Item 2.02. Results of Operations and Financial Condition.

The following information, including the exhibits hereto, is being furnished pursuant to this Item 2.02.

Incorporated by reference is a press release issued by Merck & Co., Inc. ("Merck") on October 27, 2022, regarding earnings for the third quarter of 2022, attached as Exhibit 99.1. Also incorporated by reference is certain supplemental information not included in the press release, attached as Exhibit 99.2.

This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangment of Certiain Officers.

(b) Merck announced that Kenneth C. Frazier, the Executive Chairman of Merck's Board of Directors (the "Board") will retire from the Board, effective November 30, 2022.

In addition, on October 26, 2022, the Board unanimously elected Robert M. Davis, Merck's current Chief Executive Officer and President as well as a Director on the Board to serve as Chairman of the Board, effective December 1, 2022.

On October 26, 2022, the Company issued a press release announcing the foregoing. The press release is attached as Exhibit 99.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits



       Exhibit     Press release issued October 27, 2022, regarding earnings for
     99.1        the third quarter of 2022

       Exhibit     Certain supplemental information not included in the press
     99.2        release

       Exhibit     Press release issued October 26, 2022, regarding the
     99.3        appointment of the Chairman of the Board of Directors

     Exhibit     Cover Page Interactive Data File (embedded within the Inline
     104         XBRL document)

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