Bristol Myers CEO logs MSU vesting: 2,964; 1,238 withheld

Bristol Myers Squibb (BMY) disclosed insider equity activity by CEO and Director Christopher Boerner.

Rhea-AI Filing Summary

Bristol Myers Squibb (BMY) disclosed insider equity activity by CEO and Director Christopher Boerner. On 11/01/2025, 2,964 shares of common stock were acquired at $0 upon vesting of market share units. A 544‑share downward adjustment was recorded due to the performance factor, and 1,238 shares were withheld at $46.07 to cover taxes.

Following these transactions, the CEO directly held 1,182 shares. He also reported 125,439 shares held indirectly in a Spousal Lifetime Access Trust (SLAT). Derivative holdings show 5,930 market share units remaining. The award vests in four equal annual tranches, and payout is tied to a performance-based factor ranging from 80% to 225% based on 10-day average stock prices at grant and measurement dates.

Insider Trade Summary

2,964 shares exercised/converted

Exercise 5 txns

Insider BOERNER CHRISTOPHER S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Market Share Units	2,964	$0.00	$0.00
Exercise	Common Stock, $0.10 par value	2,964	$0.00	$0.00
Other	Common Stock, $0.10 par value	544	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.10 par value	1,238	$46.07	$57K
holding	Common Stock, $0.10 par value	--	--	--

Holdings After Transaction: Market Share Units — 5,930 contracts (Direct); Common Stock, $0.10 par value — 1,182 shares (Direct); Common Stock, $0.10 par value — 125,439 shares (Indirect, Trust (SLAT))

Footnotes (6)

1. F1. Represents vesting of one-quarter of market share units granted on November 1, 2023.
2. F2. Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
3. F3. Shares withheld for payment of taxes upon vesting of awards.
4. F4. Shares held in a Spousal Lifetime Access Trust (SLAT).
5. F5. 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%.
6. F6. Twenty-five percent of the market share unit award vest on each of the first, second, third and fourth anniversaries of the grant date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BMY disclose on the Form 4 for its CEO?

Vesting of market share units resulting in 2,964 shares acquired at $0 on 11/01/2025, a 544‑share performance adjustment, and 1,238 shares withheld at $46.07 for taxes.

How many BMY shares does the CEO own directly after these transactions?

Direct ownership is 1,182 shares of common stock.

What indirect BMY holdings were reported by the CEO?

125,439 shares are held indirectly in a Spousal Lifetime Access Trust (SLAT).

How many market share units does the CEO still hold after the vesting?

5,930 market share units remain outstanding as derivative securities.

What is the vesting schedule for the market share units?

25% vests on each of the first, second, third, and fourth anniversaries of the grant date.

How is the performance-based payout factor determined for BMY’s market share units?

The payout factor compares 10-day average prices at measurement and grant; the minimum is 80% and the maximum is 225%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/04/2025 - 05:18 PM Learn about SEC filing dates

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^*

BOERNER CHRISTOPHER S.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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	11/01/2025		M		2,964(1)	A	$0	2,964	D
Common Stock, $0.10 par value	11/01/2025		J		544(2)	D	$0	2,420	D
Common Stock, $0.10 par value	11/01/2025		F		1,238(3)	D	$46.07	1,182	D
Common Stock, $0.10 par value								125,439(4)	I	Trust (SLAT)

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	(5)	11/01/2025		M			2,964	(6)	11/01/2027	Common Stock, $0.10 par value	2,964	$0	5,930	D

Explanation of Responses:

1. Represents vesting of one-quarter of market share units granted on November 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. Shares held in a Spousal Lifetime Access Trust (SLAT).

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%.

6. Twenty-five percent of the market share unit award vest on each of the first, second, third and fourth anniversaries of the grant date.

Remarks:

	/s/Lisa A. Atkins, attorney-in-fact for Christopher Boerner	11/04/2025
	** 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.