Bristol-Myers Squibb insider report: RSU vesting and tax-withholding

Rhea-AI Filing Summary

Cari Gallman, Executive Vice President and General Counsel at Bristol-Myers Squibb Company (BMY), reported a set of insider transactions on 10/02/2025. The filing shows 4,558 restricted stock units (RSUs) treated as acquired under rule code M and converted to shares upon vesting; those RSUs convert one-for-one into common stock when vested. The filing also discloses the disposition of 2,332 shares withheld to cover taxes on the award at an average price of $45.73. After these transactions, Ms. Gallman beneficially owns 11,066 shares of common stock.

The RSUs vest in three equal installments beginning on 10/02/2024, and the reported transactions reflect routine compensation vesting and tax-withholding actions rather than open-market purchases.

Positive

• 4,558 RSUs vested, converting one-for-one into common shares which increases beneficial ownership
• Transactions reflect routine compensation settlement and tax withholding, indicating standard administration rather than opportunistic trading

Negative

• 2,332 shares withheld to pay taxes at an average price of $45.73, reducing net new shares received
• Net beneficial ownership decreased from the gross vested amount to 11,066 shares after withholding

Insights

Corporate Governance Analyst

Routine executive compensation vesting and tax-withholding activity, not a new policy change.

The report documents the vesting conversion of 4,558 RSUs into common shares and the withholding of 2,332 shares to satisfy tax obligations at an average price of $45.73. This pattern is consistent with standard equity compensation administration following vest dates.

Key dependencies include the remaining vesting schedule (three equal installments starting 10/02/2024) and future withholding events tied to subsequent vesting dates; investors may note these are mechanical transactions with near-term liquidity impact on the reporting person's holdings.

Compensation & Equity Analyst

The transaction reduces outstanding personal share count modestly via tax withholding while adding vested shares to beneficial ownership.

The conversion of RSUs into shares increases beneficial ownership by the gross vested amount, but withholding of 2,332 shares lowers net received shares; the form reports 11,066 shares owned after the transactions. The listed acquisition code M and disposition code F reflect administrative settlement and tax withholding, not open-market trading for cash proceeds beyond tax obligations.

Watch the remaining vest schedule for additional tax-withholding events occurring on subsequent vest dates through the vesting term, which will affect future reported beneficial ownership.

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^*

Gallman Cari

(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, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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
Common Stock, $0.10 par value	10/02/2025		M		4,558(1)	A	$0	13,398	D
Common Stock, $0.10 par value	10/02/2025		F		2,332(2)	D	$45.73	11,066	D

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)	10/02/2025		M			4,558	(3)	10/02/2026	Common Stock, $0.10 par value	4,558	$0	4,559	D

Explanation of Responses:

1. The restricted stock units vest in three equal installments beginning on October 2, 2024.

2. Shares withheld for payment of taxes upon vesting of award.

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

Remarks:

	/s/ Sophie M. Bail, attorney-in-fact for Cari Gallman	10/06/2025
	** 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

What did Cari Gallman report on Form 4 for BMY?

The filing reports the vesting conversion of 4,558 RSUs and the withholding sale of 2,332 shares to cover taxes at an average price of $45.73 on 10/02/2025.

How many shares does Cari Gallman beneficially own after these transactions (BMY)?

Following the reported transactions, Cari Gallman beneficially owns 11,066 shares of Bristol-Myers Squibb common stock.

Why were shares sold in this Form 4 for BMY?

The filing indicates the disposition of 2,332 shares was for tax withholding upon vesting of an equity award, not an open-market sale for discretionary cash.

When do the RSUs vest for Cari Gallman's award?

The RSUs vest in three equal installments beginning on 10/02/2024, with each RSU converting into one share upon vesting.

What transaction codes appear on the Form 4 (BMY) and what do they mean?

The form uses code M (conversion/settlement upon vesting) for the RSU acquisition and code F for shares withheld to satisfy tax obligations.