Bristol-Myers (BMY) insider filing: 1,235 RSUs vest; tax withholding noted

Rhea-AI Filing Summary

Wendy Short Bartie, EVP Corporate Affairs of Bristol-Myers Squibb Company (BMY), reported securities transactions on Form 4 showing restricted stock units vesting and shares withheld for taxes. On 09/01/2025, 1,235 restricted stock units converted into 1,235 shares of common stock (reported as acquisition at $0) under a vesting schedule that began 09/01/2023 and vests in four equal installments. Simultaneously, 632 shares were withheld to satisfy tax-withholding obligations at an indicated price of $47.18 per share. After these events, Ms. Bartie directly beneficially owned 5,669 shares.

Positive

• Clear disclosure of RSU vesting, conversion ratio, and tax-withholding amount
• Transaction labeled as compensation-related (vesting), indicating routine insider activity

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting with tax withholding; not a market-moving trade.

The Form 4 discloses standard issuance of vested restricted stock units converting into 1,235 shares and 632 shares withheld to cover taxes at $47.18 per share. This is a non-discretionary, compensation-related transaction rather than an open-market purchase or sale intended to change ownership position. The net effect is a modest change in direct holdings to 5,669 shares, which is small relative to a large-cap issuer like BMY and unlikely to be material to investors.

Corporate Governance Expert

TL;DR: Disclosure appears complete and compliant; transaction aligns with vesting schedule.

The filing indicates the RSUs vest in four equal installments beginning 09/01/2023 and each RSU converts into one share on vesting. Shares withheld for tax obligations are disclosed with price and amount. The form is signed by an attorney-in-fact, which is acceptable when authorized. No amendments or additional arrangements are disclosed.

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

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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^*

Short Bartie Wendy

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

ROUTE 206 & 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, Corporate Affairs

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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
Common Stock, $0.10 par value	09/01/2025		M		1,235(1)	A	$0	6,301	D
Common Stock, $0.10 par value	09/01/2025		F		632(2)	D	$47.18	5,669	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	(3)	09/01/2025		M			1,235	(1)	09/01/2026	Common Stock, $0.10 par value	1,235	$0	1,236	D

Explanation of Responses:

1. These restricted stock units vest in four equal installments beginning on September 1, 2023.

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

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

Remarks:

	/s/ Sophie M. Bail, attorney-in-fact for Wendy Short Bartie	09/03/2025
	** 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 Wendy Short Bartie report on Form 4 for BMY?

The filing reports conversion of 1,235 restricted stock units into 1,235 shares on 09/01/2025 and 632 shares withheld to pay taxes at $47.18 per share.

How many shares does Wendy Short Bartie beneficially own after the transactions?

After the reported transactions, she beneficially owns 5,669 shares directly.

Were these transactions open-market trades or vesting-related?

These were vesting-related transactions: RSUs converting to shares and shares withheld for tax withholding, not open-market purchases or discretionary sales.

When did the RSU vesting schedule begin and how do RSUs convert?

The RSU vesting schedule began on 09/01/2023, vests in four equal installments, and each RSU converts into one share upon vesting.

Who signed the Form 4 filing for Wendy Short Bartie?

The form was signed by Sophie M. Bail, attorney-in-fact, on 09/03/2025.