默沙东 2025年度报告

FORM10-K Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2025 OR Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File No.1-6571 Merck& Co., Inc. 126 East Lincoln AvenueRahwayNew Jersey07065(908)740-4000 22-1918501 (State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.) Securities Registered pursuant to Section12(b) of the Act: Securities Registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒Number of shares of Common Stock ($0.50par value) outstanding as of January31, 2026: 2,472,392,003. Aggregate market value of Common Stock ($0.50par value) held by non-affiliates on June30, 2025 based on the closing price on June30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter: approximately $198,051,000,000. Documents Incorporated by Reference: Part of Form 10-KPartIII Document Proxy Statement for the Annual Meeting of Shareholders to be held May26, 2026, to be filed with theSecurities and Exchange Commission within 120days after the close of the fiscal year covered by this report Table of Contents PartI Item 1.BusinessItem 1A.Risk FactorsCautionary Factors that May Affect Future ResultsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresExecutive Officers of the RegistrantPartIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary Data(a)Financial StatementsNotes to Consolidated Financial StatementsReport of Independent Registered Public Accounting FirmItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresManagement’s ReportItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPartIIIItem 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholderMattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accountant Fe