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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:20 PM ET

Plenge Robert M 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) EVP Robert Plenge Exercises Awards, Withholds Shares

What Happened

  • Robert M. Plenge, EVP and Chief Research Officer of Bristol Myers Squibb (BMY), reported multiple award-related transactions on March 10, 2026. Several derivative awards (exercise/conversion and grants) converted into shares (M and A codes).
  • Tax withholding/cashless settlements: 436, 927 and 3,172 shares were withheld/disposed to cover taxes at $60.13 per share, totaling $272,690.
  • Other administration-type dispositions (J codes) totaling 124, 253 and 6,900 shares were recorded at $0 proceeds (these reflect internal/administrative transfers or adjustments, not open-market sales).

Key Details

  • Transaction date: March 10, 2026. Form filed March 12, 2026 (appears timely).
  • Withholding price: $60.13 per share for tax payments; total tax-withheld value = $272,690 for 4,535 shares.
  • Award/derivative activity recorded: exercise/conversion entries of 1,107; 2,342; and 14,052 shares (M) and grant/award entries of 17,959 and 26,939 derivative units (A). Several matching J and M entries reflect settlement/administrative steps.
  • Shares owned after the transactions: not specified in this Form 4.
  • Notable footnotes: awards stem from prior market-share and performance-share unit grants (vesting dates March 10, 2022 and 2023 and long-term performance awards). Footnotes explain payout factors for market share units (performance-based scaling) and that some performance share units convert into one share on distribution.
  • Transaction codes: M = option/derivative exercise or conversion; A = award/grant; F = payment of exercise price / tax withholding; J = other acquisition/disposition.

Context

  • These filings reflect vesting/conversion of compensation awards and related tax withholding (a form of cashless settlement), rather than open-market purchases or discretionary sales. Such transactions are typically routine compensation events; they do not, by themselves, indicate insider sentiment about the stock price.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Plenge Robert M
EVP, Chief Research Officer
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+1,107→ 16,946 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−124→ 16,822 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−436$26,217→ 16,386 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+2,342→ 18,728 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−253→ 18,475 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−927$55,741→ 17,548 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+14,052→ 31,600 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−6,900→ 24,700 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−3,172$190,732→ 21,528 total
  • Exercise/Conversion

    Market Share Units

    [F9][F1]
    2026-03-10−1,107→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (1,107 underlying)
  • Exercise/Conversion

    Market Share Units

    [F9][F4]
    2026-03-10−2,342→ 2,342 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (2,342 underlying)
  • Exercise/Conversion

    Performance Shares

    [F10][F5]
    2026-03-10−14,052→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (14,052 underlying)
  • Award

    Market Share Units

    [F11][F12]
    2026-03-10+17,959→ 17,959 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (17,959 underlying)
  • Award

    Performance Shares

    [F13]
    2026-03-10+26,939→ 26,939 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (26,939 underlying)
Holdings

  • Common Stock, $0.10 par value

    [F7]
    (indirect: BMS Savings and Investment Program)
    3,026.38

  • Common Stock, $0.10 par value

    [F8]
    (indirect: By Trust)
    200
Footnotes (13)
  • [F1]Represents vesting of one-quarter market share units granted on March 10, 2022.
  • [F10]Each performance share unit converted into one share of common stock upon distribution in the first quarter of 2026.
  • [F11]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.
  • [F12]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F13]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 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]Shares held in a family trust, where reporting person is a beneficiary.
  • [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 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%.
Signature
/s/ Amy Fallone, attorney-in-fact for Robert M. Plenge|2026-03-12

Documents

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