BRISTOL MYERS SQUIBB CO — Director's Dealing 2025

Mar 13, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRISTOL MYERS SQUIBB CO (BMY)
CIK: 0000014272
Period of Report: 2025-03-10

Reporting Person: Lenkowsky Adam (EVP, Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-10	Common Stock, $0.10 par value	M	1904	—	Acquired	8554	Direct
2025-03-10	Common Stock, $0.10 par value	J	131	—	Disposed	8423	Direct
2025-03-10	Common Stock, $0.10 par value	F	907	$63.11	Disposed	7516	Direct
2025-03-10	Common Stock, $0.10 par value	M	1825	—	Acquired	9341	Direct
2025-03-10	Common Stock, $0.10 par value	J	318	—	Disposed	9023	Direct
2025-03-10	Common Stock, $0.10 par value	F	771	$63.11	Disposed	8252	Direct
2025-03-10	Common Stock, $0.10 par value	M	2000	—	Acquired	10252	Direct
2025-03-10	Common Stock, $0.10 par value	J	341	—	Disposed	9911	Direct
2025-03-10	Common Stock, $0.10 par value	F	849	$63.11	Disposed	9062	Direct
2025-03-10	Common Stock, $0.10 par value	M	10955	—	Acquired	20017	Direct
2025-03-10	Common Stock, $0.10 par value	J	4040	—	Disposed	15977	Direct
2025-03-10	Common Stock, $0.10 par value	F	3538	$63.11	Disposed	12439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-10	Market Share Units	$	M	1904	Disposed	2025-03-10	Common Stock, $0.10 par value (1904)	Direct
2025-03-10	Market Share Units	$	M	1825	Disposed	2026-03-10	Common Stock, $0.10 par value (1825)	Direct
2025-03-10	Market Share Units	$	M	2000	Disposed	2027-03-10	Common Stock, $0.10 par value (2000)	Direct
2025-03-10	Market Share Units	$	A	31464	Acquired	2028-03-10	Common Stock, $0.10 par value (31464)	Direct
2025-03-10	Performance Shares	$	M	10955	Disposed	2025-03-10	Common Stock, $0.10 par value (10955)	Direct
2025-03-10	Performance Shares	$	A	47197	Acquired	2028-03-10	Common Stock, $0.10 par value (47197)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.10 par value	4525.619	Indirect
Common Stock, $0.10 par value	2275.942	Indirect

Footnotes

F1: Represents vesting of one-quarter of market share units granted on March 10, 2021.

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, 2022.

F5: Represents vesting of one-quarter of market share units granted on March 10, 2023.

F6: Amount represents distribution of performance shares earned under the 2022-2024 Long-Term Performance Award.

F7: 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.

F8: Based on recent 401(k) plan statement.

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 60% and the maximum payout factor is 200%.

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 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%.

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 converted into one share of common stock upon distribution in the first quarter of 2025 in accordance with the terms of the award and certification of performance results by the Board.

F14: Each performance share converts into one share of common stock upon distribution in the first quarter of 2028, subject to certification of performance results by the Board.