8-KOther EventsExhibits & Filings

Merck & Co., Inc. 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (May 5, 2021)

Filed May 5, 2021For Securities:MRK

Summary

Merck & Co., Inc. (MRK) has filed an 8-K report to inform investors about a temporary trading suspension, or 'blackout period,' affecting its U.S. employee benefit plans. This blackout is directly related to the planned separation of Organon & Co. from Merck. During this period, participants in the Merck U.S. Savings Plan, MSD Employee Stock Purchase and Savings Plan, and MSD Puerto Rico Savings & Security Plan will be unable to make changes to their investments, obtain loans, or process distributions specifically concerning Merck common stock held within the plans. The blackout period is scheduled to commence on June 2, 2021, and is expected to conclude during the week of June 7, 2021. Additionally, Merck has notified its directors and executive officers of similar trading restrictions applicable to them, in accordance with Sarbanes-Oxley Act regulations. While the primary focus is on employee plans, this filing serves as a crucial disclosure for investors regarding potential operational impacts and regulatory compliance during the upcoming spin-off.

Key Highlights

  • 1Temporary trading suspension (blackout period) announced for Merck's U.S. 401(k) plans.
  • 2The blackout is linked to the planned separation of Organon & Co. from Merck.
  • 3Participants will be restricted from directing investments, obtaining loans, or making distributions of Merck common stock within the plans.
  • 4Blackout period is set to begin on June 2, 2021, and last through the week of June 7, 2021.
  • 5Directors and executive officers are also subject to stock trading restrictions during this period.
  • 6These restrictions are in compliance with Sarbanes-Oxley Act and related regulations.
  • 7Investors can contact Merck's Corporate Secretary for specific blackout period dates.

Frequently Asked Questions

The trading suspension, also known as a blackout period, is being implemented to facilitate the planned separation of Organon & Co. from Merck & Co., Inc. This allows for orderly transitions within the employee savings and investment plans related to the spin-off.

The blackout period directly affects participants in the Merck U.S. Savings Plan, the MSD Employee Stock Purchase and Savings Plan, and the MSD Puerto Rico Savings & Security Plan. Additionally, Merck's directors and executive officers are subject to parallel stock trading restrictions.

During the blackout period, participants in the affected 401(k) plans will be unable to direct or diversify their investments in Merck common stock, obtain a plan loan using these assets, or request distributions of their account balances related to Merck common stock held by the plan trust.

The blackout period is expected to begin at 4:00 p.m. Eastern Time on June 2, 2021, and is anticipated to continue through the week of June 7, 2021. Specific actual start and end dates can be obtained by contacting Merck's Corporate Secretary.