Bristol Myers (NYSE: BMY) EVP logs equity vesting, grants and tax withholding

Rhea-AI Filing Summary

Bristol Myers Squibb executive Karin Shanahan reported multiple equity compensation transactions. On March 10, 2026, she exercised or converted derivative awards into 25,501 shares of common stock and received new grants of 21,224 market share units and 31,837 performance shares.

The filing shows 7,760 shares of common stock were withheld at $60.13 per share to cover tax obligations upon vesting. After these routine compensation-related events and adjustments, Shanahan directly held 24,273 shares of common stock and indirectly held 1,278.64 shares through the BMS Savings and Investment Program.

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^*

Shanahan Karin

(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 Supply Chain & Ops

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		2,448(1)	A	$0	19,313	D
Common Stock, $0.10 par value	03/10/2026		J		275(2)	D	$0	19,038	D
Common Stock, $0.10 par value	03/10/2026		F		1,112(3)	D	$60.13	17,926	D
Common Stock, $0.10 par value	03/10/2026		M		3,293(4)	A	$0	21,219	D
Common Stock, $0.10 par value	03/10/2026		J		356(2)	D	$0	20,863	D
Common Stock, $0.10 par value	03/10/2026		F		1,503(3)	D	$60.13	19,360	D
Common Stock, $0.10 par value	03/10/2026		M		19,760(5)	A	$0	39,120	D
Common Stock, $0.10 par value	03/10/2026		J		9,702(6)	D	$0	29,418	D
Common Stock, $0.10 par value	03/10/2026		F		5,145(3)	D	$60.13	24,273	D
Common Stock, $0.10 par value								1,278.64(7)	I	BMS Savings and Investment Program

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	(8)	03/10/2026		M			2,448	(1)	03/10/2026	Common Stock, $0.10 par value	2,448	$0	0	D
Market Share Units	(8)	03/10/2026		M			3,293	(4)	03/10/2027	Common Stock, $0.10 par value	3,293	$0	3,294	D
Performance Shares	(9)	03/10/2026		M			19,760	(5)	03/10/2026	Common Stock, $0.10 par value	19,760	$0	0	D
Market Share Units	(10)	03/10/2026		A		21,224		(11)	03/10/2029	Common Stock, $0.10 par value	21,224	$0	21,224	D
Performance Shares	(12)	03/10/2026		A		31,837		(12)	03/10/2029	Common Stock, $0.10 par value	31,837	$0	31,837	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. Based on recent 401(k) plan statement.

8. 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%.

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

10. 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.

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

12. 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 Karin Shanahan	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BMY executive Karin Shanahan report on March 10, 2026?

Karin Shanahan reported multiple equity compensation transactions on March 10, 2026. She exercised or converted derivative awards into 25,501 common shares, received new grants of market share units and performance shares, and had shares withheld to satisfy tax obligations linked to vesting.

How many Bristol Myers (BMY) shares did Karin Shanahan acquire through award exercises?

Shanahan acquired 25,501 shares of BMY common stock through award exercises and conversions. These arose from vesting of market share units and distribution of performance shares under long-term incentive programs tied to company performance and stock-price based payout factors.

What new equity awards did Karin Shanahan receive from Bristol Myers (BMY)?

She received 21,224 market share units and 31,837 performance shares. The market share units and performance shares are long-term incentives, generally converting into common stock in future years based on performance factors and Board certification of results under the company’s award terms.

How many Bristol Myers (BMY) shares were withheld for taxes in Shanahan’s filing?

A total of 7,760 BMY shares were withheld to cover tax liabilities. Three separate F-code entries, each at a price of $60.13 per share, reflect payment of taxes due upon vesting and distribution of equity awards rather than open-market sales.

What are Karin Shanahan’s Bristol Myers (BMY) holdings after these transactions?

After the transactions, Shanahan directly held 24,273 BMY common shares. She also indirectly held 1,278.64 additional shares through the BMS Savings and Investment Program, as reported based on a recent 401(k) plan statement referenced in the filing footnotes.

Are the BMY Form 4 transactions for Karin Shanahan open-market buys or sells?

The reported transactions are mainly award exercises, vesting, grants, and tax withholding. There are no open-market purchase or sale codes; activity consists of derivative exercises (M), grants (A), tax-withholding dispositions (F), and other award-related adjustments (J).