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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:14 PM ET

BOERNER CHRISTOPHER S. 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) CEO Christopher S. Boerner Exercises Awards

What Happened
Christopher S. Boerner, CEO of Bristol Myers Squibb (BMY), reported multiple share-unit vestings/conversions and new award grants on March 10, 2026. He converted/received a total of 71,537 shares from the exercise/conversion of derivative awards (zero-dollar conversion), was issued two award grants totaling 261,225 market/performance share units (104,490 and 156,735), and had 19,229 shares surrendered/withheld to cover tax liabilities at $60.13 per share (total withheld value $1,276,499). The transactions reported are largely vesting/award-related rather than open-market purchases or voluntary sales.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
  • Derivative conversions (acquired): 6,618 + 6,733 + 40,398 + 17,788 = 71,537 shares (zero-dollar conversion entries).
  • Awards granted (A): 104,490 and 156,735 market/performance share units (total 261,225 units).
  • Shares withheld for taxes (F): 3,006 + 3,073 + 10,518 + 4,632 = 19,229 shares; tax withholding value shown at $60.13/share = $1,276,499.
  • Other zero-dollar "J" dispositions totaling 30,039 shares are reported (these reflect settlement/administrative transfers tied to the awards).
  • Shares owned after the transaction: not disclosed in the provided excerpt of the filing.
  • Relevant footnotes: vesting of quarterly tranches from 2022 and 2023 grants (F1, F4), performance adjustments to award counts (F2, F6), shares withheld for taxes (F3), and several performance- or market-share-unit provisions that link final payout to performance certification and payout factors or future distribution dates (F5, F7–F11).

Context

  • These filings describe award vesting and unit conversions (derivative exercises) and share withholding for tax obligations — a routine compensation event for executives rather than an open-market sale or purchase.
  • The tax withholding/surrender of shares functions like a cashless exercise to satisfy tax liability; it does not necessarily indicate a change in sentiment.
  • Several awards are performance-based or cliff-vested and subject to Board certification and payout formulas, so some granted units may convert to shares only upon future certification or measurement dates.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
BOERNER CHRISTOPHER S.
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+6,618→ 7,800 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−743→ 7,057 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−3,006$180,751→ 4,051 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+6,733→ 10,784 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−727→ 10,057 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−3,073$184,779→ 6,984 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+40,398→ 47,382 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−19,835→ 27,547 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−10,518$632,447→ 17,029 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+17,788→ 34,817 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−8,734→ 26,083 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−4,632$278,522→ 21,451 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−6,618→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (6,618 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−6,733→ 6,733 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (6,733 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−40,398→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (40,398 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−17,788→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (17,788 underlying)
  • Award

    Market Share Units

    [F9][F10]
    2026-03-10+104,490→ 104,490 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (104,490 underlying)
  • Award

    Performance Shares

    [F11]
    2026-03-10+156,735→ 156,735 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (156,735 underlying)
Holdings

  • Common Stock, $0.10 par value

    (indirect: By Trust)
    125,439
Footnotes (11)
  • [F1]Represents vesting of one-quarter of market share units granted on March 10, 2022.
  • [F10]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F11]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]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%.
  • [F8]Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.
  • [F9]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.
Signature
/s/ Amy Fallone, attorney-in-fact for Christopher Boerner|2026-03-12

Documents

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