Bristol Myers (NYSE: BMY) EVP reports equity award vesting

Rhea-AI Filing Summary

Bristol Myers Squibb executive vice president and chief research officer Robert M. Plenge reported multiple equity-compensation events in company stock. On March 10, 2026, prior market share units and performance shares vested and were exercised into a total of 17,501 shares of common stock, with 4,535 shares withheld at $60.13 per share to cover taxes.

Plenge also received new long-term incentives: 17,959 market share units and 26,939 performance share units scheduled to run to 2029, subject to performance certification by the board. Following these transactions, he holds 21,528 shares directly, plus indirect interests of 3,026.38 shares through the BMS Savings and Investment Program and 200 shares in a family trust. All actions reflect compensation vesting, internal adjustments, and tax withholding, with no open-market purchases or sales reported.

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

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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^*

Plenge Robert M

(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, Chief Research Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		1,107(1)	A	$0	16,946	D
Common Stock, $0.10 par value	03/10/2026		J		124(2)	D	$0	16,822	D
Common Stock, $0.10 par value	03/10/2026		F		436(3)	D	$60.13	16,386	D
Common Stock, $0.10 par value	03/10/2026		M		2,342(4)	A	$0	18,728	D
Common Stock, $0.10 par value	03/10/2026		J		253(2)	D	$0	18,475	D
Common Stock, $0.10 par value	03/10/2026		F		927(3)	D	$60.13	17,548	D
Common Stock, $0.10 par value	03/10/2026		M		14,052(5)	A	$0	31,600	D
Common Stock, $0.10 par value	03/10/2026		J		6,900(6)	D	$0	24,700	D
Common Stock, $0.10 par value	03/10/2026		F		3,172(3)	D	$60.13	21,528	D
Common Stock, $0.10 par value								3,026.38(7)	I	BMS Savings and Investment Program
Common Stock, $0.10 par value								200(8)	I	Family Trust

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	(9)	03/10/2026		M			1,107	(1)	03/10/2026	Common Stock, $0.10 par value	1,107	$0	0	D
Market Share Units	(9)	03/10/2026		M			2,342	(4)	03/10/2027	Common Stock, $0.10 par value	2,342	$0	2,342	D
Performance Shares	(10)	03/10/2026		M			14,052	(5)	03/10/2026	Common Stock, $0.10 par value	14,052	$0	0	D
Market Share Units	(11)	03/10/2026		A		17,959		(12)	03/10/2029	Common Stock, $0.10 par value	17,959	$0	17,959	D
Performance Shares	(13)	03/10/2026		A		26,939		(13)	03/10/2029	Common Stock, $0.10 par value	26,939	$0	26,939	D

Explanation of Responses:

1. Represents vesting of one-quarter market share units granted on March 10, 2022.

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. Represents vesting of one-quarter market share units granted on March 10, 2023.

5. Amount represents distribution of performance shares earned under the 2023-2025 Long-Term Performance Award.

6. Adjustment to award based on the performance factor applied in accordance with the terms of the award and certification of performance results by the Board.

7. Based on recent 401(k) plan statement.

8. Shares held in a family trust, where reporting person is a beneficiary.

9. 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%.

10. Each performance share unit converted into one share of common stock upon distribution in the first quarter of 2026.

11. 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 the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout.

12. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.

13. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2029, subject to certification of performance results by the Board.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Amy Fallone, attorney-in-fact for Robert M. Plenge	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did BMY executive Robert M. Plenge report in this Form 4?

Robert M. Plenge reported vesting and exercise of equity awards and new grants. Market share units and performance shares converted into common stock, with some shares withheld for taxes, and additional long-term incentive awards were granted that extend to 2029, subject to performance certification.

How many Bristol Myers (BMY) shares did Robert M. Plenge acquire through exercises?

He exercised derivative awards covering 17,501 underlying shares of Bristol Myers common stock. These came from market share units and performance share units that vested on March 10, 2026, converting into common stock as part of his long-term incentive compensation program.

How many BMY shares were withheld for taxes in Robert M. Plenge’s filing?

A total of 4,535 Bristol Myers common shares were withheld to pay taxes on vesting awards. These tax-withholding dispositions used a price of $60.13 per share and do not represent open-market sales or discretionary selling activity by the executive.

What new equity awards did Robert M. Plenge receive from Bristol Myers (BMY)?

He received 17,959 market share units and 26,939 performance share units as new grants. These derivative awards run to 2029 and will convert into common stock based on performance factors and board certification of results under the company’s long-term incentive plan.

How many Bristol Myers (BMY) shares does Robert M. Plenge hold after these transactions?

After the reported transactions, he holds 21,528 Bristol Myers common shares directly. In addition, he has indirect holdings of 3,026.38 shares through the BMS Savings and Investment Program and 200 shares in a family trust where he is a beneficiary.

Does this BMY Form 4 show open-market buying or selling by Robert M. Plenge?

The filing shows no open-market purchases or sales by Robert M. Plenge. Reported movements relate to vesting and exercise of equity awards, internal adjustments, and shares withheld to cover tax obligations associated with those compensation events.