Merck & Co., Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
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As filed with the Securities and Exchange Commission on February 24, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
For the Fiscal Year Ended December 31, 2025
OR
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No.1-6571
Merck & Co., Inc.
| 126 East Lincoln Avenue | ||
|---|---|---|
| Rahway | New Jersey | 07065 |
(908)740-4000
| New Jersey | 22-1918501 |
|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| Securities Registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
| Common Stock ($0.50 par value) | MRK | New York Stock Exchange |
| 1.875% Notes due 2026 | MRK/26 | New York Stock Exchange |
| 3.250% Notes due 2032 | MRK/32 | New York Stock Exchange |
| 2.500% Notes due 2034 | MRK/34 | New York Stock Exchange |
| 1.375% Notes due 2036 | MRK 36A | New York Stock Exchange |
| 3.500% Notes due 2037 | MRK/37 | New York Stock Exchange |
| 3.700% Notes due 2044 | MRK/44 | New York Stock Exchange |
| 3.750% Notes due 2054 | MRK/54 | New York Stock Exchange |
| Securities Registered pursuant to Section 12(g) of the Act: None | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
Number of shares of Common Stock ($0.50 par value) outstanding as of January 31, 2026:2,472,392,003.
Aggregate market value of Common Stock ($0.50 par value) held by non-affiliates on June 30, 2025 based on the closing price on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter: approximately $198,051,000,000.
| Documents Incorporated by Reference: | |
|---|---|
| Proxy Statement for the Annual Meeting of Shareholders to be held May 26, 2026, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this report | Part III |
| Page | |||
|---|---|---|---|
| Part I | |||
| Item 1. | Business | 1 | |
| Item 1A. | Risk Factors | 26 | |
| Cautionary Factors that May Affect Future Results | 41 | ||
| Item 1B. | Unresolved Staff Comments | 42 | |
| Item 1C. | Cybersecurity | 42 | |
| Item 2. | Properties | 42 | |
| Item 3. | Legal Proceedings | 43 | |
| Item 4. | Mine Safety Disclosures | 43 | |
| Executive Officers of the Registrant | 44 | ||
| Part II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 45 | |
| Item 6. | [Reserved] | 46 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 47 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 76 | |
| Item 8. | Financial Statements and Supplementary Data | 77 | |
| (a) | Financial Statements | 77 | |
| Notes to Consolidated Financial Statements | 81 | ||
| Report of Independent Registered Public Accounting Firm | 135 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 137 | |
| Item 9A. | Controls and Procedures | 137 | |
| Management’s Report | 137 | ||
| Item 9B. | Other Information | 138 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 138 | |
| Part III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 139 | |
| Item 11. | Executive Compensation | 139 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters | 140 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 140 | |
| Item 14. | Principal Accountant Fees and Services | 140 | |
| Part IV | |||
| Item 15. | Exhibits and Financial Statement Schedules | 141 | |
| Signatures | 146 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.