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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-26 · 60 added, 59 removed, 207 unchanged (37% of the section changed)

30 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls

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may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Not Applicable.

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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 18, 2024.

Election of Directors of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 27, 2025.

Information on executive officers is set forth in Part I of this document on page 43 .

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 18, 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 Company has a Code of Conduct — Our Values and Standards applicable to all employees, including the principal executive officer, principal financial officer, and principal accounting officer.

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/.

1 unchanged sentence

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 18, 2024.

The required information about the Company’s insider trading policy is incorporated by reference from the discussion under the heading “Insider Trading Policy” of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 27, 2025.

Executive Compensation.

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 18, 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 18, 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 18, 2024.

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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 versus 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”, 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 on May 27, 2025.

The required information on director compensation is incorporated by reference from the discussion under the heading “Director Compensation” and related “2024 Schedule of Director Fees” table and “2024 Director Compensation” table of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 27, 2025.

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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 18, 2024.

Equity Compensation Plan Information

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Certain Relationships and Related Transactions, and Director Independence.

The required information on transactions with related persons is incorporated by reference from the discussion under the heading “Related Person Transactions” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2024.

The required information on director independence is incorporated by reference from the discussion under the heading “Independence of Directors” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2024.

Principal Accountant Fees and Services.

The information required for this item is incorporated by reference from the discussion under Proposal 3.

Ratification of Appointment of Independent Registered Public Accounting Firm for 2024 beginning with the caption “Pre-Approval Policy for Services of Independent Registered Public Accounting Firm” through “Fees for Services Provided by the Independent Registered Public Accounting Firm” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2024.

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Ratification of Appointment of Independent Registered Public Accounting Firm for 2025 beginning with the caption “Pre-Approval Policy for Services of Independent Registered Public Accounting Firm” through “Fees for Services Provided by the Independent Registered Public Accounting Firm” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 27, 2025.

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Exhibits and Financial Statement Schedules.

2 unchanged sentences

Consolidated statement of income for the years ended December 31, 2024, 2023 and 2022

Consolidated statement of comprehensive (loss) income for the years ended December 31, 2023, 2022 and 2021

Consolidated statement of comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated balance sheet as of December 31, 2024 and 2023

6 unchanged sentences

Financial statements of affiliates carried on the equity basis have been omitted because, considered individually or in the aggregate, such affiliates do not constitute a significant subsidiary.

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3.1 — Restated Certificate of Incorporation of Merck & Co., Inc.

15 unchanged sentences

Bank Trust National Association, as Trustee — Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed December 10, 2010 (No.

4.10 — Description of the Registrant’s Common Stock - Incorporated by reference to Exhibit 4.10 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No.

4.11 — Description of the Registrant’s 1.125% Notes due 2021, 1.875% Notes due 2026, and 2.500% Notes due 2034 - Incorporated by reference to Exhibit 4.11 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No.

4.12 — Description of the Registrant’s 0.500% Notes due 2024 and 1.375% Notes due 2036 - Incorporated by reference to Exhibit 4.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No.

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— I ndenture, dated as of May 30, 2024, among MSD Net herlands Capital B.V., Merck & Co., Inc.

Bank Trust National Association , as Trustee — Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.

’ s Current Report on Form 8-K filed May 30, 2024 (No.

— D escription of the Registrant ’ s Securities

*10.1 — Merck & Co., Inc.

Executive Incentive Plan (as amended and restated effective June 1, 2015) — Incorporated by reference to Merck & Co., Inc.’s Schedule 14A filed April 13, 2015 (No.

Executive Incentive Plan (as amended and restated effective January 1, 2025)

*10.2 — Merck & Co., Inc.

6 unchanged sentences

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.18 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2014 filed February 27, 2015 (No.

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*10.6 — Form of stock option terms for 2015 quarterly and annual non-qualified option grants under the Merck & Co., Inc.

1 unchanged sentence

*10.7 — Form of stock option terms for 2017 annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan - Incorporated by reference to Exhibit 10.7 to Merck & Co., Inc .

’ s Form 10- K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.7 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

*10.8 — Form of stock option terms for 2019 annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan - Incorporated by re ference to Exhibit 10.8 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 202 2 filed February 2 4, 2 023 (No.

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.8 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

*10.9 — Form of stock option terms for 2018 quarterly and annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan — Incorporated by referenc e to Exhibit 10.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed February 27, 2018 (No.

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed February 27, 2018 (No.

*10.10 — Form of stock option terms for 2016 quarterly and annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.19 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2016 filed February 28, 2017 (No.

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*10.11 — Merck & Co., Inc.

4 unchanged sentences

*10.13 — Merck & Co., Inc.

Separation Benefits Plan (amended and restated as of January 1, 2019) as further amended by Amendments 2019-1 (as of December 19, 2019), 2020-1 (as of February 25, 2020), 2020-2 (as of December 10, 2020), 2021-1 (as of March 31, 2021), 2021-2 (as of December 16, 2021), 2022-1 (as of December 14, 2022) and 2022-2 (as of December 13, 2021) - Incorporated by reference to Exhibit 10.1 3 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 202 2 filed Fe bruary 24, 2023 (No.

Separation Benefits Plan (amended and restated as of January 1, 2019) as further amended by Amendments 2019-1 (as of December 19, 2019), 2020-1 (as of February 25, 2020), 2020-2 (as of December 10, 2020), 2021-1 (as of March 31, 2021), 2021-2 (as of December 16, 2021), 2022-1 (as of December 14, 2022), 2022-2 (as of December 13, 2021), 2023-1 (as of December 15, 2023) and 2024-1 (as of October 22, 2024)

*10.14 — Retirement Plan for the Directors of Merck & Co., Inc.

13 unchanged sentences

— Form of stock option terms for 2020 annual non-qualified option grants under the Merck & Co., Inc.

2019 Incentive Stock Plan — Incorpor ated by reference to Exhibit 10.2 1 to Merck & Co., Inc .

’ s Form 10-K Annual Report for the fiscal year ended December 31, 202 2 filed February 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.25 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

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— Form of restricted stock unit terms for 2020 annual grants under the Merck & Co., Inc.

2019 Incentive Stock Plan - In corporated by re ference to Exhibit 10.2 2 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.27 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— 2021 Performance Share Unit terms for grants under the Merck & Co., Inc.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.2 3 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended De cember 31, 2022 filed February 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.31 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— Terms for Restricted Stock Unit Grants under the Merck & Co., Inc.

2019 Incentive Stock Plan - Incorporated by reference to Exhibit 10.

24 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed F ebruary 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.33 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— Restricted stock unit terms for August 3, 2022 grant to Chirfi Guindo under the Merck & Co., Inc.

2019 Incentive Stock Plan - Incorporated by reference to Exhibit 10.

2 5 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.35 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— Performance share unit terms for August 3, 2022 grant to Chirfi Guindo under the Merck & Co., Inc.

2019 Incentive Stock Plan - Incorporated by reference to Exhibit 10.

2 6 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2 022 filed February 24, 2023 (No.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.36 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— Form of stock option terms for 2023 annual non-qualified option grants under the Merck & Co., Inc.

2019 Incentive Stock Plan - Filed herewith

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— 2 022 Performance Share Unit terms for grant un der the Merck & Co., Inc.

2019 Incentive Stock Plan - Filed herewith

— 2 0 23 Performan ce Share Unit terms for grant under the Merck & Co., Inc.

2019 Incentive Stock Plan - Filed herewith

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.27 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2023 filed February 26, 2024 (No.

— 2022 Performance Share Unit terms for grant under the Merck & Co., Inc.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.28 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2023 filed February 26, 2024 (No.

— 2023 Performance Share Unit terms for grant under the Merck & Co., Inc.

2019 Incentive Stock Plan — Incorporated by reference to Exhibit 10.29 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31.

2023 filed February 26, 2024 (No.

— Offer Letter between Merck & Co., Inc.

and Chirfi Guindo, dated June 8, 2022 - Incorporated by reference to Exhibit 10 .30 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

and Chirfi Guindo, dated June 8, 2022 — Incorporated by reference to Exhibit 10.37 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

— Form of restricted stock unit terms for 2024 annual grants under the Merck & Co., Inc.

2019 Incentive Stock Plan

— 2024 Performance Share Unit terms for grants under the Merck & Co., Inc.

2019 Incentive Stock Plan

— Form of stock option terms for 2024 annual non-qualified option grants under the Merck & Co., Inc.

2019 Incentive Stock Plan

— Restricted stock unit terms for April 30, 2024 grant to Richard DeLuca under the Merck & Co., Inc.

2019 Incentive Stock Plan

— Offer Letter between Merck & Co., Inc.

and Betty Larson, dated January 16, 2024

— Restricted stock unit terms for April 30, 2024 grant to Betty Larson under the Merck & Co., Inc.

2019 Incentive Stock Plan

19 — Insider Trading Policy

21 — Subsidiaries of Merck & Co., Inc.

6 unchanged sentences

32.2 — Section 1350 Certification of Chief Financial Officer

— Policy and Procedures for Recoupment of Incentive-Based Compensation

— Policy and Procedures for Recoupment of Incentive-Based Compensation — Incorporated by reference to Exhibit 97 to Merck & Co, Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2023 filed February 26, 2024 (No.

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101.INS — XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

6 unchanged sentences

* Management contract or compensatory plan or arrangement.

† Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment.

The non-public information has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Long-term debt instruments under which the total amount of securities authorized does not exceed 10% of Merck & Co., Inc.’s total consolidated assets are not filed as exhibits to this report.

3 unchanged sentences

Not applicable.

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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.

20 unchanged sentences

GLOCER Director February 25, 2025

SURENDRALAL L.

February 25, 2025

LAVIZZO-MOUREY Director February 25, 2025

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WARDEN Director February 25, 2025

WENDELL Director February 26, 2024

Jennifer Zachary, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures