Executive Change · Bylaw Amendment

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) November 22, 2024 ( November 19, 2024 )   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, former address and former fiscal year, 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))   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.   ¨   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             Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   (d) Incorporated by reference is a press release issued by Merck & Co., Inc. (the “Company”) on November 22, 2024, attached as Exhibit 99.1, announcing the election of Surendralal L. “Lal” Karsanbhai to the Company’s Board of Directors (the “Board”), effective January 1, 2025. The Board appointed Mr. Karsanbhai as a member of both the Audit and Governance Committees of the Board.   For his service on the Board, Mr. Karsanbhai will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2024.   Mr. Karsanbhai has no arrangements or understandings with any other person pursuant to which he was elected to the Board, nor does he have a relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission in connection with his appointment as a director of the Company.   Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .   On November 19, 2024, the Board approved and adopted amended and restated by-laws of the Company (as so amended and restated, the “By-Laws”), effective as of such date. The amendments to the By-Laws revise and update the indemnification provisions applicable to the Company’s directors, officers, employees and agents. In addition, certain other non-substantive and conforming revisions were made to the By-Laws.   The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits .   (d) Exhibits     Exhibit 3.1 By-Laws of Merck & Co., Inc., as amended and restated on November 19, 2024.         Exhibit 99.1 Press release issued November 22, 2024.         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: November 22, 2024 By: /s/ Kelly E. W. Grez     Kelly E. W. Grez     Corporate Secretary