Bristol Myers (NYSE: BMY) EVP reports equity vesting, tax withholding and new awards

Rhea-AI Filing Summary

Bristol Myers Squibb EVP Wendy Short Bartie reported multiple equity-related transactions in connection with long-term incentive awards. On March 10, 2026, she exercised market share units and performance shares, receiving a total of 5,883 shares of common stock through derivative conversions.

She also received new grants of 6,531 market share units and 9,796 performance share units that are subject to future performance certification and vesting, generally around 2029. To cover tax obligations upon vesting, 1,275 common shares were withheld at $60.13 per share.

After these transactions and related performance-based adjustments, she directly holds 7,917 shares of Bristol Myers Squibb common stock, in addition to the newly granted performance-based units. The filing reflects routine compensation vesting, new awards, and associated tax withholding rather than open-market buying or selling.

Insights

Executive compensation analyst

Routine vesting and new equity awards, with shares withheld for taxes.

The transactions for Bristol Myers Squibb EVP Wendy Short Bartie primarily reflect equity compensation mechanics. Market share units and performance shares vested, converting into 5,883 common shares, while new grants of 6,531 market share units and 9,796 performance share units were awarded.

Footnotes show payouts depend on stock-price-based payout factors and performance certification by the Board, with some awards cliff-vesting on the third anniversary or distributing in the first quarter of 2029. This ties compensation to both absolute and relative shareholder returns.

Shares withheld for taxes total 1,275 common shares at $60.13 per share, coded as F transactions. These are non-market dispositions for tax payment, not discretionary sales. Following all entries, Bartie holds 7,917 common shares directly, indicating these are routine compensation and tax events rather than a directional bet on the stock.

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^*

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)
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		639(1)	A	$0	6,308	D
Common Stock, $0.10 par value	03/10/2026		J		72(2)	D	$0	6,236	D
Common Stock, $0.10 par value	03/10/2026		F		205(3)	D	$60.13	6,031	D
Common Stock, $0.10 par value	03/10/2026		M		749(4)	A	$0	6,780	D
Common Stock, $0.10 par value	03/10/2026		J		81(2)	D	$0	6,699	D
Common Stock, $0.10 par value	03/10/2026		F		242(3)	D	$60.13	6,457	D
Common Stock, $0.10 par value	03/10/2026		M		4,495(5)	A	$0	10,952	D
Common Stock, $0.10 par value	03/10/2026		J		2,207(6)	D	$0	8,745	D
Common Stock, $0.10 par value	03/10/2026		F		828(3)	D	$60.13	7,917	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
Market Share Units	(7)	03/10/2026		M			639	(1)	03/10/2026	Common Stock, $0.10 par value	639	$0	0	D
Market Share Units	(7)	03/10/2026		M			749	(4)	03/10/2027	Common Stock, $0.10 par value	749	$0	750	D
Performance Shares	(8)	03/10/2026		M			4,495	(5)	03/10/2026	Common Stock, $0.10 par value	4,495	$0	0	D
Market Share Units	(9)	03/10/2026		A		6,531		(10)	03/10/2029	Common Stock, $0.10 par value	6,531	$0	6,531	D
Performance Shares	(11)	03/10/2026		A		9,796		(11)	03/10/2029	Common Stock, $0.10 par value	9,796	$0	9,796	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 converted 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:

	/s/ Amy Fallone, attorney-in-fact for Wendy Short Bartie	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 insider transactions did BMY executive Wendy Short Bartie report on March 10, 2026?

She reported vesting and exercise of market share units and performance shares, converting into 5,883 common shares. She also received new grants of 6,531 market share units and 9,796 performance share units, plus related tax-withholding share dispositions.

Did Bristol Myers Squibb EVP Wendy Short Bartie buy or sell BMY shares on the open market?

No open-market buys or sells are shown. The filing records derivative exercises, performance-based vesting, and tax-withholding dispositions at $60.13 per share, all tied to compensation awards rather than discretionary trading in Bristol Myers Squibb stock.

How many Bristol Myers Squibb common shares does Wendy Short Bartie hold after these Form 4 transactions?

After all reported entries, she directly holds 7,917 shares of Bristol Myers Squibb common stock. This figure reflects vested award distributions, performance-based adjustments, and shares withheld to pay taxes on vesting events during March 10, 2026.

What new equity awards did BMY grant to EVP Wendy Short Bartie in this Form 4?

She was granted 6,531 market share units and 9,796 performance share units. Footnotes state these awards vest or distribute around 2029, subject to performance factors and Board certification linked to total shareholder return and stock price measures.

Why were Bristol Myers Squibb shares coded as F dispositions for Wendy Short Bartie?

Code F entries show 1,275 common shares withheld at $60.13 per share to satisfy tax liabilities upon vesting of equity awards. These transactions cover taxes and are not open-market sales or discretionary divestments of Bristol Myers Squibb stock.

How are BMY market share units and performance shares structured for Wendy Short Bartie?

Footnotes explain each market share unit converts based on payout factors tied to stock-price averages and relative total shareholder return. Each performance share unit generally converts into one BMY common share upon distribution, after Board certification and meeting specified performance conditions.