Merck & Co. Inc.

09/09/2025 | Press release | Distributed by Public on 09/09/2025 14:33

Material Event (Form 8-K)

Item 8.01 Other Events.
On September 9, 2025, Merck & Co., Inc. (the "Company") closed an underwritten public offering of $500,000,000 aggregate principal amount of Floating Rate Notes due 2027 (the "Floating Rate Notes"), $750,000,000 aggregate principal amount of 3.850% Notes due 2027 (the "2027 Notes"), $750,000,000 aggregate principal amount of 4.150% Notes due 2030 (the "2030 Notes"), $1,000,000,000 aggregate principal amount of 4.550% Notes due 2032 (the "2032 Notes"), $1,750,000,000 aggregate principal amount of 4.950% Notes due 2035 (the "2035 Notes") and $1,250,000,000 aggregate principal amount of 5.700% Notes due 2055 (the "2055 Notes" and, together with the Floating Rate Notes, the 2027 Notes, the 2030 Notes, the 2032 Notes and the 2035 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 4.1to 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 and 4.6 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.
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