MRK Merck & Co., Inc. - 8-K

Item 8.01 Other Events.

On May 22, 2026, Merck & Co., Inc. (the “Company”) closed an underwritten public offering of $500,000,000 aggregate principal amount of Floating Rate Notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of 4.300% Notes due 2028 (the “2028 Notes”), $500,000,000 aggregate principal amount of 4.650% Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 4.950% Notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of 5.200% Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of 5.750% Notes due 2046 (the “2046 Notes”) and $1,000,000,000 aggregate principal amount of 5.850% Notes due 2056 (the “2056 Notes” and, together with the Floating Rate Notes, the 2028 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2046 Notes, collectively, the “Notes”) under the Company’s Registration Statement on Form S-3ASR (Registration No. 333-278066), originally filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2024, as amended by Post-Effective Amendment No. 1, filed with the Commission on May 14, 2024.

The Notes are being issued under an indenture dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as trustee, a copy of which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on December 10, 2010 and is incorporated herein by reference. Copies of the officers’ certificate for each series of the Notes (including forms of each of the respective Notes attached thereto) pursuant to Section 301 of the indenture governing the Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 and are incorporated herein by reference. The legal opinion related to these Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1

Floating Rate Notes due 2028 Officers’ Certificate of the Company dated May 22, 2026, including form of the Floating Rate Notes.

Exhibit 4.2

4.300% Notes due 2028 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2028 Notes.

Exhibit 4.3

4.650% Notes due 2031 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2031 Notes.

Exhibit 4.4

4.950% Notes due 2033 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2033 Notes.

Exhibit 4.5

5.200% Notes due 2036 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2036 Notes.

Exhibit 4.6

5.750% Notes due 2046 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2046 Notes.

Exhibit 4.7

5.850% Notes due 2056 Officers’ Certificate of the Company dated May 22, 2026, including form of the 2056 Notes.

Exhibit 5.1

Opinion and Consent of Jennifer Zachary, Esq., Executive Vice President and General Counsel of the Company.

Exhibit 23.1

Consent of Jennifer Zachary, Esq., Executive Vice President and General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K).

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).