MRK 10-K Annual Report Dec. 31, 2024 | Alphaminr
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MRK 10-K Fiscal year ended Dec. 31, 2024

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MERCK & CO., INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Restated Certificate of Incorporation of Merck & Co., Inc. (November 3, 2009)Incorporated by reference to Merck & Co., Inc.s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) 3.2 By-Laws of Merck & Co., Inc. (effective March 22, 2022) Incorporated by reference to Merck & Co., Inc.s Current Report on Form 8-K filed March 25, 2022 (No. 1-6571) 4.3 Second Supplemental Indenture to the 1991 Indenture, dated November 3, 2009Incorporated by reference to Exhibit 4.3 to Merck & Co., Inc.s Current Report on Form 8-K filed November 4, 2009 (No.1-6571) 4.4 Third Supplemental Indenture to the 1991 Indenture, dated May 1, 2012 Incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.s Form 10-Q Quarterly Report for the period ended March31, 2012 (No.1-6571) 4.7 Third Supplemental Indenture to the 2003 Indenture (including Form of Note), dated September 17, 2007Incorporated by reference to Exhibit 4.1 to Schering-Ploughs Current Report on Form 8K filed September 17, 2007 (No. 1-6571) 4.8 Fifth Supplemental Indenture to the 2003 Indenture, dated November 3, 2009Incorporated by reference to Exhibit4.4 to Merck & Co., Inc.s Current Report on Form 8-K filed November 4, 2009 (No. 1-6571) 4.9 Indenture, dated as of January 6, 2010, between Merck & Co., Inc. and U.S. Bank Trust National Association, as TrusteeIncorporated by reference to Exhibit 4.1 to Merck & Co., Inc.s Current Report on Form 8-K filed December 10, 2010 (No. 1-6571) 4.10 Indenture, dated as of May 30, 2024, among MSD Netherlands Capital B.V., Merck & Co., Inc. and U.S. Bank Trust National Association, as TrusteeIncorporated by reference to Exhibit 4.1 to Merck & Co., Inc.s Current Report on Form 8-K filed May 30, 2024 (No. 1-6571) 4.11 Description ofthe Registrants Securities *10.1 Merck & Co., Inc. Executive Incentive Plan (as amended and restated effective January 1, 2025) *10.2 Merck & Co., Inc. Deferral Program Including the Base Salary Deferral Plan (Amended and Restated effective December 1, 2019) Incorporated by reference to Exhibit 10.2 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2019 filed February 26, 2020 (No. 1-6571) *10.3 Merck & Co., Inc. 2010 Incentive Stock Plan (as amended and restated June 1, 2015)Incorporated by reference to Merck & Co., Inc.s Schedule 14A filed April 13, 2015 (No. 1-6571) *10.4 Form of stock option terms for 2013 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.19 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2012 filed February28, 2013 (No. 1-6571) *10.5 Form of stock option terms for 2014 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.18 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2014 filed February27, 2015 (No. 1-6571) *10.6 Form of stock option terms for 2015 quarterly and annual non-qualified option grants under the Merck & Co., Inc. 2010 Incentive Stock PlanIncorporated by reference to Exhibit 10.20 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December31, 2015 filed February26, 2016 (No. 1-6571) *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. 1-6571) *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 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. 1-6571) *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 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. 1-6571) *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 February28, 2017 (No. 1-6571) *10.11 Merck & Co., Inc. 2019 Incentive Stock Plan Incorporated by reference to Appendix C to Merck & Co., Inc.s Schedule 14A filed April 8, 2019 (No. 1-6571)andto the Registration Statement on Form S-8 filed August 12, 2019 to register 111,000,000 shares under the 2019 Incentive Stock Plan (File No. 333-233226) *10.12 Merck & Co., Inc. Change in Control Separation Benefits Plan (effective as amended and restated, as of January 1, 2013)Incorporated by reference to Exhibit 10.1 to Merck& Co., Inc.s Current Report on Form8K filed November 29, 2012 (No. 1-6571) *10.13 Merck & Co., Inc. U.S. 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) *10.15 Merck & Co., Inc. Plan for Deferred Payment of Directors Compensation (Amended and Restated effective as of January 1, 2022) Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No. 1-6571) *10.16 Offer Letter between Merck & Co., Inc. and Jennifer Zachary, dated March 16, 2018 Incorporated by reference to Exhibit 10.28 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2018 filed February 27, 2019 (No. 1-6571) *10.17 Form of stock option terms for 2021 annual non-qualified option grants under the Merck & Co., Inc. 2019 Incentive Stock Plan Incorporated by reference to Exhibit 10.23 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No. 1-6571) *10.18 Form of restricted stock unit terms for 2021 annual 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, 2020 filed February 25, 2021 (No. 1-6571) *10.19 Form of stock option terms for 2022 annual non-qualified option 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, 2021 filed February 25, 2022 (No. 1-6571) *10.20 Form of restricted stock unit terms for 2022 annual grants under the Merck & Co., Inc. 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, 2021 filed February 25, 2022 (No. 1-6571) *10.21 Form of stock option terms for 2020 annual non-qualified option grants under the Merck & Co., Inc. 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. 1-6571) *10.22 Form of restricted stock unit terms for 2020 annual grants under the Merck & Co., Inc. 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. 1-6571) *10.23 2021 Performance Share Unit terms for grants under the Merck & Co., Inc. 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. 1-6571) *10.24 Terms for Restricted Stock Unit Grants under the Merck & Co., Inc. 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. 1-6571) *10.25 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 10.35 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No. 1-6571) *10.26 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 10.36 to Merck & Co., Inc.s Form 10-K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No. 1-6571) *10.27 Form of stock option terms for 2023 annual non-qualified option grants under the Merck & Co., Inc. 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. 1-6571) *10.28 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. 1-6571) *10.29 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. 1-6571) *10.30 Offer Letter between Merck & Co., Inc. 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. 1-6571) *10.31 Form of restricted stock unit terms for 2024 annual grants under the Merck & Co., Inc. 2019 Incentive Stock Plan *10.32 2024 Performance Share Unit terms for grants under the Merck & Co., Inc. 2019 Incentive Stock Plan *10.33 Form of stock option terms for 2024 annual non-qualified option grants under the Merck & Co., Inc. 2019 Incentive Stock Plan *10.34 Restricted stock unit terms for April 30, 2024 grant to Richard DeLuca under the Merck & Co., Inc. 2019 Incentive Stock Plan *10.35 Offer Letter between Merck & Co., Inc. and Betty Larson, dated January 16, 2024 *10.36 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. 23 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 24.2 Certified Resolution of Board of Directors 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer 97 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. 1-6571)