Merck (MRK) EVP exercises RSUs, holds over 185K shares via trusts
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Merck & Co., Inc. executive vice president and president of MMD Sanat Chattopadhyay reported routine equity compensation activity. On April 29, 2026, he exercised 2,597 restricted stock units, converting them into the same number of Merck common shares. Of these, 1,130 shares were withheld to cover tax obligations, leaving a net increase in his directly held common stock. After these transactions, he directly owned 16,477 common shares and held additional indirect positions through three Grantor Retained Annuity Trusts, with 53,417, 57,622 and 74,289 common shares, respectively, over which he serves as sole trustee with complete investment control. He also continued to hold 5,194 restricted stock units that vest in three equal installments in 2026, 2027 and 2028.
Positive
- None.
Negative
- None.
Insights
Routine RSU vesting with tax withholding; minimal signal on Merck’s outlook.
Sanat Chattopadhyay exercised 2,597 restricted stock units into Merck common stock, a standard step when RSUs vest. The company withheld 1,130 shares, valued at about $110.03 each, to satisfy tax obligations, which is not an open‑market sale.
Following the transactions, he directly held 16,477 shares and maintained sizable indirect holdings via three Grantor Retained Annuity Trusts, totaling over 185,000 shares. He also retained 5,194 RSUs scheduled to vest on 4/29/2026, 4/29/2027, and 4/29/2028. These patterns indicate routine compensation management rather than a directional view on MRK.
Insider Trade Summary
2,597 shares exercised/converted
Mixed
6 txns
Insider
Chattopadhyay Sanat
Role
Exe V-P & Pres. MMD
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 2,597 | $0.00 | -- |
| Exercise | Common Stock | 2,597 | $110.03 | $286K |
| Tax Withholding | Common Stock | 1,130 | $110.03 | $124K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit — 5,194 shares (Direct, null);
Common Stock — 16,477 shares (Direct, null);
Common Stock — 74,289 shares (Indirect, By GRAT April 2025)
Footnotes (1)
- The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay April 2025 Grantor Retained Annuity Trust. The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay August 2025 Grantor Retained Annuity Trust. The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay February 2025 Grantor Retained Annuity Trust. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock. 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.
Key Figures
RSUs exercised: 2,597 shares
Tax-withheld shares: 1,130 shares
Direct common shares after: 16,477 shares
+5 more
8 metrics
RSUs exercised
2,597 shares
Restricted stock units converted to common stock on April 29, 2026
Tax-withheld shares
1,130 shares
Shares withheld at $110.03 per share for tax obligations
Direct common shares after
16,477 shares
Direct Merck common stock holdings following the transactions
Indirect GRAT holdings 1
53,417 shares
Common stock held by February 2025 Grantor Retained Annuity Trust
Indirect GRAT holdings 2
57,622 shares
Common stock held by August 2025 Grantor Retained Annuity Trust
Indirect GRAT holdings 3
74,289 shares
Common stock held by April 2025 Grantor Retained Annuity Trust
RSUs remaining
5,194 units
Restricted stock units vesting in three annual installments through 2028
Tax price per share
$110.03/share
Value applied to shares withheld for tax liability
Key Terms
Grantor Retained Annuity Trust, restricted stock unit, tax-withholding disposition, exercise or conversion of derivative security, +1 more
5 terms
Grantor Retained Annuity Trust financial
"the Sanat Chattopadhyay April 2025 Grantor Retained Annuity Trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
exercise or conversion of derivative security financial
"Exercise or conversion of derivative security"
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By GRAT February 2025""
FAQ
What did Merck (MRK) executive Sanat Chattopadhyay report in this Form 4?
He reported exercising 2,597 restricted stock units into Merck common stock. Of those shares, 1,130 were withheld to cover taxes, and his direct holdings increased to 16,477 shares, alongside significant indirect trust holdings.
How many Merck (MRK) restricted stock units does Chattopadhyay still hold?
After the transaction, he held 5,194 restricted stock units. These RSUs convert into Merck common stock in three equal installments on April 29, 2026, April 29, 2027, and April 29, 2028, subject to continued service and award terms.
What are the indirect Merck (MRK) holdings reported through Grantor Retained Annuity Trusts?
The filing lists three Grantor Retained Annuity Trusts holding 53,417, 57,622, and 74,289 Merck common shares. Chattopadhyay serves as sole trustee and maintains complete investment control over each trust’s holdings, according to the disclosed footnotes.
Does this Merck (MRK) Form 4 indicate open-market buying or selling?
No open-market trades are reported. The activity reflects RSU conversion and shares withheld for taxes. The only disposition is the 1,130-share tax-withholding event, which is a mechanical step tied to vesting rather than a discretionary market sale.
What is the significance of the $110.03 price in the Merck (MRK) Form 4?
The Form 4 uses $110.03 per share as the value for the 1,130 shares withheld for taxes. This figure helps determine the tax-withholding amount but does not represent a separate market trade or a negotiated sale price by the executive.