Bristol-Myers Squibb (BMY) director boosts holdings via deferred share units

Rhea-AI Filing Summary

Bristol-Myers Squibb Company director reports deferred share units transaction

A Bristol-Myers Squibb Company director filed a report of ownership for a transaction dated 12/31/2025. The filing discloses the acquisition of 926.956 Deferred Share Units, which are derivative securities that will ultimately be settled in shares of common stock. These units generally become settleable when the director ceases to serve on the board or at a future date the director has previously chosen.

Following this transaction, the director beneficially owns 63,174.032 Deferred Share Units. The filing notes that this amount includes deferred compensation and dividends that have been reinvested under Bristol-Myers Squibb’s 1987 Deferred Compensation Plan for Non-Employee Directors. This reflects ongoing use of the company’s director compensation and deferral programs rather than a cash purchase on the open market.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Samuels Theodore R. II

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

ROUTE 206 AND PROVINCE LINE ROAD

(Street)

PRINCETON NJ 08543

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units	(1)	12/31/2025		A		926.956		(1)	(1)	Common Stock, $0.10 par value	926.956	$0	63,174.032(2)	D

Explanation of Responses:

1. Each Deferred Share Unit will be converted into a share of common stock upon settlement. The Deferred Share Units become settleable when the reporting person ceases to be a director or at a future date previously specified by the reporting person.

2. Includes deferred compensation and dividends reinvested under the 1987 Deferred Compensation Plan for Non-Employee Directors.

Remarks:

	/s/ Amy Fallone, attorney-in-fact for Theodore R. Samuels	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Bristol-Myers Squibb (BMY) disclose in this Form 4?

The filing reports that a Bristol-Myers Squibb director acquired 926.956 Deferred Share Units on 12/31/2025 under a company compensation and deferral arrangement.

How many Bristol-Myers Squibb (BMY) deferred share units does the director now own?

After the reported transaction, the director beneficially owns 63,174.032 Deferred Share Units, including deferred compensation and reinvested dividends under the 1987 Deferred Compensation Plan for Non-Employee Directors.

What are Deferred Share Units in the Bristol-Myers Squibb (BMY) director plan?

Each Deferred Share Unit represents a right to receive one share of Bristol-Myers Squibb common stock upon settlement, typically when the director ceases to be a director or at a future date previously specified by the director.

When will the Bristol-Myers Squibb (BMY) director’s Deferred Share Units be settled?

The Deferred Share Units become settleable when the reporting person ceases to be a director or at a future date the director has previously specified.

Does the Bristol-Myers Squibb (BMY) Form 4 involve deferred compensation and dividends?

Yes. The filing states that the reported holdings include deferred compensation and dividends reinvested under the company’s 1987 Deferred Compensation Plan for Non-Employee Directors.

Is the Bristol-Myers Squibb (BMY) director a 10% owner according to this filing?

No. The relationship section shows the box checked for Director only, and not for 10% Owner or other roles.