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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:19 PM ET

Meyers Gregory Scott 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) EVP Gregory Meyers Exercises Awards; Withholds Shares

What Happened
Gregory Scott Meyers, EVP & Chief Digital & Technology Officer of Bristol Myers Squibb (BMY), had multiple equity award events on March 10, 2026. Several market share units and performance share units converted/vested (reported as derivative exercises/conversions and award acquisitions), and a portion of the resulting shares were withheld to satisfy tax obligations. The filing shows tax-withheld dispositions of 1,069; 1,246; and 4,267 shares at an indicated price of $60.13 per share (total tax-withhold value reported: $64,279; $74,922; and $256,575; aggregate ≈ $395,776).

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely).
  • Reported conversions/vestings (derivative exercises/conversions): 2,839; 3,293; and 19,760 shares (listed as M-code events).
  • Reported award acquisitions (derivative): 26,122 and 39,184 shares (A-code events).
  • Shares withheld for taxes (F-code): 1,069; 1,246; and 4,267 shares — total 6,582 shares withheld at $60.13/share (aggregate withholding value ≈ $395,776).
  • Other reported disposition entries (J-code) show 319; 356; and 9,702 shares (no cash value shown).
  • Filing notes/footnotes: vesting and performance adjustments apply (quarterly vesting of 2022 & 2023 grants; performance factors may reduce/increase payouts; some awards cliff-vest or convert in future years per certification). Footnote F3 confirms shares were withheld for taxes.
  • Shares owned after the transactions: not specified in the extract of the filing provided.

Context
These entries reflect routine settlement of long-term equity awards (market share units and performance share units) rather than an open-market buy or sale. The M-code events describe conversion/settlement of derivative awards into shares; the F-code events are share-withholdings to satisfy tax liabilities (a common "cashless" element of equity compensation). Performance-related adjustments and future conversion schedules are noted in the footnotes; they can affect final share counts and timing of distributions.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Meyers Gregory Scott
EVP, Chief Digital & Tech Off.
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+2,839→ 24,267 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−319→ 23,948 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,069$64,279→ 22,879 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+3,293→ 26,172 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−356→ 25,816 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,246$74,922→ 24,570 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+19,760→ 44,330 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−9,702→ 34,628 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−4,267$256,575→ 30,361 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−2,839→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (2,839 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−3,293→ 3,294 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (3,293 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−19,760→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (19,760 underlying)
  • Award

    Market Share Units

    [F9][F10]
    2026-03-10+26,122→ 26,122 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (26,122 underlying)
  • Award

    Performance Shares

    [F11]
    2026-03-10+39,184→ 39,184 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (39,184 underlying)
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 Gregory Scott Meyers|2026-03-12

Documents

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