STOCK TITAN

Bristol Myers (NYSE: BMY) CEO gets large equity grants and vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bristol Myers Squibb Chief Executive Officer Christopher S. Boerner reported multiple equity compensation transactions involving common stock and share units. On 2026-03-10, he exercised or settled 71,537 market share and performance share units into common stock and had 21,229 shares withheld at $60.13 per share to cover tax obligations and exercise costs.

He also received new long-term incentives, including 104,490 market share units and 156,735 performance share units that vest or convert based on multi-year performance conditions and Board certification. After these transactions, Boerner held 21,451 shares of common stock directly and 125,439 shares indirectly through a trust, reflecting compensation-related awards and routine tax withholding rather than open-market trading.

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Insider BOERNER CHRISTOPHER S.
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Market Share Units 6,618 $0.00 --
Exercise Market Share Units 6,733 $0.00 --
Exercise Performance Shares 40,398 $0.00 --
Exercise Performance Shares 17,788 $0.00 --
Grant/Award Market Share Units 104,490 $0.00 --
Grant/Award Performance Shares 156,735 $0.00 --
Exercise Common Stock, $0.10 par value 6,618 $0.00 --
Other Common Stock, $0.10 par value 743 $0.00 --
Tax Withholding Common Stock, $0.10 par value 3,006 $60.13 $181K
Exercise Common Stock, $0.10 par value 6,733 $0.00 --
Other Common Stock, $0.10 par value 727 $0.00 --
Tax Withholding Common Stock, $0.10 par value 3,073 $60.13 $185K
Exercise Common Stock, $0.10 par value 40,398 $0.00 --
Other Common Stock, $0.10 par value 19,835 $0.00 --
Tax Withholding Common Stock, $0.10 par value 10,518 $60.13 $632K
Exercise Common Stock, $0.10 par value 17,788 $0.00 --
Other Common Stock, $0.10 par value 8,734 $0.00 --
Tax Withholding Common Stock, $0.10 par value 4,632 $60.13 $279K
holding Common Stock, $0.10 par value -- -- --
Holdings After Transaction: Market Share Units — 0 shares (Direct); Performance Shares — 0 shares (Direct); Common Stock, $0.10 par value — 7,800 shares (Direct); Common Stock, $0.10 par value — 125,439 shares (Indirect, Trust (SLAT))
Footnotes (1)
  1. Represents vesting of one-quarter of market share units granted on March 10, 2022. 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. Represents vesting of one-quarter of market share units granted on March 10, 2023. Amount represents distribution of performance shares earned under the 2023-2025 Long-Term Performance Award. 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. 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%. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026. 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. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board. 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.
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)
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 6,618(1) A $0 7,800 D
Common Stock, $0.10 par value 03/10/2026 J 743(2) D $0 7,057 D
Common Stock, $0.10 par value 03/10/2026 F 3,006(3) D $60.13 4,051 D
Common Stock, $0.10 par value 03/10/2026 M 6,733(4) A $0 10,784 D
Common Stock, $0.10 par value 03/10/2026 J 727(2) D $0 10,057 D
Common Stock, $0.10 par value 03/10/2026 F 3,073(3) D $60.13 6,984 D
Common Stock, $0.10 par value 03/10/2026 M 40,398(5) A $0 47,382 D
Common Stock, $0.10 par value 03/10/2026 J 19,835(6) D $0 27,547 D
Common Stock, $0.10 par value 03/10/2026 F 10,518(3) D $60.13 17,029 D
Common Stock, $0.10 par value 03/10/2026 M 17,788(5) A $0 34,817 D
Common Stock, $0.10 par value 03/10/2026 J 8,734(6) D $0 26,083 D
Common Stock, $0.10 par value 03/10/2026 F 4,632(3) D $60.13 21,451 D
Common Stock, $0.10 par value 125,439 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 (7) 03/10/2026 M 6,618 (1) 03/10/2026 Common Stock, $0.10 par value 6,618 $0 0 D
Market Share Units (7) 03/10/2026 M 6,733 (4) 03/10/2027 Common Stock, $0.10 par value 6,733 $0 6,733 D
Performance Shares (8) 03/10/2026 M 40,398 (5) 03/10/2026 Common Stock, $0.10 par value 40,398 $0 0 D
Performance Shares (8) 03/10/2026 M 17,788 (5) 03/10/2026 Common Stock, $0.10 par value 17,788 $0 0 D
Market Share Units (9) 03/10/2026 A 104,490 (10) 03/10/2029 Common Stock, $0.10 par value 104,490 $0 104,490 D
Performance Shares (11) 03/10/2026 A 156,735 (11) 03/10/2029 Common Stock, $0.10 par value 156,735 $0 156,735 D
Explanation of Responses:
1. Represents vesting of one-quarter of 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 of 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. 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%.
8. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.
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 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.
10. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
11. 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 Christopher Boerner 03/12/2026
** 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.

FAQ

What did BMY CEO Christopher Boerner report in this Form 4 filing?

Christopher Boerner reported equity compensation activity, not open-market trading. He exercised or settled 71,537 market share and performance share units into Bristol Myers Squibb common stock and had 21,229 shares withheld to satisfy tax and exercise obligations tied to these awards.

How many new equity awards did the BMY CEO receive in this Form 4?

The Form 4 shows Boerner received 104,490 market share units and 156,735 performance share units. These awards are part of long-term incentive programs, vest over several years, and depend on performance factors and Board certification before converting into Bristol Myers Squibb common shares.

Were any Bristol Myers Squibb shares sold by the CEO in this Form 4?

The filing does not show open-market sales by Boerner. Instead, 21,229 shares of Bristol Myers Squibb common stock were withheld at $60.13 per share to cover taxes and related obligations when previously granted awards vested or were distributed.

What are market share units and performance shares in the BMY CEO’s compensation?

Market share units and performance shares are stock-based awards that convert into Bristol Myers Squibb common shares based on performance formulas. Footnotes describe payout factors tied to stock price averages, total shareholder return, and Board-certified performance over multi-year periods before shares are delivered.

How many Bristol Myers Squibb shares does the CEO hold after these transactions?

After the reported transactions, Boerner directly owned 21,451 shares of Bristol Myers Squibb common stock and indirectly held 125,439 shares through a trust. These figures reflect his reported ownership positions as of March 10, 2026, following the vesting, distributions, and tax-withholding entries.

Why were some BMY shares withheld in the CEO’s Form 4 report?

Shares were withheld to satisfy tax and related obligations upon vesting or distribution of awards. The Form 4 lists 21,229 Bristol Myers Squibb shares withheld at $60.13 per share, coded as tax-withholding dispositions rather than discretionary sales in the open market.