What are Bristol Myers (BMY) market share units mentioned in the filing?

Market share units are performance-based equity awards that convert into common stock using a payout factor. The factor compares average stock prices at grant and measurement dates, with a minimum 80% and maximum 225% payout range governing how many shares vest.

Bristol Myers (BMY) EVP vests units, 599 shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bristol Myers Squibb EVP and Chief Commercial Officer Adam Lenkowsky reported routine equity award activity involving market share units and common stock. On May 1, 2026, he exercised 1,373 market share units into common stock and recorded related adjustments tied to performance factors.

The filing shows 599 common shares were withheld at $58.22 per share to cover taxes upon vesting, which is not an open-market sale. An additional 203 shares were moved in an "other" transaction. Following these changes, he directly holds 20,508 common shares, plus indirect holdings through a spouse and a BMS savings plan.

Insider Trade Summary

1,373 shares exercised/converted

Mixed 6 txns

Insider Lenkowsky Adam

Role EVP, Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Market Share Units	1,373	$0.00	--
Exercise	Common Stock, $0.10 par value	1,373	$0.00	--
Other	Common Stock, $0.10 par value	203	$0.00	--
Tax Withholding	Common Stock, $0.10 par value	599	$58.22	$35K
holding	Common Stock, $0.10 par value	--	--	--
holding	Common Stock, $0.10 par value	--	--	--

Holdings After Transaction: Market Share Units — 1,375 shares (Direct, null); Common Stock, $0.10 par value — 20,508 shares (Direct, null); Common Stock, $0.10 par value — 5,978.223 shares (Indirect, BMS Savings and Investment Program)

Footnotes (1)

Represents vesting of one-quarter of market share units granted on May 1, 2023. Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor. Shares withheld for payment of taxes upon vesting of awards. Based on recent 401(k) plan statement. 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%.

Key Figures

Market share units exercised: 1,373 units Shares withheld for taxes: 599 shares at $58.22 Direct common shares after transactions: 20,508 shares +5 more

8 metrics

Market share units exercised 1,373 units Exercised into common stock on May 1, 2026

Shares withheld for taxes 599 shares at $58.22 Tax withholding upon vesting of awards

Direct common shares after transactions 20,508 shares Direct ownership following May 1, 2026 events

Spouse indirect holdings 2,993.491 shares Indirect ownership by spouse after transactions

Savings plan indirect holdings 5,978.223 shares BMS Savings and Investment Program balance

Minimum payout factor 80% Lower limit for market share unit payout

Maximum payout factor 225% Upper limit for market share unit payout

Remaining market share units 1,375 units Market share unit balance after exercise

Key Terms

market share units, tax-withholding disposition, BMS Savings and Investment Program, payout factor, +1 more

5 terms

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

BMS Savings and Investment Program financial

"nature_of_ownership: BMS Savings and Investment Program"

payout factor financial

"The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days"

performance factor financial

"downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:11 PM

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^*

Lenkowsky Adam

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.10 par value	05/01/2026		M		1,373⁽¹⁾	A	$0	20,508	D
Common Stock, $0.10 par value	05/01/2026		J		203⁽²⁾	D	$0	20,305	D
Common Stock, $0.10 par value	05/01/2026		F		599⁽³⁾	D	$58.22	19,706	D
Common Stock, $0.10 par value								5,978.223⁽⁴⁾	I	BMS Savings and Investment Program
Common Stock, $0.10 par value								2,993.491	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Market Share Units	⁽⁵⁾	05/01/2026		M			1,373	⁽¹⁾	05/01/2027	Common Stock, $0.10 par value	1,373	$0	1,375	D

Explanation of Responses:

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

2. Represents a downward 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. Based on recent 401(k) plan statement.

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%.

Remarks:

	/s/ Amy Fallone, attorney-in-fact for Adam Lenkowsky	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BMY executive Adam Lenkowsky report in this Form 4 filing?

Adam Lenkowsky reported routine equity award activity, including vesting and exercise of market share units into common stock. The filing shows tax-related share withholding and an internal share adjustment, rather than open-market buying or selling, with updated direct and indirect share holdings.

How many Bristol Myers (BMY) shares did Adam Lenkowsky acquire through award vesting?

He exercised 1,373 market share units into common stock on May 1, 2026. These units represent equity awards that convert into shares based on a payout factor linked to average stock prices at grant and measurement dates, subject to minimum and maximum payout limits.

Were any Bristol Myers (BMY) shares sold on the open market in this Form 4?

No open-market sales are shown. The 599 shares reported with code F were withheld at $58.22 per share to pay taxes upon vesting of awards. Tax withholding dispositions are administrative and differ from discretionary sales in the open market.

How many Bristol Myers (BMY) shares does Adam Lenkowsky hold after these transactions?

After the reported transactions, he directly holds 20,508 common shares. He also has indirect holdings of 2,993.491 shares through his spouse and 5,978.223 shares in the BMS Savings and Investment Program, according to the filing’s ownership details.

What does the tax withholding transaction mean in this BMY Form 4?

The tax withholding transaction reflects 599 shares used to satisfy tax obligations when awards vested. This is described as payment of tax liability by delivering securities, so it is a mechanistic disposition rather than a voluntary open-market sale decision by the executive.