BOERNER CHRISTOPHER S. 4

Accession 0000014272-25-000059

CIK 0000014272other

View on SEC.gov Company Profile

Filed

Mar 11, 8:00 PM ET

Accepted

Mar 12, 9:27 PM ET

Size

36.1 KB

Accession

0000014272-25-000059

Insider Transaction Report

Form 4

Period: 2025-03-10

BRISTOL MYERS SQUIBB COBMY

BOERNER CHRISTOPHER S.

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock, $0.10 par value
2025-03-10+39,700→ 152,898 total
Exercise/Conversion
Market Share Units
2025-03-10−6,616→ 6,618 total
Exp: 2026-03-10→ Common Stock, $0.10 par value (6,616 underlying)
Exercise/Conversion
Market Share Units
2025-03-10−6,733→ 13,466 total
Exp: 2027-03-10→ Common Stock, $0.10 par value (6,733 underlying)
Exercise/Conversion
Performance Shares
2025-03-10−39,700→ 0 total
Exp: 2025-03-10→ Common Stock, $0.10 par value (39,700 underlying)
Exercise/Conversion
Common Stock, $0.10 par value
2025-03-10+6,733→ 117,203 total
Other
Common Stock, $0.10 par value
2025-03-10−1,147→ 116,056 total
Tax Payment
Common Stock, $0.10 par value
2025-03-10$63.11/sh−3,327$209,967→ 107,802 total
Exercise/Conversion
Common Stock, $0.10 par value
2025-03-10+6,616→ 114,418 total
Tax Payment
Common Stock, $0.10 par value
2025-03-10$63.11/sh−2,794$176,329→ 110,470 total
Tax Payment
Common Stock, $0.10 par value
2025-03-10$63.11/sh−2,858$180,368→ 113,198 total
Tax Payment
Common Stock, $0.10 par value
2025-03-10$63.11/sh−12,818$808,944→ 125,439 total
Award
Performance Shares
2025-03-10+145,607→ 145,607 total
Exp: 2028-03-10→ Common Stock, $0.10 par value (145,607 underlying)
Exercise/Conversion
Common Stock, $0.10 par value
2025-03-10+6,985→ 111,611 total
Other
Common Stock, $0.10 par value
2025-03-10−482→ 111,129 total
Other
Common Stock, $0.10 par value
2025-03-10−1,154→ 113,264 total
Other
Common Stock, $0.10 par value
2025-03-10−14,641→ 138,257 total
Exercise/Conversion
Market Share Units
2025-03-10−6,985→ 0 total
Exp: 2025-03-10→ Common Stock, $0.10 par value (6,985 underlying)
Award
Market Share Units
2025-03-10+97,071→ 97,071 total
Exp: 2028-03-10→ Common Stock, $0.10 par value (97,071 underlying)

Footnotes (13)

[F1]Represents vesting of one-quarter of market share units granted on March 10, 2021.
[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 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.
[F13]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.
[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]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%.
[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%.

Documents

1 file

4
wk-form4_1741829271.xmlPrimary
FORM 4

Issuer

BRISTOL MYERS SQUIBB CO

CIK 0000014272

→

Entity typeother

Related Parties

filerCIK 0001543747

Filing Metadata

Form type: 4
Filed: Mar 11, 8:00 PM ET
Accepted: Mar 12, 9:27 PM ET
Size: 36.1 KB

View on SEC.gov