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

Rhea-AI Filing Summary

Form 8-K – Item 5.02 (Departure of Certain Officers)

On 25 July 2025, Bristol-Myers Squibb Company (NYSE: BMY) reported that Dr. Samit Hirawat, Executive Vice President, Chief Medical Officer & Head of Development, will step down from these roles effective 1 August 2025 and will fully exit the company on or before 1 November 2025. During the interim period he will act as an advisor.

Separation terms

• Cash severance governed by the U.S. Severance Benefits Plan.
• Pro-rated vesting of outstanding Market Share Units and Performance Share Units under the 2021 Stock Award & Incentive Plan.
• Prorated 2025 annual incentive under the Senior Executive Performance Incentive Plan.

No successor, strategic changes, or financial impact projections were disclosed. A related press release is furnished as Exhibit 99.1.

Positive

• None.

Negative

• Departure of Chief Medical Officer & Head of Development removes a key executive overseeing clinical pipeline.
• No successor named, leaving short-term uncertainty in development leadership.

Insights

Corporate Governance Expert

TL;DR: Loss of CMO signals leadership change but terms suggest orderly transition; financial impact unspecified.

The CMO oversees clinical strategy and pipeline execution, so his departure removes a key decision-maker for late-stage assets. However, giving him an advisory role through 1 Nov 2025 and honoring pro-rated incentives indicates the board expects an orderly hand-off rather than abrupt disruption. Severance appears routine; no accelerated equity or special payouts were noted beyond plan provisions. Absence of a named successor could create short-term uncertainty until the role is filled, yet the filing contains no red flags such as cause-related termination or pipeline delays. Overall, governance processes look intact, making the event modestly negative but not materially so.

Pharmaceutical Industry Analyst

TL;DR: Executive exit is noteworthy but lacks disclosure of pipeline delays; investor impact likely limited near term.

Dr. Hirawat led development during several key approvals, so investors track his influence. The company’s commitment to normal severance and pro-rated equity implies a standard separation rather than controversy. Because no clinical program changes or guidance revisions accompany the news, immediate earnings outlook remains unchanged. Nevertheless, until a successor is announced, analysts may apply a small execution discount to late-stage assets reliant on experienced leadership. Impact is therefore neutral to slightly negative, contingent on speed of replacement.

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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 21, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On July 25, 2025, Bristol-Myers Squibb Company (the “Company”) announced that Dr. Samit Hirawat, Chief Medical Officer and Head of Development, will leave the Company by November 1, 2025. In connection with his departure, Dr. Hirawat will transition from his current role as Executive Vice President, Chief Medical Officer and Head of Development, effective August 1, 2025, to become an advisor to the Company.

(e)  In connection with his departure, Dr. Hirawat will be entitled to (i) severance benefits in accordance with the Company’s U.S. Severance Benefits Plan, (ii) pro-rated vesting of Market Share Units (MSUs) and Performance Share Units (PSUs), in each case, in accordance with the Company’s equity award agreements under the Company’s 2021 Stock Award and Incentive Plan, and (iii) a prorated annual incentive payout for 2025 in accordance with the Company’s Senior Executive Performance Incentive Plan.

A copy of the press release announcing the departure of Dr. Hirawat is attached to this report as Exhibit 99.1.

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 25, 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 25, 2025	By:	/s/ Amy Fallone
	Name:	Amy Fallone
	Title:	Corporate Secretary

FAQ

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

To disclose the planned departure of Dr. Samit Hirawat, its Chief Medical Officer & Head of Development, under Item 5.02.

When will Dr. Samit Hirawat leave Bristol-Myers Squibb?

Effective 1 Aug 2025 he steps down and will leave completely by 1 Nov 2025.

What severance benefits will Dr. Hirawat receive?

Cash severance under the U.S. Severance Benefits Plan, pro-rated MSU/PSU vesting, and a pro-rated 2025 annual incentive payout.

Was a replacement for the CMO announced?

No successor was named in the filing; the company only stated that Dr. Hirawat will serve as an advisor during transition.

Does the 8-K mention any impact on BMY’s drug pipeline or financial guidance?

The filing provides no information about pipeline changes or guidance adjustments.