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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 4,558 | $0.00 | -- |
| Exercise | Common Stock, $0.10 par value | 4,558 | $0.00 | -- |
| Tax Withholding | Common Stock, $0.10 par value | 2,332 | $45.73 | $107K |
Footnotes (1)
- The restricted stock units vest in three equal installments beginning on October 2, 2024. Shares withheld for payment of taxes upon vesting of award. Each restricted stock unit converts into one share of common stock upon vesting.
