Published
## Filings that contain financial statements - **8-K filed August 4, 2026** (accession 0001104659-26-090045): Exhibit 99.1 furnishes Merck's second-quarter 2026 results, including an income-statement summary (sales, GAAP/non-GAAP net income and EPS), product-level sales detail, and an expense/GAAP-to-non-GAAP reconciliation table. Exhibit 99.2 furnishes supplemental data. - **8-K filed April 30, 2026** (accession 0001104659-26-052081): Exhibit 99.1 furnishes first-quarter 2026 results in the same format (income statement summary, sales by product, expense detail, GAAP-to-non-GAAP reconciliation). - **8-K filed February 3, 2026** (accession 0001104659-26-009495): Exhibit 99.1 furnishes fourth-quarter and full-year 2025 results, including full-year income statement summary and sales tables for 2025 vs. 2024. - **8-K filed October 30, 2025** (accession 0001104659-25-103974): Exhibit 99.1 furnishes third-quarter 2025 results (income statement summary, sales detail, expense/EPS reconciliation). - **8-K filed July 29, 2025** (accession 0001104659-25-071380): Exhibit 99.1 furnishes second-quarter 2025 results. - **8-K filed April 24, 2025** (accession 0001104659-25-038301): Exhibit 99.1 furnishes first-quarter 2025 results (income statement summary, sales detail, expense/EPS reconciliation). - **8-K filed February 4, 2025** (accession 0001104659-25-008863): Exhibit 99.1 furnishes fourth-quarter and full-year 2024 results. - **10-K filed February 24, 2026** (accession 0000310158-26-000063): full-year 2025 audited financial statements, including Note 3 (Acquisitions) with detail on the Verona Pharma and Cidara Therapeutics transactions. - **10-Q filed August 7, 2026** (accession 0000310158-26-000212): the Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Comprehensive (Loss) Income each present both three-month and six-month columns for the periods ended June 30, 2026 and 2025, so Q2 2026 three-month income-statement data is available here. The Condensed Consolidated Statement of Cash Flows, however, presents only six-month columns (including cash-flow lines for the Cidara and Terns acquisitions) — three-month Q2 2026 cash-flow data is not in this filing and must be sourced elsewhere. ## Earnings and guidance - **Second quarter 2026 (reported August 4, 2026; accession 0001104659-26-090045)**: Worldwide sales were $16.6 billion, up 5% (4% ex-FX). GAAP loss per share was $0.54 and non-GAAP loss per share was $0.13, both driven by a $2.31-per-share charge for the acquisition of Terns Pharmaceuticals. Merck narrowed and raised full-year 2026 sales guidance to $66.3–$67.3 billion and non-GAAP EPS guidance to $2.66–$2.76, an outlook that includes $2.43 per share of charges tied to the Terns acquisition and its financing. - **First quarter 2026 (reported April 30, 2026; accession 0001104659-26-052081)**: Worldwide sales were $16.3 billion, up 5% (3% ex-FX). GAAP loss per share was $1.72 and non-GAAP loss per share was $1.28, both due to a $3.62-per-share charge for the acquisition of Cidara Therapeutics. Merck narrowed and raised the midpoint of full-year 2026 sales guidance to $65.8–$67.0 billion and non-GAAP EPS guidance to $5.04–$5.16 (a range that excluded any impact from the then-pending Terns acquisition). - **Fourth quarter and full-year 2025 (reported February 3, 2026; accession 0001104659-26-009495)**: Fourth-quarter sales were $16.4 billion (up 5%); full-year 2025 sales were $65.0 billion (up 1%, 2% ex-FX). Full-year GAAP EPS was $7.28 and non-GAAP EPS was $8.98. For full-year 2026, Merck guided to worldwide sales of $65.5–$67.0 billion and non-GAAP EPS of $5.00–$5.15, reflecting a roughly $3.65-per-share one-time charge for the Cidara acquisition. - **Third quarter 2025 (reported October 30, 2025; accession 0001104659-25-103974)**: Sales were $17.3 billion, up 4% (3% ex-FX); GAAP EPS was $2.32 and non-GAAP EPS was $2.58. Merck raised and narrowed full-year 2025 EPS guidance to $8.93–$8.98 non-GAAP and narrowed sales guidance to $64.5–$65.0 billion. - **Second quarter 2025 (reported July 29, 2025; accession 0001104659-25-071380)**: Sales were $15.8 billion, down 2%, largely on a steep decline in Gardasil/Gardasil 9 sales in China. GAAP EPS was $1.76 and non-GAAP EPS was $2.13, both reduced by a $0.07-per-share charge tied to closing a license agreement with Jiangsu Hengrui Pharmaceutical. Full-year 2025 guidance was narrowed to $64.3–$65.3 billion in sales and $8.87–$8.97 in non-GAAP EPS, excluding any impact from the newly announced Verona Pharma acquisition. - **First quarter 2025 (reported April 24, 2025; accession 0001104659-25-038301)**: Worldwide sales were $15.5 billion, down 2% (up 1% ex-FX). GAAP EPS was $2.01 and non-GAAP EPS was $2.22. Merck disclosed an exclusive license agreement with Hengrui Pharma for an investigational oral Lp(a) inhibitor, expected to close in the second quarter of 2025, and reaffirmed full-year 2025 sales guidance of $64.1–$65.6 billion while narrowing non-GAAP EPS guidance to $8.82–$8.97 to reflect an estimated $0.06-per-share charge tied to the Hengrui agreement. - **Fourth quarter and full-year 2024 (reported February 4, 2025; accession 0001104659-25-008863)**: Fourth-quarter sales were $15.6 billion, up 7%; full-year 2024 sales were $64.2 billion, up 7% (10% ex-FX), led by 18% growth in Keytruda. Full-year 2025 guidance issued at this time (later superseded) called for full-year 2025 sales of $64.1–$65.6 billion and non-GAAP EPS of $8.88–$9.03. Across this period, sales growth has consistently been driven by continued strength in Keytruda/Keytruda Qlex, the Winrevair launch, and Animal Health, while Gardasil/Gardasil 9 (largely China-driven), Januvia/Janumet and Lagevrio have declined. GAAP results in the first half of 2026 were pushed to a net loss almost entirely by one-time IPR&D charges from the Cidara and Terns acquisitions rather than by underlying operating weakness. ## Mergers and acquisitions - **Cidara Therapeutics, Inc. — closed January 2026.** Merck completed the acquisition of Cidara for approximately $9.2 billion (including payments to settle share-based equity awards), gaining Cidara's lead drug-Fc conjugate candidate MK-1406 (formerly CD388), a long-acting antiviral for seasonal and pandemic influenza. Merck recorded an approximately $9.0 billion research-and-development charge for acquired in-process R&D with no alternative future use in the first quarter of 2026. This transaction is disclosed in the Form 10-K filed February 24, 2026 (accession 0000310158-26-000063) and in the first- and second-quarter 2026 earnings releases; the deal was disclosed in these periodic reports rather than in a dedicated Form 8-K. - **Terns Pharmaceuticals, Inc. — announced April 2026, closed May 2026.** Merck's April 30, 2026 earnings release (accession 0001104659-26-052081) disclosed that in April 2026 the company announced a tender offer to acquire Terns and its lead candidate MK-4208 (formerly TERN-701), a novel candidate for chronic myeloid leukemia, expected to close in May 2026. The acquisition closed in May 2026 for total consideration of $6.8 billion (including $606 million to settle share-based equity awards), per the Form 10-Q filed August 7, 2026 (accession 0000310158-26-000212). Merck recorded a $5.7 billion R&D charge for the acquired IPR&D, reflected in second-quarter 2026 results (accession 0001104659-26-090045). - **Verona Pharma plc — announced July 2025, closed October 7, 2025.** The July 29, 2025 earnings release (accession 0001104659-25-071380) disclosed a definitive agreement to acquire Verona Pharma and its approved COPD treatment Ohtuvayre, expected to close in the fourth quarter of 2025. The October 30, 2025 earnings release (accession 0001104659-25-103974) confirmed the acquisition had completed that month. Per the Form 10-K filed February 24, 2026 (accession 0000310158-26-000063), total consideration was $10.4 billion (including payments to settle share-based equity awards), and Merck recorded a $12.1 billion Ohtuvayre intangible asset. - **TARGAN — completed July 2026.** Merck's Animal Health business completed the acquisition of TARGAN, a privately held developer of biodevice solutions for the poultry industry, for approximately $650 million, adding TARGAN's WingScan gender-identification technology and high-speed ocular spray vaccine-delivery capability to its commercial poultry portfolio. Per Note 2, Acquisitions, Research Collaborations and Licensing Agreements, to the Form 10-Q filed August 7, 2026 (accession 0000310158-26-000212), the transaction is expected to be accounted for as a business combination with no future contingent payments, and Merck recorded a $71 million unrealized gain on its pre-existing investment in TARGAN. The Form 8-K filed August 4, 2026 (accession 0001104659-26-090045), reporting second-quarter 2026 results, carried the completed acquisition as a headline item. ## Restructuring - **2025 Restructuring Program — approved July 25, 2025, disclosed July 29, 2025** (8-K accession 0001104659-25-071380, Item 2.05). Merck approved a new restructuring program eliminating certain sales, administrative and R&D positions, reducing its global real estate footprint, and optimizing its manufacturing network. Cumulative pretax implementation costs are estimated at approximately $3.0 billion (about 60% cash), with actions expected to be largely complete by the end of 2027 (manufacturing actions by the end of 2029). The program is expected to generate approximately $1.7 billion in annual cost savings, substantially realized by the end of 2027, as part of a broader multiyear optimization initiative targeting $3.0 billion in annual savings to be reinvested into growth areas. ## Capital actions — debt issuance - **May 22, 2026** (accession 0001628280-26-037738): Merck closed an underwritten public offering of $6.0 billion aggregate principal amount of notes across seven tranches (floating-rate notes due 2028 and fixed-rate notes due 2028, 2031, 2033, 2036, 2046 and 2056), issued under its shelf registration statement. - **December 4, 2025** (accession 0001628280-25-055388): Merck closed an underwritten public offering of approximately $8.0 billion aggregate principal amount of notes across eight tranches (floating-rate notes due 2029 and fixed-rate notes due 2029, 2031, 2032, 2035, 2046, 2055 and 2065). - **September 9, 2025** (accession 0000310158-25-000047): Merck closed an underwritten public offering of approximately $6.0 billion aggregate principal amount of notes across six tranches (floating-rate notes due 2027 and fixed-rate notes due 2027, 2030, 2032 and 2035, and 2055). ## Governance - **May 26, 2026 Annual Meeting of Shareholders** (8-K filed May 28, 2026, accession 0001104659-26-067509, Item 5.07): all thirteen director nominees were elected, executive compensation was approved on an advisory basis, and the appointment of the independent registered public accounting firm for 2026 was ratified. Three shareholder proposals — on a report on DEI risks in federal contracting, a report on healthcare coverage gaps, and a report on political contributions — were voted down. - **May 27, 2025 Annual Meeting of Shareholders** (accession 0001104659-25-054131): all thirteen director nominees were elected, executive compensation was approved on an advisory basis, and the auditor appointment was ratified. Several shareholder proposals (on human rights impact assessment, tax transparency, DEI goals and civil liberties in advertising) were voted down. - **November 19–22, 2024** (accession 0001104659-24-122027): The board elected Surendralal L. "Lal" Karsanbhai as a new director effective January 1, 2025, appointing him to the Audit and Governance Committees, and adopted amended and restated by-laws revising indemnification provisions for directors, officers, employees and agents. Merck's licensing and collaboration activity with partners such as Kelun-Biotech, Daiichi Sankyo, Gilead, AstraZeneca and Blackstone Life Sciences is disclosed in its periodic reports — the earnings releases and the Form 10-K/10-Q financial-statement notes cited above — rather than in a dedicated Form 8-K.