Sec Form 4 Filing - Gallman Cari @ BRISTOL MYERS SQUIBB CO - 2025-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gallman Cari
2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Corporate Affairs
(Last) (First) (Middle)
BRISTOL-MYERS SQUIBB COMPANY, ROUTE 206 AND PROVINCE LINE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
PRINCETON, NJ08543
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.10 par value 03/10/2025 M 349 ( 1 ) A $ 0 5,368 D
Common Stock, $0.10 par value 03/10/2025 J 24 ( 2 ) D $ 0 5,344 D
Common Stock, $0.10 par value 03/10/2025 F 118 ( 3 ) D $ 63.11 5,226 D
Common Stock, $0.10 par value 03/10/2025 M 910 ( 4 ) A $ 0 6,136 D
Common Stock, $0.10 par value 03/10/2025 J 159 ( 2 ) D $ 0 5,977 D
Common Stock, $0.10 par value 03/10/2025 F 272 ( 3 ) D $ 63.11 5,705 D
Common Stock, $0.10 par value 03/10/2025 M 867 ( 5 ) A $ 0 6,572 D
Common Stock, $0.10 par value 03/10/2025 J 148 ( 2 ) D $ 0 6,424 D
Common Stock, $0.10 par value 03/10/2025 F 260 ( 3 ) D $ 63.11 6,164 D
Common Stock, $0.10 par value 03/10/2025 M 5,462 ( 6 ) A $ 0 11,626 D
Common Stock, $0.10 par value 03/10/2025 J 2,014 ( 7 ) D $ 0 9,612 D
Common Stock, $0.10 par value 03/10/2025 F 1,290 ( 3 ) D $ 63.11 8,322 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units ( 8 ) 03/10/2025 M 349 ( 1 ) 03/10/2025 Common Stock, $0.10 par value 349 $ 0 0 D
Market Share Units ( 9 ) 03/10/2025 M 910 ( 4 ) 03/10/2026 Common Stock, $0.10 par value 910 $ 0 912 D
Market Share Units ( 9 ) 03/10/2025 M 867 ( 5 ) 03/10/2027 Common Stock, $0.10 par value 867 $ 0 1,734 D
Market Share Units ( 10 ) 03/10/2025 A 13,389 ( 11 ) 03/10/2028 Common Stock, $0.10 par value 13,389 $ 0 13,389 D
Performance Shares ( 12 ) 03/10/2025 M 5,462 ( 6 ) 03/10/2025 Common Stock, $0.10 par value 5,462 $ 0 0 D
Performance Shares ( 13 ) 03/10/2025 A 20,084 ( 13 ) 03/10/2028 Common Stock, $0.10 par value 20,084 $ 0 20,084 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gallman Cari
BRISTOL-MYERS SQUIBB COMPANY
ROUTE 206 AND PROVINCE LINE ROAD
PRINCETON, NJ08543
EVP, Corporate Affairs
Signatures
/s/ Lisa A. Atkins, attorney-in-fact for Cari Gallman 03/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents vesting of one-quarter of market share units granted on March 10, 2021.
( 2 )Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
( 3 )Shares withheld for payment of taxes upon vesting of awards.
( 4 )Represents vesting of one-quarter of market share units granted on March 10, 2022.
( 5 )Represents vesting of one-quarter of market share units granted on March 10, 2023.
( 6 )Amount represents distribution of performance shares earned under the 2022-2024 Long-Term Performance Award.
( 7 )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.
( 8 )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%.
( 9 )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%.
( 10 )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.
( 11 )These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
( 12 )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.
( 13 )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.

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