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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:15 PM ET

Poole Ahn Amanda 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) EVP Amanda Poole Ahn Exercises Awards, Withholds Shares

What Happened

  • Amanda Poole Ahn, EVP & Chief People Officer of Bristol Myers Squibb (BMY), had multiple market-share and performance awards vest/convert on March 10, 2026. The filing shows conversion/exercise of derivative awards that resulted in 6,436 underlying shares being issued (811 + 803 + 4,822), with 1,992 shares withheld to cover tax liabilities (tax withholdings valued at $119,779).
  • In addition to the vesting/conversion, two new award grants (derivative units) were reported on the same date: 15,347 and 23,020 market/performance units (total 38,367 units). The withheld shares represent tax withholding on vested awards rather than an open-market sale.

Key Details

  • Transaction date: 2026-03-10; Form filed: 2026-03-12 (timely filing).
  • Conversion/exercise (M): 811, 803, and 4,822 derivative units converted into shares (total 6,436 shares acquired).
  • Tax withholding (F): 369, 367, and 1,256 shares withheld and disposed to satisfy tax liabilities — 1,992 shares total, total value $119,779 (using $60.13/share).
  • New grants (A): 15,347 and 23,020 market/performance units granted (total 38,367 units) reported as derivative awards.
  • Footnotes: Vesting includes quarterly vesting of market share units from 2022 and 2023 grants (F1, F4); shares withheld for taxes (F3); performance-based payout adjustments may apply (F2, F6) and payout factors are tied to stock Total Return and relative TSR with floors and caps (F8/F10). Some performance awards are subject to Board certification (F11/F12/F9).
  • Filing notes: Exhibit 24 (Power of Attorney) attached. No late-filing indicator in the record.

Context

  • These transactions are routine compensation events: the filings reflect vesting/conversion of company awards and corresponding tax withholdings rather than an outright market sale or purchase by the insider. The withholding of shares to cover taxes is common (coded F) and effectively a net issuance to the insider, not a signal of buying or selling in the open market.
  • The awards involved include market-share units and performance share units that are subject to payout formulas and Board certification; final payout can vary based on stock performance and peer-relative TSR.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Poole Ahn Amanda
EVP, Chief People Officer
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+811→ 6,007 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−91→ 5,916 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−369$22,188→ 5,547 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+803→ 6,350 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−87→ 6,263 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−367$22,068→ 5,896 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+4,822→ 10,718 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−2,368→ 8,350 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,256$75,523→ 7,094 total
  • Exercise/Conversion

    Market Share Units

    [F8][F1]
    2026-03-10−811→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (811 underlying)
  • Exercise/Conversion

    Market Share Units

    [F8][F4]
    2026-03-10−803→ 805 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (803 underlying)
  • Exercise/Conversion

    Performance Shares

    [F9][F5]
    2026-03-10−4,822→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (4,822 underlying)
  • Award

    Market Share Units

    [F10][F11]
    2026-03-10+15,347→ 15,347 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (15,347 underlying)
  • Award

    Performance Shares

    [F12]
    2026-03-10+23,020→ 23,020 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (23,020 underlying)
Holdings

  • Common Stock, $0.10 par value

    [F7]
    (indirect: BMS Savings and Investment Program)
    221.82
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 Amanda Poole Ahn|2026-03-12

Documents

3 files