Merck & Company Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$MRK
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 4, 2025
(Exact name of registrant as specified in its charter)
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Item 8.01 Other Events.
On December 4, 2025, Merck & Co., Inc. (the “Company”) closed an underwritten public offering of $500,000,000 aggregate principal amount of Floating Rate Notes due 2029 (the “Floating Rate Notes”), $750,000,000 aggregate principal amount of 3.850% Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of 4.150% Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 4.450% Notes due 2032 (the “2032 Notes”), $1,500,000,000 aggregate principal amount of 4.750% Notes due 2035 (the “2035 Notes”), $750,000,000 aggregate principal amount of 5.500% Notes due 2046 (the “2046 Notes”), $1,500,000,000 aggregate principal amount of 5.550% Notes due 2055 (the “2055 Notes”) and $1,000,000,000 aggregate principal amount of 5.700% Notes due 2065 (the “2065 Notes” and, together with the Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2032 Notes, the 2035 Notes, the 2046 notes and the 2055 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, 4.7 and 4.8 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 | ||||||||
| Exhibit 4.2 | ||||||||
| Exhibit 4.3 | ||||||||
| Exhibit 4.4 | ||||||||
| Exhibit 4.5 | ||||||||
| Exhibit 4.6 | ||||||||
| Exhibit 4.7 | ||||||||
| Exhibit 4.8 | ||||||||
| Exhibit 5.1 | ||||||||
| Exhibit 23.1 | ||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 4, 2025 | ||
| Merck & Co., Inc. | |||||
| By: | /s/ Kelly E. W. Grez | ||||
| Kelly E. W. Grez | |||||
| Corporate Secretary | |||||