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): November 3, 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)
|
(IRS 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. ☐
On November 3, 2025, Bristol-Myers Squibb Company (“Bristol Myers Squibb” or the “Company”) issued a press release announcing the
commencement of cash tender offers (the “Offers”) to purchase certain of its outstanding notes for an aggregate purchase price of up to $7 billion, subject to the Pool 1 Maximum and Pool 2 Maximum as described in the press release.
The Offers are subject to the terms and conditions described in the Company’s Offer to Purchase dated November 3, 2025 (as it may be
amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Offers.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
This Current Report on Form 8-K (including the exhibits attached hereto) is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The Offers are made only by, and pursuant to the terms of, the Offer to Purchase. The Offers do not constitute an offer to buy or the solicitation of an offer to sell the notes described herein in any jurisdiction in
which such offer or solicitation is unlawful. The Offers are void in all jurisdictions where they are prohibited.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
99.1
|
|
Press release of Bristol-Myers Squibb Company dated November 3, 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: November 3, 2025
|
By:
|
/s/ Amy Fallone
|
| |
Name:
|
Amy Fallone
|
| |
Title:
|
Senior Vice President and Corporate Secretary
|
