rights and other equity compensation under the Company's equity compensation plans as of the close of business on December 31, 2023. The table does not include information about tax qualified plans such as the Merck U.S. Savings Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders (1) 13,526,932 (2) $ 77.54 81,123,362 Equity compensation plans not approved by security holders — — — Total 13,526,932 $ 77.54 81,123,362 (1) Includes options to purchase shares of Company Common Stock and other rights under the following shareholder-approved plans: the Merck & Co., Inc. 2010 and 2019 Incentive Stock Plans, and the Merck & Co., Inc. 2010 Non-Employee Directors Stock Option Plan. (2) Excludes approximately 12,541,646 shares of restricted stock units and 1,966,333 performance share units (assuming maximum payouts) under the Merck Sharp & Dohme 2010 and 2019 Incentive Stock Plans. Also excludes 157,619 shares of phantom stock deferred under the MSD Employee Deferral Program and 503,549 shares of phantom stock deferred under the Merck & Co., Inc. Plan for Deferred Payment of Directors' Compensation. Item13. C

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 11, 2024 MERCK & CO., INC. By: ROBERT M. DAVIS (Chairman, Chief Executive Officer and President) By: /s/ JENNIFER ZACHARY Jennifer Zachary (Attorney-in-Fact) 9

View Full Filing

View this 10-K/A filing on SEC EDGAR