Bristol-Myers Squibb Insider Award: 204k RSUs to Chief Medical Officer

Rhea-AI Filing Summary

Bristol-Myers Squibb (BMY) – Form 4 filing: EVP & Chief Medical Officer Cristian Massacesi reported the grant of 204,691 Restricted Stock Units (RSUs) on 08/01/2025. Each RSU converts into one share of BMY common stock upon vesting at no exercise cost.

Key terms:

• Vesting schedule: 25 % each year on the 1st–4th anniversaries of the grant date (first tranche 08/01/2026; final tranche 08/01/2029).
• Ownership after grant: Massacesi now holds 204,691 derivative securities directly.
• Transaction code: “A” (award) – no open-market purchase or sale occurred.

The award represents <0.01 % of BMY’s ~2.1 bn shares outstanding, so dilution is immaterial. The filing signals long-term incentive alignment but has no immediate earnings or cash-flow impact; therefore market effect should be minimal.

Positive

• Long-term incentive alignment: Four-year RSU vesting encourages executive retention and focus on shareholder value.
• No cash cost to company today: RSUs are non-cash until vesting, preserving near-term liquidity.

Negative

• Potential share dilution: 204,691 new shares will be issued over four years, albeit <0.01 % of float.

Insights

Corporate Governance Expert

TL;DR: Routine incentive grant; aligns C-suite interests with shareholders, negligible dilution.

The 204,691-unit RSU award follows standard executive-comp policy. Four-year vesting creates retention leverage while deferring dilution over time. Because the grant equals roughly 0.009 % of outstanding shares, capitalization impact is de minimis. No dispositions were reported, so insider sentiment cannot be inferred beyond customary equity compensation.

Portfolio Manager

TL;DR: Neutral event; does not change valuation or thesis on BMY.

From a portfolio standpoint the filing is not price-moving. It neither signals insider buying with personal capital nor announces operational news. The staggered vesting encourages the EVP to focus on long-term drug pipeline milestones, but dilution and EPS effect are immaterial for a mega-cap like BMY. I classify the disclosure as compliance-driven and not impactful to position sizing.

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
Estimated average burden
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^*

Massacesi Cristian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP,Chief Med Offr,Head of Dev

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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
Restricted Stock Units	(1)	08/01/2025		A		204,691		(2)	08/01/2029	Common Stock, $0.10 par value	204,691	$0	204,691	D

Explanation of Responses:

1. Each restricted stock unit converts into one share of common stock upon vesting.

2. The restricted share units will vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date.

Remarks:

	/s/ Sophie M. Bail, attorney-in-fact for Cristian Massacesi	08/05/2025
	** 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

How many Bristol-Myers Squibb shares were granted in this Form 4?

The EVP received 204,691 Restricted Stock Units, each convertible into one common share.

What is the vesting schedule for the 204,691 RSUs reported by BMY?

The RSUs vest in four equal annual installments on 08/01/2026, 2027, 2028, and 2029.

Did the insider buy or sell BMY shares on the open market?

No. The filing shows an “A” (award) code, indicating a grant, not a purchase or sale.

Will this RSU grant materially dilute existing Bristol-Myers Squibb shareholders?

Dilution is immaterial (<0.01 % of shares outstanding), spread over four years.

Does the Form 4 impact BMY’s current earnings or cash flow?

No immediate impact; RSUs are non-cash and only affect share count upon future vesting.