589331107

• GAAP loss per share was $0.54; non-GAAP loss per share was $0.13, both including a $2.31 per share charge for the Terns acquisition.
• KEYTRUDA/KEYTRUDA QLEX sales were $8.4 billion, including $463 million from KEYTRUDA QLEX.
• WINREVAIR sales grew 75% to $588 million; Animal Health sales grew 8% to $1.8 billion.
• Full-year 2026 outlook: worldwide sales between $66.3B and $67.3B; non-GAAP EPS between $2.66 and $2.76, including Terns-related charges of $2.43 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Merck & Co., Inc. held its Annual Meeting of Shareholders on May 26, 2026.
• The non-binding advisory vote on named executive officer compensation passed with about 1.73 billion votes for and 109 million against.
• Shareholders ratified the appointment of the independent registered public accounting firm for 2026 with about 2.01 billion votes for.
• Three shareholder proposals—on DEI risks in federal contracting, healthcare coverage gaps, and political contributions—were all defeated.

5.07 Submission of Matters to a Vote of Security Holders

• The offering comprised seven tranches: $500M Floating Rate Notes due 2028, $1.0B 4.300% Notes due 2028, $500M 4.650% Notes due 2031, $1.0B 4.950% Notes due 2033, $1.5B 5.200% Notes due 2036, $500M 5.750% Notes due 2046, and $1.0B 5.850% Notes due 2056.
• The notes were issued under Merck's existing indenture dated January 6, 2010, with U.S. Bank Trust National Association as trustee.
• The offering was made under Merck's automatic shelf registration statement on Form S-3ASR (File No. 333-278066), originally filed March 19, 2024.
• The report was filed under Item 8.01 to disclose the closing of the debt offering and under Item 9.01 to file the related exhibits.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP loss per share was $1.72 and non-GAAP loss per share was $1.28, both including a $3.62 per share charge for the acquisition of Cidara.
• KEYTRUDA/KEYTRUDA QLEX sales were $8.0 billion, up 12% (8% ex-FX), including $128 million from KEYTRUDA QLEX.
• WINREVAIR sales grew 88% to $525 million; Animal Health sales rose 13% to $1.8 billion.
• Full-year 2026 outlook: sales between $65.8B and $67.0B, non-GAAP EPS between $5.04 and $5.16, excluding Terns acquisition impact.
• Announced agreement to acquire Terns Pharmaceuticals, expected to close in May, with a one-time charge of ~$5.8B (~$2.35 per share).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fourth-quarter GAAP EPS was $1.19; non-GAAP EPS was $2.04, including a $0.05 per share charge for MK-8690 acquisition.
• Full-year 2025 worldwide sales were $65.0 billion, up 1% (2% ex-FX).
• Full-year 2025 GAAP EPS was $7.28; non-GAAP EPS was $8.98, including $0.20 per share charges for business development transactions.
• Company expects 2026 worldwide sales between $65.5 billion and $67.0 billion and non-GAAP EPS between $5.00 and $5.15, reflecting a one-time charge of approximately $3.65 per share for the Cidara acquisition.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offering comprised eight tranches: $500M floating rate notes due 2029, $750M 3.850% notes due 2029, $1.0B 4.150% notes due 2031, $1.0B 4.450% notes due 2032, $1.5B 4.750% notes due 2035, $750M 5.500% notes due 2046, $1.5B 5.550% notes due 2055, and $1.0B 5.700% notes due 2065.
• The notes were issued under Merck's existing indenture dated January 6, 2010 with U.S. Bank Trust National Association as trustee.
• The offering was made under Merck's automatic shelf registration statement on Form S-3ASR (File No. 333-278066), originally filed March 19, 2024.
• The report was filed under Item 8.01 as an other event to disclose the closing of the debt offering and to file the related exhibits.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP EPS was $2.32 and non-GAAP EPS was $2.58, both including a $0.10 per share charge for a milestone payment to LaNova for MK-2010 technology transfer.
• KEYTRUDA sales grew 10% to $8.1 billion; WINREVAIR sales grew 141% to $360 million; GARDASIL/GARDASIL 9 sales declined 24% to $1.7 billion.
• Full-year 2025 outlook: worldwide sales expected between $64.5 billion and $65.0 billion; non-GAAP EPS range raised and narrowed to $8.93–$8.98.
• Completed acquisition of Verona Pharma in October 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offering included Floating Rate Notes due 2027 ($500M), 3.850% Notes due 2027 ($750M), 4.150% Notes due 2030 ($750M), 4.550% Notes due 2032 ($1.0B), 4.950% Notes due 2035 ($1.75B), and 5.700% Notes due 2055 ($1.25B).
• The notes were issued under Merck's existing indenture dated January 6, 2010, with U.S. Bank Trust National Association as trustee.
• The offering was made under Merck's automatic shelf registration statement on Form S-3ASR (File No. 333-278066).
• The report was filed under Item 8.01 as an other event to disclose the closing of the debt offering.

8.01 Other Events · 9.01 Financial Statements and Exhibits