Bristol Myers (NYSE: BMY) EVP awarded market share units and performance shares

Rhea-AI Filing Summary

Massacesi Cristian reported acquisition or exercise transactions in this Form 4 filing.

Bristol Myers Squibb executive Cristian Massacesi received new performance-based equity awards. On March 10, 2026, he was granted 26,122 Market Share Units and 39,184 Performance Shares, each tied to the company’s common stock. The Market Share Units cliff vest after three years, while payouts for both awards depend on Total Return and relative total shareholder return performance through around 2029.

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^*

Massacesi Cristian

(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 Med Offr,Head of Dev

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

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	(1)	03/10/2026		A		26,122		(2)	03/10/2029	Common Stock, $0.10 par value	26,122	$0	26,122	D
Performance Shares	(3)	03/10/2026		A		39,184		(3)	03/10/2029	Common Stock, $0.10 par value	39,184	$0	39,184	D

Explanation of Responses:

1. 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.

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

3. 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 Cristian Massacesi	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 equity awards did BMY executive Cristian Massacesi receive on March 10, 2026?

Cristian Massacesi received two equity grants: 26,122 Market Share Units and 39,184 Performance Shares. Both are derivative awards linked to Bristol Myers Squibb common stock and are structured to vest and pay out based on future performance conditions set by the Board.

How do the Market Share Units granted to BMY’s Cristian Massacesi work?

Each Market Share Unit converts into a number of common shares based on a payout factor. That factor uses Total Return and a relative total shareholder return floor, with potential payouts ranging from 0% up to 225% of the target shares, depending on performance.

When do the Market Share Units granted to BMY’s EVP vest?

The 26,122 Market Share Units cliff vest on the third anniversary of the March 10, 2026 grant date. Vesting and payout are subject to the Board certifying performance results, linking the award directly to longer-term company and shareholder return outcomes.

What are the terms of the Performance Shares granted to Cristian Massacesi at BMY?

Each of the 39,184 Performance Shares converts into one share of common stock. Distribution is scheduled for the first quarter of 2029, contingent on the Board certifying performance results, making this a multi-year, performance-based compensation component for the executive.

Are the new BMY equity awards to Cristian Massacesi open-market purchases or sales?

The Form 4 shows grant or award acquisitions, not open-market trades. Both the Market Share Units and Performance Shares were awarded at a stated price of $0.00 per unit as part of compensation, with no reported buying or selling in the open market.

What performance measures affect the payout of BMY’s Market Share Units?

Payout depends on Total Return and a relative total shareholder return floor. Total Return compares average stock prices and accumulated dividends, while the TSR floor ties payouts to percentile rank versus peers, with thresholds that can yield 0%, 50%, or 100% payout levels.