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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:13 PM ET

Elkins David V 4

4 · BRISTOL MYERS SQUIBB CO · Filed Mar 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) CFO David Elkins Receives Award, Withholds Shares

What Happened

  • David V. Elkins, Chief Financial Officer of Bristol Myers Squibb (BMY), reported vesting/conversion of equity awards on March 10, 2026. Aggregate conversions/awards credited approximately 151,145 shares (combination of market share units, performance share units and other award conversions).
  • To satisfy withholding and exercise-related obligations, 16,114 shares were withheld/disposed at an indicated share value of $60.13, representing roughly $968,935 in tax/exercise-related value. Several other small dispositions/adjustments (24,999 shares) are reported with no cash value shown in the filing.
  • These transactions reflect award vesting/conversion and tax-withholding (routine compensation events), not an open-market purchase or discretionary sell order.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
  • Price used for tax/withholding lines: $60.13 per share; total withholding value reported ≈ $968,935.
  • Shares reported credited (approx): 151,145 (from exercises/conversions and grants). Shares withheld/disposed for taxes/exercise: 16,114. Other reported dispositions/adjustments: 24,999 shares (no cash shown).
  • Filing includes footnotes explaining: vesting of quarterly tranches (F1, F4), performance-adjusted payout factors for market share units (F2, F8, F10), tax-withholding (F3), and distribution timing/certification for performance shares (F5, F9, F11, F12).
  • Exhibit: Power of Attorney (Exhibit 24).
  • Amount of securities owned following the reported transactions is not provided in the excerpted data.

Context

  • This appears to be routine compensation vesting/conversion and associated tax withholding (shares retained to cover tax/exercise obligations), not an open-market sale or buy. For derivatives/performance awards: payout and final share conversion may be subject to performance factors and board certification per footnotes. Routine withholding is common and does not necessarily indicate the insider’s view on the stock.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Elkins David V
EVP, Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+7,654→ 175,033 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−860→ 174,173 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−2,883$173,355→ 171,290 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+7,904→ 179,194 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−854→ 178,340 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−2,991$179,849→ 175,349 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+47,424→ 222,773 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−23,285→ 199,488 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−10,240$615,731→ 189,248 total
  • Exercise/Conversion

    Market Share Units

    [F8][F1]
    2026-03-10−7,654→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (7,654 underlying)
  • Exercise/Conversion

    Market Share Units

    [F8][F4]
    2026-03-10−7,904→ 7,904 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (7,904 underlying)
  • Exercise/Conversion

    Performance Shares

    [F9][F5]
    2026-03-10−47,424→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (47,424 underlying)
  • Award

    Market Share Units

    [F10][F11]
    2026-03-10+35,265→ 35,265 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (35,265 underlying)
  • Award

    Performance Shares

    [F12]
    2026-03-10+52,898→ 52,898 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (52,898 underlying)
Holdings

  • Common Stock, $0.10 par value

    [F7]
    (indirect: BMS Savings and Investment Program)
    291.17
Footnotes (12)
  • [F1]Represents vesting of one-quarter of market share units granted on March 10, 2022.
  • [F10]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.
  • [F11]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F12]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.
  • [F2]Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
  • [F3]Shares withheld for payment of taxes upon vesting of awards.
  • [F4]Represents vesting of one-quarter of market share units granted on March 10, 2023.
  • [F5]Amount represents distribution of performance shares earned under the 2023-2025 Long-Term Performance Award.
  • [F6]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.
  • [F7]Based on recent 401(k) plan statement.
  • [F8]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%.
  • [F9]Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.
Signature
/s/ Amy Fallone, attorney-in-fact for David V. Elkins|2026-03-12

Documents

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