Form 8-K

8-K — Merck & Co., Inc.

Accession: 0001104659-26-052081

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000310158

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2612241d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612241d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2612241d1_ex99-2.htm)

GRAPHIC (tm2612241d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2612241d1_8k.htm · Sequence: 1

false

0000310158

2026-04-30

0000310158

us-gaap:CommonStockMember

2026-04-30

0000310158

mrk:Sec1.875NotesDue2026Member

2026-04-30

0000310158

mrk:Sec3.250NotesDue2032Member

2026-04-30

0000310158

mrk:Sec2.500NotesDue2034Member

2026-04-30

0000310158

mrk:Sec1.375NotesDue2036Member

2026-04-30

0000310158

mrk:Sec3.500NotesDue2037Member

2026-04-30

0000310158

mrk:Sec3.700NotesDue2044Member

2026-04-30

0000310158

mrk:Sec3.750NotesDue2054Member

2026-04-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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) April 30, 2026 (April 30, 2026)

Merck & Co., Inc.

(Exact name of registrant as specified in

its charter)

New Jersey

(State or other jurisdiction

of incorporation)

1-6571

(Commission

File Number)

22-1918501

(I.R.S. Employer

Identification No.)

126 East Lincoln Avenue, Rahway, NJ

(Address of principal executive offices)

07065

(Zip Code)

Registrant’s telephone number, including area code (908) 740-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item

2.02. Results of Operations and Financial Condition.

The following information, including the exhibits hereto,

is being furnished pursuant to this Item 2.02.

Incorporated by reference is a

press release issued by Merck & Co., Inc. on April 30, 2026, regarding earnings for the first quarter of 2026, attached as Exhibit

99.1. Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99.2.

This information shall not be

deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

99.1 Press

release issued April 30, 2026, regarding earnings for the first quarter of 2026

Exhibit

99.2 Certain

supplemental information not included in the press release

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.

Merck

& Co., Inc.

Date:

April 30, 2026

By:

/s/

Kelly E. W. Grez

Kelly

E. W. Grez

Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612241d1_ex99-1.htm · Sequence: 2

Exhibit

99.1

News

Release

Merck &

Co., Inc., Rahway, N.J., USA Announces First-Quarter 2026 Financial Results; Highlights Significant Regulatory Approvals and Clinical

Milestones

Sales

Growth Driven by Continued Strength in Oncology and Animal Health, Plus Increasing Contributions From Launches

- Total

Worldwide Sales Were $16.3 Billion (5% Growth; 3% Growth ex-FX)

o KEYTRUDA/KEYTRUDA

QLEX1 Sales Were $8.0 Billion (12% Growth; 8% Growth ex-FX); Includes KEYTRUDA

QLEX Sales of $128 Million

o WINREVAIR

Sales Were $525 Million (88% Growth; 87% Growth ex-FX)

o Animal

Health Sales Were $1.8 Billion (13% Growth; 6% Growth ex-FX)

- GAAP

Loss per Share Was $1.72; Non-GAAP Loss per Share Was $1.28; GAAP and Non-GAAP Loss per Share

Include a Charge of $3.62 per Share for the Acquisition of Cidara

- Presented

New Data From Cardio-Pulmonary Pipeline at ACC.26, Including Positive Results From Phase

3 CORALreef AddOn Trial

- Received

U.S. FDA Approval for IDVYNSO, a Once-Daily, Oral Treatment for Certain Adults With Virologically

Suppressed HIV-1

- Achieved

Multiple Significant Regulatory and Clinical Milestones Across Oncology Pipeline

- Announced

Agreement To Acquire Terns Pharmaceuticals, Inc. and Expand Hematology Pipeline With

TERN-701, a Novel Candidate for Chronic Myeloid Leukemia; Transaction Expected To Close in

May

- Full-Year

2026 Financial Outlook

o Narrows

and Raises the Midpoint of Worldwide Sales Range; Now Expects Sales To Be Between $65.8 Billion

and $67.0 Billion

o Narrows

and Raises Expected Non-GAAP EPS Range To Be Between $5.04 and $5.16

o Outlook

Does Not Reflect Any Impact From Proposed Acquisition of Terns Pharmaceuticals, Inc.,

Which Is Expected To Close in May and Result in a One-Time Charge of Approximately $5.8

Billion or Approximately $2.35 per Share

RAHWAY,

N.J., April 30, 2026 – Merck & Co., Inc., Rahway, N.J., USA (NYSE: MRK), known as MSD outside the United States

and Canada, today announced financial results for the first quarter of 2026.

Available in some markets as KEYTRUDA SC.

- 2 -

“We

are moving with speed to transform our portfolio to one with a diversified set of growth drivers across a broad set of therapeutic areas,”

said Robert M. Davis, chairman and chief executive officer. “During the first quarter, we continued to strengthen our pipeline

with science-led business development, including our planned acquisition of Terns. We also achieved several important milestones, such

as the FDA approval of IDVYNSO – which marks a new chapter in our longstanding commitment to people living with HIV. I am pleased

with our progress and excited for what’s ahead, as we enter a particularly robust period of Phase 3 data readouts and deliver on

the promise of our pipeline for patients.”

Financial

Summary

First Quarter

$ in millions, except EPS amounts

2026

2025

Change

Change Ex-

Exchange

Sales

$ 16,286

$ 15,529

5 %

3 %

GAAP net (loss) income2

(4,240 )

5,079

N/M

Non-GAAP net (loss) income that excludes certain items2,3*

(3,156 )

5,611

N/M

GAAP EPS

(1.72 )

2.01

N/M

Non-GAAP EPS that excludes certain items3*

(1.28 )

2.22

N/M

*Refer

to table on page 7.

N/M

- Not meaningful.

For

the first quarter of 2026, Generally Accepted Accounting Principles (GAAP) loss / earnings per share (EPS) assuming dilution was a loss

per share of $1.72 and non-GAAP loss per share was $1.28. Both the GAAP and non-GAAP loss per share were due to a charge for the acquisition

of Cidara Therapeutics, Inc. (Cidara) of $3.62 per share.

Non-GAAP

EPS excludes acquisition- and divestiture-related costs and costs related to restructuring programs, as well as income and losses from

investments in equity securities.

Net (loss) income attributable to the Company.

The Company is providing certain 2026 and 2025 non-GAAP information that excludes certain items because of the nature of these items

and the impact they have on the analysis of underlying business performance and trends. Management believes that providing this information

enhances investors’ understanding of the Company’s results because management uses non-GAAP results to assess performance.

Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along

with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using

a non-GAAP pretax income metric. This information should be considered in addition to, but not as a substitute for or superior to, information

prepared in accordance with GAAP. For a description of the non-GAAP adjustments, see Table 2a attached to this release.

- 3 -

First-Quarter

Sales Performance

The

following table reflects sales of the Company’s top products and significant performance drivers.

First Quarter

$ in millions

2026

2025

Change

Change Ex-

Exchange

Commentary

Total Sales

$ 16,286

$ 15,529

5 %

3 %

Pharmaceutical

14,349

13,638

5 %

2 %

Increase primarily driven by growth in oncology as well as cardiometabolic and respiratory, partially offset by declines in vaccines, diabetes and infectious diseases.

KEYTRUDA/KEYTRUDA QLEX

8,034

7,205

12 %

8 %

Growth primarily driven by higher global demand in metastatic indications including urothelial cancer, as well as strong global uptake in earlier-stage indications, including triple-negative breast cancer, cervical cancer and renal cell carcinoma (RCC). Sales growth benefited from the timing of wholesaler purchases in the U.S. Sales of KEYTRUDA QLEX were $128 million.

GARDASIL/GARDASIL 9

1,069

1,327

-19 %

-22 %

Decline primarily due to lower demand in China as well as lower sales in Japan following the national catch-up immunization program. Decline also reflects lower sales in the U.S. primarily due to unfavorable public-sector purchasing patterns, partially offset by higher net pricing.

JANUVIA/JANUMET

574

796

-28 %

-29 %

Decline primarily due to lower demand and net pricing in the U.S., as well as lower demand in China and most other international markets due to generic competition.

PROQUAD, M-M-R II and VARIVAX

538

539

0 %

-2 %

Sales were flat, primarily driven by unfavorable private sector purchasing patterns for M-M-R II and lower demand for M-M-R II and VARIVAX in the U.S., offset by higher PROQUAD sales in the U.S. due to borrowing of doses in 2025 from a U.S. government stockpile, which lowered sales in that period.

WINREVAIR

525

280

88 %

87 %

Growth primarily reflects continued uptake in the U.S. and early launch uptake in certain international markets, particularly in Japan and Europe.

BRIDION

472

441

7 %

Growth primarily due to higher demand in the U.S., partially offset by lower demand in most international markets due to ongoing generic competition.

Lynparza*

341

312

9 %

6 %

Growth primarily due to higher demand in the U.S. and many international markets.

PREVYMIS

272

208

31 %

26 %

Increase primarily due to higher demand in the U.S. and certain European markets, reflecting in part the launch of new indications.

Lenvima*

256

258

-1 %

-2 %

Relatively flat compared with prior year.

- 4 -

First Quarter

$ in millions

2026

2025

Change

Change Ex-

Exchange

Commentary

ROTATEQ

206

228

-10 %

-11 %

Decrease primarily driven by lower demand in China.

VAXNEUVANCE

202

230

-12 %

-16 %

Decrease primarily driven by lower demand in the U.S. and most international markets due to competitive pressure.

WELIREG

199

137

45 %

43 %

Growth primarily driven by higher demand in the U.S. and continued launch uptake in several international markets, particularly in Japan and certain European markets.

CAPVAXIVE

142

107

33 %

31 %

Increase primarily driven by launch uptake in certain European markets and continued uptake in the U.S. U.S. sales growth was partially offset by a reduction in wholesaler inventory.

OHTUVAYRE

131

Product obtained as part of the Company’s October 2025 acquisition of Verona Pharma plc (Verona Pharma).

LAGEVRIO

102

-73 %

Decline largely due to lower demand in Japan and the U.S.

Animal Health

1,791

1,588

13 %

6 %

Growth attributable to performance in both Livestock and Companion Animal product portfolios.

Livestock

1,064

924

15 %

8 %

Growth primarily driven by higher demand for ruminant and poultry products as well as price.

Companion Animal

727

664

9 %

4 %

Growth from new product launches and price was partially offset by lower demand for other products in portfolio, reflecting a reduction in veterinary visits. Sales of BRAVECTO line of products were $379 million and $327 million in current and prior-year quarters, respectively, which represents an increase of 16%, or 9% excluding impact of foreign exchange.

Other Revenues**

146

303

-52 %

4 %

Decline primarily due to unfavorable impact of revenue-hedging activities and lower revenue from third-party manufacturing arrangements, partially offset by higher milestones received for out-licensing arrangements and higher royalty income.

*Alliance

revenue for this product represents the Company’s share of profits, which are product sales net of cost of sales and commercialization

costs.

**Other

revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including

revenue-hedging activities.

addition, Koselugo alliance revenue was $161 million for the first quarter of 2026 compared with $44 million for the first quarter of

2025. The increase was due to a $150 million payment received in the first quarter of 2026 in connection with an amendment to the collaboration

agreement with AstraZeneca in 2025, which (subject to an annual election by AstraZeneca) discontinued the provisions whereby the Company

shared revenue and costs with AstraZeneca, and revised the payment structure.

- 5 -

First-Quarter

Expense and Related Information

The

table below presents selected expense information.

$ in millions

GAAP

Acquisition-

and

Divestiture-

Related Costs4

Restructuring

Costs

(Income)

Loss From

Investments

in Equity

Securities

Non-

GAAP3

First Quarter 2026

Cost of sales

$ 4,195

$ 1,014

$ 237

$ -

$ 2,944

Selling, general and administrative

2,700

2,668

Research and development

12,592

12,558

Restructuring costs

195

Other (income) expense, net

138

(180 )

318

First Quarter 2025

Cost of sales

$ 3,419

$ 620

$ 36

$ -

$ 2,763

Selling, general and administrative

2,552

2,529

Research and development

3,621

3,614

Restructuring costs

Other (income) expense, net

(35 )

(3 )

(107 )

GAAP

Expense, EPS and Related Information

Gross

margin was 74.2% for the first quarter of 2026 compared with 78.0% for the first quarter of 2025. The decrease was primarily due to higher

amortization of intangible assets, higher restructuring costs, the recognition of inventory fair value step-up related to the 2025 Verona

Pharma acquisition and the unfavorable impact of foreign exchange, partially offset by favorable product mix.

Selling,

general and administrative (SG&A) expenses were $2.7 billion in the first quarter of 2026, an increase of 6% compared with the first

quarter of 2025. The increase was primarily due to higher administrative costs and the unfavorable impact of foreign exchange.

Research

and development (R&D) expenses were $12.6 billion in the first quarter of 2026 compared with $3.6 billion in the first quarter of

2025. The increase was primarily due to a $9.0 billion charge for the acquisition of Cidara, higher clinical development spending, the

unfavorable impact of foreign exchange and restructuring costs, partially offset by a $200 million reduction in R&D expenses as part

of the funding agreement with Blackstone Life Sciences (Blackstone) and a $100 million charge in the first quarter of 2025 for the achievement

of a developmental milestone related to the 2024 acquisition of EyeBiotech Limited (EyeBio).

Other

(income) expense, net, was $138 million of expense in the first quarter of 2026 compared with $35 million of income in the first quarter

of 2025. The unfavorability was primarily due to higher net interest expense, partially offset by higher net income from investments

in equity securities.

4 Reflects

expenses related to business combinations, including the amortization of intangible assets, intangible asset impairment charges, and

expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes

integration, transaction and certain other costs associated with acquisitions and divestitures, as well as amortization of intangible

assets related to collaborations, licensing arrangements and asset acquisitions, and recognition of fair value step-up to inventories

for asset acquisitions.

- 6 -

The

income tax provision for the first quarter of 2026 was $709 million on a pretax loss of $3.5 billion, resulting in an effective income

tax rate of (20.1)%. This effective income tax rate includes a 33.1 percentage point unfavorable impact of the charge for the acquisition

of Cidara, for which no tax benefit was recorded.

GAAP

loss per share was $1.72 for the first quarter of 2026 compared with earnings per share of $2.01 for the first quarter of 2025, primarily

driven by a $3.62 per share charge included in the first quarter of 2026 for the acquisition of Cidara.

Non-GAAP

Expense, EPS and Related Information

Non-GAAP

gross margin was 81.9% for the first quarter of 2026 compared with 82.2% for the first quarter of 2025. The decrease was primarily due

to the unfavorable impact of foreign exchange, partially offset by favorable product mix.

Non-GAAP

SG&A expenses were $2.7 billion in the first quarter of 2026, an increase of 5% compared with the first quarter of 2025. The increase

was primarily due to higher administrative costs and the unfavorable impact of foreign exchange.

Non-GAAP

R&D expenses were $12.6 billion in the first quarter of 2026 compared with $3.6 billion in the first quarter of 2025. The increase

was primarily due to a $9.0 billion charge for the acquisition of Cidara, higher clinical development spending and the unfavorable impact

of foreign exchange, partially offset by a $200 million reduction in R&D expenses as part of the funding agreement with Blackstone

and a $100 million charge in the first quarter of 2025 for the achievement of a developmental milestone related to the 2024 acquisition

of EyeBio.

Non-GAAP

other (income) expense, net, was $318 million of expense in the first quarter of 2026 compared with $75 million of expense in the first

quarter of 2025. The unfavorability was primarily due to higher net interest expense.

The

non-GAAP income tax provision for the first quarter of 2026 was $957 million on a pretax loss of $2.2 billion, resulting in a non-GAAP

effective income tax rate of (43.5)%. This effective income tax rate includes a 57.6 percentage point unfavorable impact of the charge

for the acquisition of Cidara, for which no tax benefit was recorded.

Non-GAAP

loss per share was $1.28 for the first quarter of 2026 compared with earnings per share of $2.22 for the first quarter of 2025, primarily

driven by a $3.62 per share charge included in the first quarter of 2026 for the acquisition of Cidara.

- 7 -

reconciliation of GAAP to non-GAAP net (loss) income and EPS is provided in the table that follows.

First Quarter

$ in millions, except EPS amounts

2026

2025

EPS

GAAP EPS

$ (1.72 )

$ 2.01

Difference

0.44

0.21

Non-GAAP EPS that excludes items listed below3

$ (1.28 )

$ 2.22

Net (Loss) Income

GAAP net (loss) income2

$ (4,240 )

$ 5,079

Difference

1,084

532

Non-GAAP net (loss) income that excludes items listed below2,3

$ (3,156 )

$ 5,611

Excluded Items:

Acquisition- and divestiture-related costs4

$ 1,046

$ 647

Restructuring costs

466

105

Income from investments in equity securities

(180 )

(107 )

Increase to net loss / decrease to net income before taxes

1,332

645

Estimated income tax benefit5

(248 )

(113 )

Increase to net loss / decrease to net income

$ 1,084

$ 532

Pipeline

and Portfolio Highlights

the first quarter, the Company continued to advance its pipeline, achieving significant regulatory and clinical milestones across a broad

range of therapeutic areas.

· Oncology:

o U.S.

Food and Drug Administration (FDA) approved KEYTRUDA and KEYTRUDA QLEX plus paclitaxel, with

or without bevacizumab, for the treatment of certain adults with PD-L1+ (combined positive

score [CPS] ≥1) platinum-resistant ovarian cancer, based on Phase 3 KEYNOTE-B96 trial.

§ The

European Commission (EC) also approved this KEYTRUDA regimen for this population.

o In

April, FDA approved a label update for KEYTRUDA QLEX based on results from Phase 2 MK-3475A-F11

trial, which evaluated patient-reported preference for subcutaneous administration of KEYTRUDA

QLEX over intravenous administration of KEYTRUDA in participants with multiple tumor types.

o In

April, FDA granted priority review for ifinatamab deruxtecan (I-DXd) for certain adults with

previously treated extensive-stage small cell lung cancer, based on Phase 2 Ideate-Lung01

trial. I-DXd is part of the Company’s collaboration with Daiichi Sankyo.

§ FDA

set Prescription Drug User Fee Act (PDUFA) date of Oct. 10, 2026.

o FDA

accepted for priority review supplemental applications for WELIREG in combination with KEYTRUDA

or KEYTRUDA QLEX for the adjuvant treatment of certain patients with RCC, based on the Phase

3 LITESPARK-022 trial.

§ FDA

set PDUFA date of June 19, 2026.

Includes the estimated income tax impacts on the reconciling items based on applying the statutory rate of the originating territory

of the non-GAAP adjustments for all periods presented.

- 8 -

o FDA

accepted supplemental applications for WELIREG plus Lenvima in certain previously treated

patients with advanced RCC, based on the Phase 3 LITESPARK-011 trial. Lenvima is being developed

as part of a collaboration with Eisai Co., Ltd (Eisai).

§ FDA

set PDUFA date of Oct. 4, 2026.

o Announced

positive results from Phase 3 KEYNOTE-B15 trial (also known as EV-304) demonstrating KEYTRUDA

plus Padcev reduced the risk of event-free survival (EFS) events by 47% and reduced the risk

of death by 35% in cisplatin-eligible patients with muscle-invasive bladder cancer (MIBC)

when given before and after surgery.

§ KEYNOTE-B15

is the sixth study demonstrating overall survival (OS) with a KEYTRUDA-based regimen in an

earlier-stage cancer.

o In

April, FDA granted priority review for KEYTRUDA and KEYTRUDA QLEX, each with Padcev, for

cisplatin-eligible patients with MIBC, based on the Phase 3 KEYNOTE-B15 trial.

§ FDA

set PDUFA date of Aug. 17, 2026.

o In

a pre-specified interim analysis of the Phase 3 LITESPARK-012 study, compared to KEYTRUDA

plus Lenvima, the triplet combination therapy of KEYTRUDA plus Lenvima plus WELIREG, as well

as the combination of MK-1308A (an investigational fixed dose coformulation of KEYTRUDA and

the anti-CTLA-4 antibody quavonlimab) plus Lenvima, did not show a statistically significant

improvement in the primary endpoints of progression-free survival and OS in patients with

advanced clear cell RCC.

o In

the Phase 3 KEYNOTE-975 study, compared to placebo plus definitive chemoradiotherapy (dCRT),

KEYTRUDA plus dCRT did not show a statistically significant improvement in the primary endpoint

of EFS in certain patients with locally advanced unresectable esophageal carcinoma.

o In

a prespecified interim analysis of the Phase 3 KEYNOTE-866 study, compared to perioperative

placebo plus neoadjuvant chemotherapy, perioperative KEYTRUDA plus neoadjuvant chemotherapy

did not show a statistically significant improvement in the primary endpoint of EFS in patients

with cisplatin-eligible MIBC who underwent radical cystectomy and pelvic lymph node dissection.

· Vaccines

and Infectious Diseases:

o In

April, FDA approved once-daily IDVYNSO, an oral, two-drug, single-tablet regimen of doravirine/islatravir

(DOR/ISL) for the treatment of certain adults with virologically suppressed HIV-1, based

on Phase 3 MK-8591A-051 and MK-8591A-052 trials. IDVYNSO was also approved in Japan for these

patients in March.

o Presented

data from three Phase 3 trials evaluating DOR/ISL at the 33rd Conference on Retroviruses

and Opportunistic Infections (CROI), including:

§ Results

from Phase 3 MK-8591A-053 trial demonstrated that DOR/ISL is the first two-drug regimen that

does not include an integrase strand transfer inhibitor to demonstrate non-inferiority and

similar safety profile at Week 48 versus bictegravir/emtricitabine/tenofovir alafenamide6 [(50

mg/200 mg/25 mg) (BIC/FTC/TAF)] in adults living with HIV-1 who had not previously received

antiretroviral treatment.

Bictegravir/emtricitabine/tenofovir alafenamide (BIKTARVY) is a registered trademark of Gilead Sciences, Inc.

- 9 -

§ Results

from the Phase 3 MK-8591A-052 and MK-8591A-051 trials demonstrated that DOR/ISL maintained

virologic suppression at Week 96 in adults with virologically suppressed HIV-1 who switched

from other antiretroviral therapies, including BIC/FTC/TAF.

o In

April, EC approved ENFLONSIA for the prevention of respiratory syncytial virus (RSV) lower

respiratory tract disease in newborns and infants during their first RSV season, based on

Phase 2b/3 CLEVER and Phase 3 SMART trials.

o Announced

positive second RSV season results from Phase 3 SMART trial evaluating the safety, efficacy

and pharmacokinetics of ENFLONSIA in infants and children at increased risk for severe RSV

disease over two RSV seasons.

o European

Medicines Agency’s Committee for Medicinal Products for Human Use (CHMP) adopted positive

opinion for an expanded indication for CAPVAXIVE for active immunization against invasive

pneumococcal disease and pneumococcal pneumonia in certain children and adolescents

at increased risk of pneumococcal disease.

· Cardiometabolic

and Respiratory:

o Presented

new data at the American College of Cardiology’s Annual Scientific Session and Expo (ACC.26)

including:

§ Positive

results from Phase 3 CORALreef AddOn trial demonstrated significantly greater LDL-C reductions

at eight weeks compared to guideline-recommended oral non-statin therapies when added to

background statins. This is the third positive Phase 3 study of enlicitide.

§ Positive

data from Phase 2 CADENCE trial provided definitive proof-of-concept for WINREVAIR in adults

with the syndrome of combined post- and precapillary pulmonary hypertension and heart failure

with preserved ejection fraction (CpcPH-HFpEF). Totality of evidence supports advancing development

of WINREVAIR for this distinct patient population into a registrational Phase 3 study.

· Animal

Health:

o FDA

approved NUMELVI for dogs, the first and only second-generation Janus kinase (JAK) inhibitor

indicated for the control of pruritus associated with allergic dermatitis in dogs 6 months

of age and older.

· Business

Development:

o Announced

an agreement to acquire Terns Pharmaceuticals, Inc. (Terns) through a subsidiary.

- 10 -

§ Expands

hematology pipeline with the addition of TERN-701, an investigational oral allosteric BCR::ABL1

tyrosine kinase inhibitor currently in Phase 1/2 development for certain patients with chronic

myeloid leukemia (CML).

§ Transaction

expected to close in May.

Notable

recent news releases on the Company’s pipeline and portfolio are provided in the table that follows. Visit the News Releases section

of the Company’s website to read the releases.*

Oncology

KEYTRUDA

and KEYTRUDA QLEX, Plus Paclitaxel ± Bevacizumab, FDA Approved for Certain Adults With PD-L1+ (CPS ≥1) Platinum-Resistant

Ovarian Carcinoma as Second- or Third-Line Treatment; Based on Results From Phase 3 KEYNOTE-B96 Trial

Approved KEYTRUDA Plus Paclitaxel ± Bevacizumab for Treatment of Adults With PD-L1 (CPS ≥1) Platinum-Resistant Recurrent

Ovarian Carcinoma Who Have Received One or Two Prior Systemic Treatment Regimens; Based on Results From Phase 3 KEYNOTE-B96 Trial

I-DXd

Granted Priority Review in U.S. for Adult Patients With Previously Treated Extensive-Stage Small Cell Lung Cancer Who Experienced

Disease Progression on or After Platinum-Based Chemotherapy; Based on Results From Phase 2 Ideate-Lung01 Trial; FDA Set PDUFA Date

of Oct. 10, 2026

FDA

Granted Priority Review for KEYTRUDA and KEYTRUDA QLEX, Each With Padcev, for Cisplatin-Eligible Patients With MIBC; Based on Results

From Phase 3 KEYNOTE-B15 Trial; FDA Set PDUFA Date of Aug. 17, 2026

KEYTRUDA

Plus Padcev Reduced Risk of EFS Events by 47% and Risk of Death by 35% for Cisplatin-Eligible Patients With MIBC When Given Before

and After Surgery; Results From Phase 3 KEYNOTE-B15 Trial

KEYTRUDA

Plus Paclitaxel With or Without Bevacizumab Significantly Improved Key Secondary Endpoint of OS Versus Paclitaxel With or Without

Bevacizumab in Patients With Platinum-Resistant Recurrent Ovarian Cancer; Results From Phase 3 KEYNOTE-B96 Trial

KEYTRUDA

Plus WELIREG Given as Adjuvant Therapy Reduced Risk of Disease Recurrence or Death by 28% Compared to KEYTRUDA Monotherapy in Certain

Patients With Earlier-Stage RCC; Results From Phase 3 LITESPARK-022 Trial; FDA Set PDUFA Date of June 19, 2026 for WELIREG in

combination with KEYTRUDA or KEYTRUDA QLEX

WELIREG

Plus Lenvima Reduced the Risk of Disease Progression or Death by 30% Compared to Cabozantinib in Certain Previously Treated Patients

With RCC; Results From Phase 3 LITESPARK-011 Trial; FDA Set PDUFA Date of Oct. 4, 2026

The

Company and Eisai Provided Update on Phase 3 LITESPARK-012 Trial Evaluating First-Line Combination Treatments for Certain Patients

With Advanced RCC

Vaccines

and Infectious Diseases

FDA

Approved the Company’s Once-Daily IDVYNSO for Adults With Virologically Suppressed

HIV-1; Based on Results From Phase 3 MK-8591A-051 and MK-8591A-052

Trials

The

Company Announced Late-Breaking Data From Three Phase 3 Trials Evaluating DOR/ISL, an Investigational, Once-Daily, Two-Drug Regimen

for the Treatment of Adults Living With HIV-1, at CROI 2026

Approved ENFLONSIA for the Prevention of RSV Lower Respiratory Tract Disease in Infants During Their First RSV Season; Based on Results

From Phase 2b/3 CLEVER and Phase 3 SMART Trials

The

Company Announced Positive New Data for ENFLONSIA for Infants and Children Under 2 Years of Age at Increased Risk for Severe RSV

Disease Over Two RSV Seasons; Results From Phase 3 SMART Trial

The

Company Presented New Data Reinforcing Long-Term Efficacy of GARDASIL 9 and GARDASIL at the EUROGIN International Multidisciplinary

HPV Congress 2026

- 11 -

Cardiometabolic

and Respiratory

Enlicitide

Decanoate, an Investigational Oral PCSK9 Inhibitor, Demonstrated Significantly Greater LDL-C Reductions at Eight Weeks Compared to

Guideline-Recommended Oral Non-Statin Therapies When Added to Background Statins; Results From Phase 3 CORALreef AddOn Trial

Positive

Data From Phase 2 CADENCE Trial Provided Definitive Proof-of-Concept for WINREVAIR in Adults With the Syndrome of CpcPH-HFpEF

Ophthalmology

The

Company Initiated Pivotal Phase 2b/3 Trial Evaluating MK-8748, an Investigational Bispecific Tie2 Agonist/VEGF Inhibitor, for the

Treatment of Neovascular Age-Related Macular Degeneration

Animal

Health

FDA

Approved NUMELVI for Dogs – First and Only Second-Generation JAK Inhibitor for the Control of Pruritus Associated With Allergic

Dermatitis

Research

The

Company and Mayo Clinic Announced New Research and Development Collaboration to Support AI-Enabled Drug Discovery and Precision Medicine

The

Company and Google Cloud Partnered To Accelerate Agentic AI Enterprise Transformation

*References

to the Company’s name in the above news release titles have been modified for the purpose of this announcement.

Upcoming

Investor Event

The

Company will hold an Oncology Investor Event to coincide with the 2026 American Society of Clinical Oncology Annual Meeting on Monday,

June 1, 2026, 6 p.m. CT, during which senior management will provide an update on the Company’s oncology strategy and

program. The event will take place in Chicago and will be accessible via live audio webcast at this weblink.

Full-Year

2026 Financial Outlook

The

following table summarizes the Company’s full-year financial outlook.

Full Year 2026

Updated

Prior

Sales*

$65.8 billion to $67.0 billion

$65.5 billion to $67.0 billion

Non-GAAP Gross margin3

Approximately 82%

Non-GAAP Operating expenses3**

$36.0 billion to $36.8 billion

$35.9 billion to $36.9 billion

Non-GAAP Other (income) expense, net3

Approximately $1.3 billion expense

Non-GAAP Effective income tax rate3

23.5% to 24.5%

Non-GAAP EPS3***

$5.04 to $5.16

$5.00 to $5.15

Share count (assuming dilution)

Approximately 2.48 billion

*The

Company does not have any non-GAAP adjustments to sales.

**Includes

a one-time charge of $9.0 billion for the acquisition of Cidara. Outlook does not reflect the proposed acquisition of Terns or assume

any additional significant potential business development transactions.

***Includes

a one-time charge of $3.62 per share for the acquisition of Cidara.

The

Company has not provided a reconciliation of forward-looking non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other (income)

expense, net, non-GAAP effective income tax rate and non-GAAP EPS to the most directly comparable GAAP measures, given it cannot predict

with reasonable certainty the amounts necessary for such a reconciliation, including intangible asset impairment charges, legal settlements,

and income and losses from investments in equity securities either owned directly or through ownership interests in investment funds,

without unreasonable effort. These items are inherently difficult to forecast and could have a significant impact on the Company’s

future GAAP results.

- 12 -

The

Company now anticipates full-year 2026 sales to be between $65.8 billion and $67.0 billion, including a positive impact from foreign

exchange of approximately 1% at mid-April 2026 exchange rates.

The

Company continues to expect the full-year non-GAAP effective income tax rate to be between 23.5% and 24.5% including the impact of the

non-tax-deductible one-time charge for the acquisition of Cidara.

The

Company now expects full-year 2026 non-GAAP EPS to be between $5.04 and $5.16, including a positive impact from foreign exchange of approximately

$0.10 per share at mid-April 2026 exchange rates. This range includes a one-time charge of $9.0 billion, or $3.62 per share, related

to the acquisition of Cidara. In 2025, non-GAAP EPS of $8.98 was negatively impacted by one-time charges of $0.20 per share in the aggregate

related to certain business development transactions.

April 2026, the Company announced a tender offer to acquire Terns. The Company’s financial outlook does not reflect this transaction,

which is expected to be accounted for as an asset acquisition and result in a one-time charge of approximately $5.8 billion, or approximately

$2.35 per share. In addition, taking into consideration operational investment to advance TERN-701, as well as the cost of financing

the transaction, the Company also anticipates EPS will be negatively impacted by approximately $0.12 over the remainder of 2026 following

the close, which is expected in May.

The

financial outlook does not assume additional significant potential business development transactions.

Earnings

Conference Call

Investors,

journalists and the general public may access a live audio webcast of the call on Thursday, April 30, at 9 a.m. ET via this weblink.

A replay of the webcast, along with the sales and earnings news release, supplemental financial disclosures and slides highlighting

the results, will be available on the Company’s website.

All

participants may join the call by dialing (800) 369-3351 (U.S. and Canada Toll-Free) or (517) 308-9448 and using the access code 9818590.

About

Our Company

Merck & Co., Inc., Rahway, N.J., USA, known as MSD outside of the United States and Canada, we are unified around our purpose:

We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to

humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical

company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention

and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day

to enable a safe, sustainable and healthy future for all people and communities.

- 13 -

Forward-Looking

Statement of Merck & Co., Inc., Rahway, N.J., USA

This

news release of Merck & Co., Inc., Rahway, N.J., USA (the “Company”) includes “forward-looking statements”

within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based

upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There

can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that

they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual

results may differ materially from those set forth in the forward-looking statements.

Risks

and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest

rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United

States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained

by competitors; challenges inherent in new product development, including obtaining regulatory approval; the Company’s ability

to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies

and sovereign risk; dependence on the effectiveness of the Company’s patents and other protections for innovative products; and

the exposure to litigation, including patent litigation, and/or regulatory actions.

The

Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events

or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements

can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s

other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

Appendix

Generic

product names are provided below.

Pharmaceutical

BRIDION (sugammadex)

CAPVAXIVE (Pneumococcal 21-valent Conjugate Vaccine)

ENFLONSIA

(clesrovimab-cfor)

GARDASIL (Human

Papillomavirus Quadrivalent [Types 6, 11, 16 and 18] Vaccine, Recombinant)

GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant)

IDVYNSO

(doravirine/islatravir)

JANUMET (sitagliptin and metformin HCl)

- 14 -

JANUVIA (sitagliptin)

KEYTRUDA (pembrolizumab)

KEYTRUDA QLEX (pembrolizumab and berahyaluronidase alfa-pmph)

LAGEVRIO (molnupiravir)

Lenvima (lenvatinib)

Lynparza (olaparib)

M-M-R II (Measles, Mumps and Rubella Virus Vaccine Live)

OHTUVAYRE (ensifentrine)

PREVYMIS (letermovir)

PROQUAD (Measles, Mumps, Rubella and Varicella Virus Vaccine Live)

VARIVAX (Varicella Virus Vaccine Live)

ROTATEQ (Rotavirus Vaccine, Live, Oral, Pentavalent)

WELIREG (belzutifan)

WINREVAIR (sotatercept-csrk)

Animal

Health

BRAVECTO (fluralaner)

NUMELVI

(atinvicitinib tablets)

###

- 15 -

Media

Contacts:

Investor

Contacts:

Michael

Levey

michael.levey@msd.com

John

Cummins

john.cummins2@msd.com

Peter

Dannenbaum

(732)

594-1579

Steven

Graziano

(732)

594-1583

- 16 -

MERCK

& CO., INC., RAHWAY, N.J., USA

CONSOLIDATED

STATEMENT OF OPERATIONS - GAAP

(AMOUNTS

IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table

GAAP

1Q26

1Q25

Change

Sales

$ 16,286

$ 15,529

5 %

Costs, Expenses and Other

Cost of sales

4,195

3,419

23 %

Selling, general and administrative

2,700

2,552

6 %

Research and development

12,592

3,621

Restructuring costs

195

Other (income) expense, net

138

(35 )

(Loss) Income Before Taxes

(3,534 )

5,903

Income Tax Provision

709

818

Net (Loss) Income

(4,243 )

5,085

Less: Net (Loss) Income Attributable to Noncontrolling Interests

(3 )

Net (Loss) Income Attributable to Merck & Co., Inc., Rahway, N.J., USA

$ (4,240 )

$ 5,079

(Loss) Earnings per Common Share Assuming Dilution (1)

$ (1.72 )

$ 2.01

Average Shares Outstanding Assuming Dilution (1)

2,472

2,531

Tax Rate

-20.1 %

13.9 %

100% or greater

(1)

Because the Company recorded a net loss in the first quarter of 2026, no potential dilutive common shares were used in the computation

of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK & CO., INC., RAHWAY, N.J., USA

FIRST QUARTER 2026 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2a

GAAP

Acquisition-

and

Divestiture-

Related Costs (1)

Restructuring

Costs (2)

(Income)

Loss from

Investments in

Equity

Securities

Adjustment

Subtotal

Non-GAAP

First Quarter

Cost of sales

$ 4,195

1,014

237

1,251

$ 2,944

Selling, general and administrative

2,700

2,668

Research and development

12,592

12,558

Restructuring costs

195

–

Other (income) expense, net

138

(180 )

318

Loss Before Taxes

(3,534 )

(1,046 )

(466 )

180

(1,332 )

(2,202 )

Income Tax Provision (Benefit)

709

(202 )(3)

(85 )(3)

39 (3)

(248 )

957

Net Loss

(4,243 )

(844 )

(381 )

141

(1,084 )

(3,159 )

Net Loss Attributable to Merck

& Co., Inc., Rahway, N.J., USA

(4,240 )

(844 )

(381 )

141

(1,084 )

(3,156 )

Loss

per Common Share Assuming Dilution (4)

$ (1.72 )

(0.34 )

(0.16 )

0.06

(0.44 )

$ (1.28 )

Tax Rate

-20.1 %

-43.5 %

Only

the line items that are affected by non-GAAP adjustments are shown.

The

Company is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they

have on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances

investors’ understanding of the Company’s results because management uses non-GAAP measures to assess performance. Management

uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other

metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP

pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior

to, information prepared in accordance with GAAP.

(1)

Amounts included in cost of sales reflect expenses for the amortization of intangible assets, as well as the recognition of fair

value step-up of inventories related to the 2025 Verona Pharma plc acquisition. Amounts included in selling, general and administrative

expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures.

(2)

Amounts primarily include employee separation costs, accelerated depreciation and asset impairment charges associated with facilities

to be closed or divested, as well as contractual termination costs, associated with activities under the Company's formal restructuring

programs.

(3)

Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the

non-GAAP adjustments.

(4)

Because the Company recorded a net loss in the first quarter of 2026, no potential dilutive common shares were used in the computation

of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK

& CO., INC., RAHWAY, N.J., USA

FRANCHISE

/ KEY PRODUCT SALES

(AMOUNTS

IN MILLIONS)

(UNAUDITED)

Table

2026

2025

Full

Year

Nom

Ex-Exch

TOTAL

SALES (1)

$ 16,286

$ 15,529

$ 15,806

$ 17,276

$ 16,400

$ 65,011

PHARMACEUTICAL

14,349

13,638

14,050

15,611

14,843

58,142

Oncology

Keytruda

7,906

7,205

7,956

8,142

8,337

31,641

Keytruda

Qlex

128

Alliance

Revenue – Lynparza (2)

341

312

370

379

389

1,450

Alliance

Revenue – Lenvima (2)

256

258

265

258

272

1,053

-1

-2

Welireg

199

137

162

196

220

716

Alliance

Revenue – Reblozyl (3)

148

119

107

136

164

525

Vaccines

(4)

Gardasil/Gardasil

1,069

1,327

1,126

1,749

1,031

5,233

-19

-22

ProQuad/M-M-R

II/Varivax

538

539

609

684

619

2,451

-2

RotaTeq

206

228

121

204

119

673

-10

-11

Vaxneuvance

202

230

229

226

140

825

-12

-16

Capvaxive

142

107

129

244

279

759

Enflonsia

100

Cardiometabolic

& Respiratory

Winrevair

525

280

336

360

467

1,443

Ohtuvayre

131

178

Alliance

Revenue - Adempas/Verquvo (5)

109

106

123

112

129

470

Adempas

(6)

312

Infectious

Diseases

Bridion

472

441

461

439

499

1,841

Prevymis

272

208

228

266

275

978

Zerbaxa

312

Delstrigo

306

Isentress/Isentress

325

-34

-36

Dificid

247

-59

Lagevrio

102

138

380

-73

Diabetes

Januvia

367

549

372

382

302

1,604

-33

Janumet

207

247

251

243

199

940

-16

-18

Other

Pharmaceutical (7)

774

865

703

1,004

770

3,340

-11

-12

ANIMAL

HEALTH

1,791

1,588

1,646

1,615

1,505

6,354

Livestock

1,064

924

961

1,023

987

3,896

Companion

Animal

727

664

685

592

518

2,458

Other

Revenues (8)

146

303

110

515

-52

Sum

of quarterly amounts may not equal year-to-date amounts due to rounding.

(1)

Only select products are shown.

(2)

Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs.

(3)

Alliance Revenue represents royalties.

(4)

Total Vaccines sales were $2,314 million and $2,607 million in the first quarter of 2026 and 2025, respectively.

(5)

Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of

cost of sales and commercialization costs.

(6)

Net product sales in the Company's marketing territories.

(7)

Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $161 million and

$44 million in the first quarter of 2026 and 2025, respectively.

(8)

Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues,

including revenue-hedging activities. Other Revenues related to the receipt of milestone payments for out-licensed products were $132

million and $95 million in the first quarter of 2026 and 2025, respectively.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2612241d1_ex99-2.htm · Sequence: 3

Exhibit

99.2

MERCK

& CO., INC., RAHWAY, N.J., USA

CONSOLIDATED

STATEMENT OF OPERATIONS - GAAP

(AMOUNTS

IN MILLIONS, EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table

2026

2025

% Change

Full Year

Sales

$ 16,286

$ 15,529

$ 15,806

$ 17,276

$ 16,400

$ 65,011

5 %

Costs, Expenses and Other

Cost of sales

4,195

3,419

3,557

3,855

5,551

16,382

23 %

Selling, general and administrative

2,700

2,552

2,649

2,633

2,898

10,733

6 %

Research and development

12,592

3,621

4,048

4,234

3,886

15,789

Restructuring costs

195

560

213

889

Other (income) expense, net

138

(35 )

(7 )

(238 )

432

151

(Loss) Income Before Taxes

(3,534 )

5,903

4,999

6,745

3,420

21,067

Income Tax Provision

709

818

571

958

458

2,804

Net (Loss) Income

(4,243 )

5,085

4,428

5,787

2,962

18,263

Less: Net (Loss) Income Attributable to Noncontrolling Interests

(3 )

(1 )

Net (Loss) Income Attributable to Merck & Co., Inc., Rahway, N.J., USA

$ (4,240 )

$ 5,079

$ 4,427

$ 5,785

$ 2,963

$ 18,254

(Loss) Earnings per Common Share Assuming Dilution (1)

$ (1.72 )

$ 2.01

$ 1.76

$ 2.32

$ 1.19

$ 7.28

Average Shares Outstanding Assuming Dilution (1)

2,472

2,531

2,513

2,498

2,488

2,507

Tax Rate

-20.1 %

13.9 %

11.4 %

14.2 %

13.4 %

13.3 %

100% or greater

Sum

of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Because the Company recorded a net loss in the first quarter of 2026, no potential dilutive common shares were used in the computation of loss per common share assuming dilution as the effect would have been anti-dilutive.

MERCK & CO.,

INC., RAHWAY, N.J., USA

FIRST QUARTER

2025 GAAP TO NON-GAAP RECONCILIATION

(AMOUNTS IN MILLIONS,

EXCEPT PER SHARE FIGURES)

(UNAUDITED)

Table 2b

GAAP

Acquisition-and

Divestiture-Related

Costs (1)

Restructuring

Costs (2)

(Income)

Loss

from

Investments

in Equity

Securities

Adjustment

Subtotal

Non-GAAP

First Quarter

Cost of sales

$ 3,419

620

656

$ 2,763

Selling,

general and administrative

2,552

2,529

Research

and development

3,621

3,614

Restructuring

costs

–

Other (income)

expense, net

(35 )

(3 )

(107 )

(110 )

Income

Before Taxes

5,903

(647 )

(105 )

107

(645 )

6,548

Income

Tax Provision (Benefit)

818

(117 )(3)

(18 )(3)

22 (3)

(113 )

931

Net Income

5,085

(530 )

(87 )

(532 )

5,617

Net Income

Attributable to Merck & Co., Inc., Rahway, N.J., USA

5,079

(530 )

(87 )

(532 )

5,611

Earnings

per Common Share Assuming Dilution

$ 2.01

(0.21 )

(0.03 )

0.03

(0.21 )

$ 2.22

Tax

Rate

13.9 %

14.2 %

Only the line items that are affected

by non-GAAP adjustments are shown.

The Company is providing certain non-GAAP

information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business

performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the Company’s

results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally for planning and

forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation,

including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP information

presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP.

(1) Amounts included in cost

of sales primarily reflect expenses for the amortization of intangible assets. Amounts included in selling, general and administrative

expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. Amounts included in research

and development expenses reflect the amortization of intangible assets.

(2) Amounts primarily include

employee separation costs, accelerated depreciation and asset impairments associated with facilities to be closed or divested related

to activities under the Company's formal restructuring programs.

(3) Represents the estimated

tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments.

MERCK & CO., INC.,

RAHWAY, N.J., USA

FRANCHISE / KEY PRODUCT

SALES

FIRST QUARTER 2026

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3a

Global

U.S.

International

1Q 2026

1Q 2025

% Change

1Q 2026

1Q 2025

% Change

1Q 2026

1Q 2025

% Change

TOTAL SALES (1)

$ 16,286

$ 15,529

$ 9,164

$ 8,522

$ 7,122

$ 7,007

PHARMACEUTICAL

14,349

13,638

8,512

7,927

5,837

5,711

Oncology

Keytruda

7,906

7,205

4,599

4,308

3,307

2,897

Keytruda Qlex

128

106

Alliance Revenue – Lynparza (2)

341

312

149

145

192

168

Alliance Revenue – Lenvima (2)

256

258

-1

176

186

-5

Welireg

199

137

152

123

Alliance Revenue – Reblozyl (3)

148

119

128

101

Vaccines (4)

Gardasil/Gardasil 9

1,069

1,327

-19

485

536

-10

585

790

-26

ProQuad/M-M-R II/Varivax

538

539

409

423

-3

129

116

RotaTeq

206

228

-10

165

164

-35

Vaxneuvance

202

230

-12

123

139

-11

-15

Capvaxive

142

107

118

106

Enflonsia

-1

Cardiometabolic & Respiratory

Winrevair

525

280

477

268

Ohtuvayre

131

Alliance Revenue - Adempas/Verquvo (5)

109

106

109

-100

Adempas (6)

Infectious Diseases

Bridion

472

441

427

378

-29

Prevymis

272

208

135

102

138

106

Zerbaxa

Delstrigo

-34

Isentress/Isentress HD

-34

-31

-38

Dificid

-59

-67

-10

Lagevrio

102

-73

-54

-83

Diabetes

Januvia

367

549

-33

252

344

-27

116

204

-43

Janumet

207

247

-16

139

182

-23

Other Pharmaceutical (7)

774

865

-11

167

227

-26

605

637

-5

ANIMAL HEALTH

1,791

1,588

519

502

1,272

1,086

Livestock

1,064

924

211

194

853

730

Companion Animal

727

664

308

419

356

Other Revenues (8)

146

303

-52

133

210

-94

*200% or greater

Sum of U.S. plus international may not equal global due to rounding.

(1)

Only select products are shown.

(2)

Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs.

(3)

Alliance Revenue represents royalties.

(4)

Total Vaccines sales were $2,314 million and $2,607 million on a global basis in the first quarter of 2026 and 2025, respectively.

(5)

Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of

cost of sales and commercialization costs.

(6)

Net product sales in the Company's marketing territories.

(7)

Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $161 million and

$44 million on a global basis in the first quarter of 2026 and 2025, respectively.

(8)

Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues,

including revenue-hedging activities. Other Revenues related to the receipt of milestone payments for out-licensed products

were $132 million and $95 million in the first quarter of 2026 and 2025, respectively.

MERCK & CO., INC., RAHWAY, N.J., USA

PHARMACEUTICAL GEOGRAPHIC SALES

(AMOUNTS IN MILLIONS)

(UNAUDITED)

Table 3b

2026

2025

% Change

Full

Year

TOTAL PHARMACEUTICAL

$ 14,349

$ 13,638

$ 14,050

$ 15,611

$ 14,843

$ 58,142

United States

8,512

7,927

8,328

9,493

8,662

34,409

% Pharmaceutical Sales

59.3 %

58.1 %

59.3 %

60.8 %

58.4 %

59.2 %

Europe (1)

2,725

2,384

2,551

2,675

2,839

10,449

% Pharmaceutical Sales

19.0 %

17.5 %

18.2 %

17.1 %

19.1 %

18.0 %

Latin America

624

589

654

691

644

2,578

% Pharmaceutical Sales

4.3 %

4.7 %

4.4 %

4.3 %

4.4 %

Asia Pacific (other than China and Japan)

569

535

609

593

586

2,323

% Pharmaceutical Sales

4.0 %

3.9 %

4.3 %

3.8 %

4.0 %

Japan

535

651

604

693

684

2,632

-18

% Pharmaceutical Sales

3.7 %

4.8 %

4.3 %

4.4 %

4.6 %

4.5 %

Eastern Europe/Middle East/Africa

413

435

451

365

348

1,598

-5

% Pharmaceutical Sales

2.9 %

3.2 %

2.3 %

2.7 %

China (2)

353

668

407

377

364

1,816

-47

% Pharmaceutical Sales

2.5 %

4.9 %

2.9 %

2.4 %

2.5 %

3.1 %

Canada

137

125

135

134

153

547

% Pharmaceutical Sales

1.0 %

0.9 %

1.0 %

0.9 %

1.0 %

0.9 %

Other

481

324

311

590

563

1,790

% Pharmaceutical Sales

3.3 %

2.4 %

2.1 %

3.9 %

3.8 %

3.2 %

Sum of quarterly amounts may not equal year-to-date amounts due to rounding.

(1) Europe represents all European Union countries, the European Union accession markets and the United Kingdom.

(2)

Gardasil/Gardasil 9 sales in China were $0 million and $193 million in the first quarter of 2026 and 2025, respectively.

MERCK

& CO., INC., RAHWAY, N.J., USA

OTHER

(INCOME) EXPENSE, NET - GAAP

(AMOUNTS

IN MILLIONS)

(UNAUDITED)

Table

OTHER (INCOME) EXPENSE, NET

1Q26

1Q25

Interest income

$ (35 )

$ (109 )

Interest expense

479

313

Exchange losses

Income from investments in equity securities,

net (1)

(168 )

(90 )

Net periodic defined benefit plan (credit) cost other than service cost

(134 )

(148 )

Other, net

(42 )

(91 )

Total

$ 138

$ (35 )

(1)

Includes net realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership

interests in investment funds. Unrealized gains and losses from investments that are directly owned are determined at the end of the

reporting period, while gains and losses from ownership interests in investment funds are accounted for on a one quarter lag.

GRAPHIC

Filename: tm2612241d1_ex99-1img001.jpg · Sequence: 8

Binary file (1976 bytes)

Download tm2612241d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Apr. 30, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 30, 2026

Entity File Number

1-6571

Entity Registrant Name

Merck & Co., Inc.

Entity Central Index Key

0000310158

Entity Tax Identification Number

22-1918501

Entity Incorporation, State or Country Code

Entity Address, Address Line One

126 East Lincoln Avenue

Entity Address, City or Town

Rahway

Entity Address, State or Province

Entity Address, Postal Zip Code

07065

City Area Code

908

Local Phone Number

740-4000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock

Title of 12(b) Security

Common

Stock ($0.50 par value)

Trading Symbol

MRK

Security Exchange Name

NYSE

1.875% Notes due 2026

Title of 12(b) Security

1.875% Notes due 2026

Trading Symbol

MRK/26

Security Exchange Name

NYSE

3.250% Notes due 2032

Title of 12(b) Security

3.250% Notes due 2032

Trading Symbol

MRK/32

Security Exchange Name

NYSE

2.500% Notes due 2034

Title of 12(b) Security

2.500% Notes due 2034

Trading Symbol

MRK/34

Security Exchange Name

NYSE

1.375% Notes due 2036

Title of 12(b) Security

1.375% Notes due 2036

Trading Symbol

MRK 36A

Security Exchange Name

NYSE

3.500% Notes due 2037

Title of 12(b) Security

3.500% Notes due 2037

Trading Symbol

MRK/37

Security Exchange Name

NYSE

3.700% Notes due 2044

Title of 12(b) Security

3.700% Notes due 2044

Trading Symbol

MRK/44

Security Exchange Name

NYSE

3.750% Notes due 2054

Title of 12(b) Security

3.750% Notes due 2054

Trading Symbol

MRK/54

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec1.875NotesDue2026Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec3.250NotesDue2032Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec2.500NotesDue2034Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec1.375NotesDue2036Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec3.500NotesDue2037Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec3.700NotesDue2044Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=mrk_Sec3.750NotesDue2054Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: