Bristol Myers Squibb CEO acquires 2,964 shares

The vesting included a 406-share performance adjustment, 1,724 shares withheld for taxes, and 2,966 market share units remaining.

Available on EDGAR 11/03/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bristol Myers Squibb CEO Christopher S. Boerner reported that 2,964 market share units vested on November 1, 2026, converting into 2,964 common shares. A performance-factor adjustment added 406 common shares, while 1,724 shares were withheld for taxes at a reported $62.48 per share. As of November 1, 2026, 2,966 market share units remained, and 125,439 common shares were held indirectly in a Spousal Lifetime Access Trust.

Insider Trade Summary

2,964 shares exercised/converted

Exercise 4 txns

Insider BOERNER CHRISTOPHER S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Market Share Units F5, F6	2,964	$0.00	$0.00
Exercise	Common Stock, $0.10 par value F1	2,964	$0.00	$0.00
Other	Common Stock, $0.10 par value F2	406	$0.00	$0.00
Tax Withholding	Common Stock, $0.10 par value F3	1,724	$62.48	$108K
Holding	Common Stock, $0.10 par value F4	--	--	--

Holdings After Transaction: Market Share Units — 2,966 contracts (Direct); Common Stock, $0.10 par value — 23,097 shares (Direct); Common Stock, $0.10 par value — 125,439 shares (Indirect, Trust (SLAT))

Footnotes (6)

1. F1. Represents vesting of one-quarter of market share units granted on November 1, 2023.
2. F2. Represents an upward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
3. F3. Shares withheld for payment of taxes upon vesting of awards.
4. F4. Shares held in a Spousal Lifetime Access Trust (SLAT).
5. F5. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%.
6. F6. Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date.

Key Figures

Market share units vested: 2,964 market share units Common shares acquired upon vesting: 2,964 shares Performance-factor adjustment: 406 common shares +4 more

7 metrics

Market share units vested 2,964 market share units November 1, 2026

Common shares acquired upon vesting 2,964 shares November 1, 2026

Performance-factor adjustment 406 common shares Upon vesting on November 1, 2026

Shares withheld for taxes 1,724 shares Upon vesting on November 1, 2026

Reported price per withheld share $62.48 per share Tax withholding upon vesting on November 1, 2026

Market share units remaining 2,966 market share units Following the November 1, 2026 transaction

Common shares held in SLAT 125,439 shares Indirect holding as of November 1, 2026

Key Terms

Market Share Units, payout factor, performance factor, Spousal Lifetime Access Trust (SLAT)

4 terms

Market Share Units financial

"vesting of market share units"

payout factor financial

"applying a payout factor to the target number of shares"

performance factor financial

"due to the performance factor"

Spousal Lifetime Access Trust (SLAT) financial

"held in a Spousal Lifetime Access Trust (SLAT)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many market share units vested for BMY's CEO?

Christopher S. Boerner reported vesting of 2,964 market share units on November 1, 2026, converting into 2,964 common shares. The award was granted on November 1, 2023, and one-quarter of the award vests on each of the first four anniversaries.

How many BMY shares were withheld for taxes?

1,724 common shares were withheld for payment of taxes upon vesting on November 1, 2026, at a reported $62.48 per share.

How is BMY's market share unit payout factor calculated?

The payout factor compares the average closing price on the measurement date and the nine prior trading days with the average stock price on the grant date, which is also a 10-day average. The minimum payout factor is 80% and the maximum is 225%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

BOERNER CHRISTOPHER S.

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

ROUTE 206 AND PROVINCE LINE ROAD

(Street)

PRINCETON NEW JERSEY 08543

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2026

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

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

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

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
Common Stock, $0.10 par value	11/01/2026		M		2,964(1)	A	$0	24,415	D
Common Stock, $0.10 par value	11/01/2026		J		406(2)	A	$0	24,821	D
Common Stock, $0.10 par value	11/01/2026		F		1,724(3)	D	$62.48	23,097	D
Common Stock, $0.10 par value								125,439(4)	I	Trust (SLAT)

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
Market Share Units	(5)	11/01/2026		M			2,964	(6)	11/01/2027	Common Stock, $0.10 par value	2,964	$0	2,966	D

Explanation of Responses:

1. Represents vesting of one-quarter of market share units granted on November 1, 2023.

2. Represents an upward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.

3. Shares withheld for payment of taxes upon vesting of awards.

4. Shares held in a Spousal Lifetime Access Trust (SLAT).

5. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%.

6. Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date.

Remarks:

	/s/ Amy Fallone, attorney-in-fact for Christopher Boerner	11/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)