[8-K] Bristol-Myers Squibb Co. Reports Material Event

Rhea-AI Filing Summary

Bristol-Myers Squibb (BMY) filed an 8-K on 31-Jul-2025 to furnish, rather than file, its second-quarter 2025 earnings materials.

• Item 2.02: Exhibit 99.1 is the press release containing Q2-25 results.
• Item 7.01: Exhibit 99.2 is an investor presentation used for the 8:00 a.m. ET conference call.
• Both exhibits include non-GAAP figures with GAAP reconciliations; no financial metrics appear in the body of the 8-K itself.
• The furnished status limits Exchange Act §18 liability and prevents automatic incorporation into future filings unless specifically referenced.
• No other material transactions, governance changes or financing actions were disclosed.

The filing also lists NYSE-traded securities—common stock, 1.750 % notes due 2035, and Celgene CVRs—and contains standard emerging-growth-company and Regulation FD boilerplate.

Insights

Financial Analyst

TL;DR: Procedural 8-K furnishes Q2-25 earnings press release and slides; no numbers, thus limited direct market impact.

This 8-K merely alerts investors to separate documents (Ex. 99.1 & 99.2) that hold Bristol-Myers Squibb’s Q2-25 performance data and strategic commentary. Because the exhibits are furnished, they carry reduced legal liability and will not be automatically rolled into future filings. The company follows standard practice ahead of its earnings call, so there is no new qualitative or quantitative information here. Market impact should stem from the actual press release, not this procedural notice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

_____________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

_____________________________

Delaware			001-01136			22-0790350
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S Employer Identification No.)

Route 206 & Province Line Road, Princeton, New Jersey 08543

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (609) 252-4621

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.10 Par Value			BMY			New York Stock Exchange
1.750% Notes due 2035			BMY35			New York Stock Exchange
Celgene Contingent Value Rights			CELG RT			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2025, Bristol-Myers Squibb Company (the “Company”) issued a press release (the “Earnings Press Release”) on its website at www.bms.com announcing its financial results for the second quarter of 2025. A copy of the Earnings Press Release is furnished pursuant to this Item 2.02 as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein in its entirety. Other than the Earnings Press Release, the information contained in or connected to the Company's website is not deemed to be incorporated by reference in this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 31, 2025, the Company posted on its website at www.bms.com a presentation (the “Bristol Myers Presentation”) on certain financial and operating initiatives available for viewing during the Company’s conference call and webcast announcing its financial results for the second quarter of 2025 at 8:00 a.m. Eastern time. A copy of the Bristol Myers Presentation is furnished pursuant to this Item 7.01 as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein in its entirety. The Earnings Press Release and the Bristol Myers Presentation include references to non-GAAP financial information. Reconciliations between the non-GAAP financial measures and the comparable GAAP financial measures and the reasons for the presentation of such non-GAAP financial measures, are available in the Earnings Press Release which is included as Exhibit 99.1 hereto. The Bristol Myers Presentation should be read in conjunction with the Earnings Press Release. The Company reserves the right to discontinue availability of the Bristol Myers Presentation from its website at any time.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by the Company under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. Additionally, the submission of the information set forth in this Item 7.01 is not deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.						Description
99.1						Press release of Bristol-Myers Squibb Company dated July 31, 2025
99.2						Presentation Materials of Bristol-Myers Squibb Company dated July 31, 2025
104						The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

BRISTOL-MYERS SQUIBB COMPANY

Dated: July 31, 2025

By:

/s/ Amy Fallone

Name:

Amy Fallone

Title:

Corporate Secretary

FAQ

Why did Bristol-Myers Squibb (BMY) file this Form 8-K?

To furnish its Q2-25 earnings press release (Ex. 99.1) and accompanying investor presentation (Ex. 99.2).

Does the 8-K include Bristol-Myers Squibb’s Q2-25 financial numbers?

No. The filing body contains no metrics; financial details are only in Exhibit 99.1.

When will BMY discuss its Q2-25 results?

Management scheduled a conference call and webcast for 8:00 a.m. Eastern Time on 31-Jul-2025.

Are the furnished exhibits considered "filed" with the SEC?

No. They are furnished under Items 2.02 and 7.01, limiting Exchange Act §18 liability.

Which Bristol-Myers securities are listed in the filing?

BMY common stock, 1.750 % notes due 2035 (ticker BMY35), and Celgene contingent value rights (CELG RT).