UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 001-01136

___________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________

Delaware						22-0790350
(State or other jurisdiction ofincorporation or organization)						(I.R.S. EmployerIdentification No.)

Route 206 & Province Line Road, Princeton, New Jersey 08543

(Address of principal executive offices) (Zip Code)

(609) 252-4621

(Registrant’s telephone number, including area code)

___________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange
2.973% Notes due 2030	BMY/30	New York Stock Exchange
3.363% Notes due 2033	BMY/33	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
3.857% Notes due 2038	BMY/38	New York Stock Exchange
4.289% Notes due 2045	BMY/45	New York Stock Exchange
4.581% Notes due 2055	BMY/55	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~October~~April 2321, ~~2025~~2026, there were 2,~~035~~042,~~753~~071,~~027~~247 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

~~September~~March 3031, ~~2025~~2026

PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income/(Loss)			3
Consolidated Balance Sheets			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			3125
Item 3.
Quantitative and Qualitative Disclosure About Market Risk			5140
Item 4.
Controls and Procedures			5140
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings			5240
Item 1A.
Risk Factors			5240
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			5241
Item 5.
Other Information			5241
Item 6.
Exhibits			5342
Summary of Abbreviated Terms			5443
Signatures			5544

* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in millions, except per share data

(UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Net product sales

11,~~850~~168

1110,~~483~~886

~~34,645~~

~~34,967~~

Alliance and other revenues

~~372~~321

~~409~~315

~~1,047~~

~~991~~

Total Revenues

1211,~~222~~489

11,~~892~~201

~~35,692~~

~~35,958~~

Cost of products sold(a)

3,~~435~~421

23,~~957~~033

~~9,839~~

~~9,156~~

Selling, general and administrative

1,~~789~~617

1,~~983~~584

~~5,086~~

~~6,278~~

Research and development

2,~~528~~649

2,~~374~~257

~~7,365~~

~~7,968~~

Acquired IPRD

~~633~~94

~~262~~188

~~2,328~~

~~13,343~~

Amortization of acquired intangible assets

~~831~~437

~~2,406~~830

~~2,491~~

~~7,179~~

Other (income)/expense, net

~~(108)~~32

~~234~~339

~~725~~

~~588~~

Total Expenses

98,~~108~~250

108,~~216~~230

~~27,834~~

~~44,512~~

Earnings/(Loss) before income taxes

3,~~114~~240

12,~~676~~971

~~7,858~~

~~(8,554)~~

Income tax provision

~~919~~561

~~461~~509

~~1,888~~

~~455~~

Net earnings/(loss)

2,~~195~~678

12,~~215~~462

~~5,970~~

~~(9,009)~~

Noncontrolling interest

~~(6)~~1

Net earnings/(loss) attributable to BMS

2,~~201~~677

12,~~211~~456

~~5,967~~

~~(9,020)~~

Earnings/(Loss) per common share:

Basic

1.0831

01.6021

~~2.93~~

~~(4.45)~~

Diluted

1.0831

01.6020

~~2.93~~

~~(4.45)~~

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Dollars in millions

(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Net earnings/(loss)	$	2,~~195~~678	$	12,~~215~~462	$	~~5,970~~	$	~~(9,009)~~
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	4860		(~~178~~215)		~~(395)~~		67
Pension and postretirement benefits	196		~~100~~1		22		49
Marketable debt securities	—(3)		51		2		3
Foreign currency translation	~~(26)~~91		6128		96		~~(41)~~
Total other comprehensive income/(loss)	41155		(12185)		~~(275)~~		78
Comprehensive income/(loss)	2,~~236~~833		12,~~203~~277		~~5,695~~		~~(8,931)~~
Comprehensive income/(loss) attributable to noncontrolling interest	~~(6)~~1		46		3		11
Comprehensive income/(loss) attributable to BMS	$	2,~~242~~832	$	12,~~199~~271	$	~~5,692~~	$	~~(8,942)~~

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in millions

(UNAUDITED)

ASSETS	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Current assets:
Cash and cash equivalents	$	159,~~726~~574	$	10,~~346~~209
Marketable debt securities	~~776~~912		~~513~~464
Receivables	119,~~422~~368		1011,~~747~~414
Inventories	2,~~758~~756		2,~~557~~690
Other current assets	4,~~948~~597		54,~~617~~613
Total Current assets	3527,~~630~~208		29,~~780~~390
Property, plant and equipment	7,~~349~~658		7,~~136~~543
Goodwill	21,~~745~~740		21,~~719~~754
Other intangible assets	2018,~~465~~244		2319,~~307~~103
Deferred income taxes	45,~~961~~176		45,~~236~~378
Marketable debt securities	~~406~~366		~~320~~396
Other non-current assets	6,~~332~~082		6,~~105~~474
Total Assets	$	9686,~~889~~476	$	9290,~~603~~038
LIABILITIES
Current liabilities:
Short-term debt obligations	$	42,~~509~~308	$	2,~~046~~261
Accounts payable	4,~~288~~234		3,~~602~~575
Other current liabilities	1912,~~339~~616		1817,~~126~~581
Total Current liabilities	2819,~~136~~158		23,~~774~~417
Deferred income taxes	~~225~~211		~~369~~222
Long-term debt	4442,~~469~~152		4742,~~603~~850
Other non-current liabilities	54,~~459~~853		45,~~469~~043
Total Liabilities	7866,~~289~~374		7671,~~215~~533
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock	—		—
Common stock	292		292
Capital in excess of par value of stock	46,~~265~~374		46,~~024~~387
Accumulated other comprehensive loss	(1,~~513~~370)		(1,~~238~~524)
Retained earnings	1718,~~093~~287		1416,~~912~~896
Less cost of treasury stock	(43,~~586~~515)		(43,~~655~~579)
Total BMS Shareholders’ equity	1820,~~552~~068		1618,~~335~~473
Noncontrolling interest	4834		5333
Total Equity	1820,~~600~~102		1618,~~388~~506
Total Liabilities and Equity	$	9686,~~889~~476	$	9290,~~603~~038

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in millions

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash Flows From Operating Activities:
Net earnings/(loss)	$	52,~~970~~678	$	(92,~~009)~~462
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net	~~3,034~~594		71,~~720~~012
Deferred income taxes	~~(573)~~161		~~(1,298)~~223
Stock-based compensation	~~420~~146		~~387~~144
Impairment charges	~~514~~412		~~1,010~~5
Divestiture gains and royalties	(~~880~~34)		(~~838~~292)
Acquired IPRD	~~2,328~~94		~~13,343~~188
Equity investment (gains)/losses, net	(90134)		~~(221)~~78
Contingent consideration fair value adjustments	336		—
Other adjustments	21		5
Other adjustments	(76)		123
Changes in operating assets and liabilities:
Receivables	~~(314)~~1,687		~~121~~15
Inventories	~~(255)~~14		(~~661~~169)
Accounts payable	88409		(~~333~~85)
Rebates and discounts	1(3,~~957~~495)		~~1,889~~(627)
Income taxes payable	~~320~~187		~~(1,381)~~54
Other	(~~597~~1,636)		(~~101~~1,059)
Net cash provided by/(used in) operating activities	12,182		10,751
Net cash provided by operating activities	1,104		1,954
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities	~~1,573~~359		~~1,060~~220
Purchase of marketable debt securities	(~~1,922~~781)		(~~398~~636)
Proceeds from sales of equity investments	61391		6012
Capital expenditures	(~~941~~347)		(~~870~~260)
Divestiture and other proceeds	~~792~~312		~~766~~243
Acquisition and other payments, net of cash acquired	(~~2,237~~65)		(~~21,774~~78)
Net cash provided by/(used in) investing activities	(~~2,674~~131)		(~~21,156~~499)
Cash Flows From Financing Activities:
Proceeds from issuance of short-term debt obligations	—		2,987
Other short-term financing obligations, net	321		368
Repayments of short-term debt obligations	—		(3,000)
Repayments of long-term debt	(500)		—
Other short-term financing obligations, net	431		504
Dividends	(1,283)		(1,258)
Proceeds from issuance of long-term debt	—		12,883
Stock option proceeds and other, net	(98)		(103)
Repayments of long-term debt	(872)		(2,873)
Net cash provided by/(used in) financing activities	(1,560)		(993)
Dividends	(3,783)		(3,645)
Effect of exchange rates on cash, cash equivalents and restricted cash	(48)		66
Stock option proceeds and other, net	(95)		(87)
Increase/(decrease) in cash, cash equivalents and restricted cash	(635)		528
Net cash provided by/(used in) financing activities	(4,319)		6,769
Cash, cash equivalents and restricted cash at beginning of period	10,218		10,347
Effect of exchange rates on cash, cash equivalents and restricted cash	190		10
Cash, cash equivalents and restricted cash at end of period	$	9,583	$	10,875
Increase/(decrease) in cash, cash equivalents and restricted cash	5,379		(3,626)
Cash, cash equivalents and restricted cash at beginning of period	10,347		11,519
Cash, cash equivalents and restricted cash at end of period	$	15,726	$	7,893

The accompanying notes are an integral part of these consolidated financial statements.

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 and the results of operations ~~for the three~~ and ~~nine months ended September 30, 2025 and 2024, and~~ cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, ~~2024~~2025 included in the ~~2024 Form 10-K. Beginning in the first quarter of~~ 2025, ~~the financial statement line item "Marketing, Selling and Administrative" included in the 2024~~ Form 10-K ~~was changed to "Selling, General and Administrative", and such nomenclature continues to be used throughout this Quarterly Report~~. ~~No changes were made to the corresponding definition.~~ Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

Business Segment Information

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS's operational structure, the Chief Executive Officer ("CEO"), as the chief operating decision maker, uses consolidated net income or loss as reported on the income statement when managing and allocating resources at the corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with the Company's overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

The following table represents the significant segment expenses regularly provided to the CEO:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Research(a)

~~313~~293

~~323~~314

~~918~~

~~1,043~~

Drug Development(b)

1,~~151~~127

1,~~094~~081

~~3,327~~

~~3,273~~

Other(c)

1,~~063~~229

~~957~~861

~~3,120~~

~~3,652~~

Research and development

2,~~528~~649

2,~~374~~257

~~7,365~~

~~7,968~~

(a) Includes costs to support the discovery and development of new molecular entities through pre-clinical studies.

(b) Includes costs to support clinical development of potential new products, including expansion of indications for existing products through Phase I, Phase II and Phase III clinical studies.

(c) Includes costs to support manufacturing development of pre-approved products, medical support of marketed products, IPRD impairment charges, ~~acquisition-related charges~~ and proportionate allocations of enterprise-wide costs including facilities, information technology, and other appropriate costs.

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

Recently ~~Issued~~Adopted Accounting Standards ~~Not Yet Adopted~~

Derivatives, Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued amended guidance to refine the scope of derivative accounting and clarify the accounting for share-based noncash consideration from a customer in a revenue contract. Among other provisions, the amendment excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties in the contract. ~~The~~BMS ~~amended~~adopted ~~guidance~~the isnew ~~effective~~guidance ~~for~~prospectively, ~~annual periods~~ beginning ~~after~~on ~~December~~January 151, 2026. ~~and~~The ~~interim~~adoption ~~periods~~of ~~within~~this ~~those~~guidance ~~annual~~did ~~periods.~~not ~~Early~~have ~~adoption~~an isimpact ~~permitted.~~on ~~The~~the Company's isconsolidated ~~assessing~~financial ~~the~~statements ~~potential~~for prior transactions; however, the impact ofin subsequent periods will be dependent upon the ~~amended~~nature ~~standard~~of future business development activities.

Recently Issued Accounting Standards Not Yet Adopted

Internal-Use Software

In September 2025, the FASB issued amended guidance on internal-use software. The guidance clarifies disclosure requirements and establishes new capitalization criteria based on management's authorization and funding commitment as well as the probability that a project will be completed and used for its intended function. The amended guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods. Early adoption is permitted. The Company is assessing the potential impact of the amended standard.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance on income statement disclosures. The guidance aims to provide enhanced disclosures of income statement expenses to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Income Taxes

In December 2023, the FASB issued amended guidance on income tax disclosures. The guidance is intended to provide additional disaggregation to the effective income tax rate reconciliation and income tax payment disclosures. The amended guidance is effective for annual periods beginning after December 15, 2024.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Net product sales

11,~~850~~168

1110,~~483~~886

~~34,645~~

~~34,967~~

Alliance revenues

~~125~~94

~~105~~88

~~332~~

~~355~~

Other revenues

~~247~~227

~~304~~227

~~715~~

~~636~~

Total Revenues

1211,~~222~~489

11,~~892~~201

~~35,692~~

~~35,958~~

The following table summarizes GTN adjustments:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Gross product sales

2216,~~494~~926

2119,~~223~~874

~~64,548~~

~~61,298~~

GTN adjustments(a)

Charge-backs and cash discounts

(32,~~475~~467)

(2,~~967~~958)

~~(9,840)~~

~~(8,366)~~

Medicaid and Medicare rebates

(41,~~887~~875)

(43,~~577~~840)

~~(13,244)~~

~~(11,525)~~

Other rebates, returns, discounts and adjustments

(21,~~281~~416)

(2,~~196~~190)

~~(6,819)~~

~~(6,440)~~

Total GTN adjustments(b)

(105,~~644~~758)

(98,~~740~~988)

~~(29,903)~~

~~(26,331)~~

Net product sales

11,~~850~~168

1110,~~483~~886

~~34,645~~

~~34,967~~

(a) Includes reductions/(increases) to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $(21) million and $289 million for the three months ended March 31, 2026 and 2025, respectively.

(b) Includes U.S. GTN adjustments of $94.8 billion and $278.52 billion for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~$8.9 billion and $23.9 billion for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

The following table summarizes the disaggregation of revenue by product and region:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Growth Portfolio
Opdivo	$	2,~~532~~146	$	2,~~360~~265	$	~~7,356~~	$	~~6,825~~
Opdivo Qvantig	67163		—9		~~105~~		—
Orencia	~~964~~818		~~936~~770		~~2,697~~		~~2,682~~
Yervoy	~~739~~651		~~642~~624		~~2,090~~		~~1,855~~
Reblozyl	~~615~~555		~~447~~478		~~1,661~~		~~1,226~~
Opdualag	299		233		835		674
Breyanzi	411		263
Breyanzi	359		224		966		484
Opdualag	295		252
Camzyos	~~296~~314		~~156~~159		~~714~~		~~379~~
Zeposia	~~161~~118		~~147~~107		~~418~~		~~408~~
Abecma	137		124		326		301
Sotyktu	69		55
Sotyktu	80		66		206		163
Krazati	50		48
Krazati	53		34		149		87
Cobenfy	56		27
Cobenfy	43		—		105		—
Other Growth products(a)	581		507
Other Growth products(a)	514		443		1,388		1,116
Total Growth Portfolio	6,227		5,563
Total Growth Portfolio	6,857		5,812		19,016		16,200
Legacy Portfolio
Eliquis	34,~~746~~137		3,~~002~~565		~~10,991~~		~~10,138~~
Revlimid	~~575~~349		~~1,412~~936		~~2,349~~		~~4,434~~
Pomalyst/Imnovid	~~675~~513		~~898~~658		~~2,041~~		~~2,722~~
Sprycel	~~119~~73		~~290~~175		~~413~~		~~1,088~~
Abraxane	7450		~~253~~105		~~284~~		~~701~~
Other Legacy products(b)	~~177~~156		~~225~~199		~~599~~		~~675~~
Total Legacy Portfolio	5,~~365~~277		65,~~080~~638		~~16,676~~		~~19,758~~
Total Revenues	$	12,222	$	11,892	$	35,692	$	35,958
Other revenue(c)	(15)		—
United States	$	8,329	$	8,232	$	24,721	$	25,509
Total Revenues	$	11,489	$	11,201
International(c)	3,602		3,389		10,193		9,803
United States	$	7,788	$	7,873
Other(d)	290		271		778		646
International	3,444		3,110
Total Revenues	$	12,222	$	11,892	$	35,692	$	35,958
Other(d)	257		218
Total Revenues	$	11,489	$	11,201

(a) Includes Abecma, Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues, including royalties received from Merck on Winrevair*.

(b) Includes other mature brands.

(d) Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations, including royalties received from Merck on Winrevair*.

Revenue recognized from performance obligations satisfied in prior periods was $~~318~~221 million and $~~992~~444 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~$238 million and $496 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances, and its partners as alliance partners.

Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Revenues from alliances:
Net product sales	$	34,~~755~~148	$	3,~~091~~635	$	~~11,110~~	$	~~10,323~~
Alliance revenues	~~125~~94		~~105~~88		~~332~~		~~355~~
Total alliance revenues	$	34,~~880~~242	$	3,~~196~~723	$	~~11,442~~	$	~~10,678~~
Payments to/(from) alliance partners:
Cost of products sold	$	12,~~851~~066	$	1,~~496~~788	$	~~5,466~~	$	~~5,013~~
Selling, general and administrative	(6266)		(7665)		~~(195)~~		~~(220)~~
Research and development	8271		5077		~~233~~		~~150~~
Acquired IPRD	250		—		1,750		880
Other (income)/expense, net	(12)		(12)
Other (income)/expense, net	11		(12)		(11)		(126)

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Selected alliance balance sheet information:
Receivables – from alliance partners	$	~~198~~163	$	~~221~~198
Accounts payable – to alliance partners	2,~~141~~038		1,~~578~~684
Deferred income – from alliances(a)	~~190~~168		~~222~~175

(a) Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the ~~2024~~2025 Form 10-K. ~~Significant developments and updates related to alliances during the nine months ended September 30, 2025 and 2024 are set forth below.~~

BioNTech

In June 2025, BMS and BioNTech entered into a global strategic collaboration for the co-development and co-commercialization of pumitamig (BNT327/BMS986545), a bispecific antibody targeting PD-L1 and VEGF-A, which is currently being evaluated in a Phase III clinical trial for ES-SCLC, Phase II/III clinical trials, including for NSCLC, and a Phase III clinical trial for TNBC. The companies will jointly develop and commercialize pumitamig as monotherapy and in combination with other assets. Both companies also have the right to independently develop pumitamig in further indications and combinations, including combinations of pumitamig with proprietary pipeline assets. Subject to certain exceptions, BMS and BioNTech will share equally in global profits and losses.

BMS made an upfront payment to BioNTech of $1.5 billion, which was recorded as Acquired IPRD during the nine months ended September 30, 2025. BioNTech will also receive $2.0 billion in aggregate of anniversary payments, which will be payable beginning in 2026 through 2028, provided that there is no prior termination of the agreement by BMS, and up to $7.6 billion of contingent development, regulatory and sales-based milestones.

SystImmune

BMS and SystImmune are parties to a global strategic collaboration for the co-development and co-commercialization of izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based antibody drug conjugate, which is currently being evaluated in Phase I clinical trials for metastatic or unresectable NSCLC and other tumor types as well as Phase II/III clinical trials for TNBC and other tumor types. BMS paid an upfront fee of $800 million, which was recorded as Acquired IPRD during the nine months ended September 30, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones. During the three months ended September 30, 2025, BMS recorded a $250 million charge as Acquired IPRD following the achievement of a development milestone under the arrangement.

The parties will jointly develop and commercialize iza-bren in the U.S. and share in the profits and losses. SystImmune will be responsible for the development, commercialization, and manufacturing in Mainland China and will be responsible for manufacturing certain drug supplies for outside of Mainland China, where BMS will receive a royalty on net sales. BMS will be responsible for the development and commercialization in the rest of the world, where SystImmune will receive a royalty on net sales.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Orbital Therapeutics

In October 2025, BMS entered into a definitive agreement to acquire Orbital Therapeutics, a biotechnology company pioneering a new generation of RNA medicines that reprogram the immune system in vivo, for $1.5 billion in cash. The acquisition will provide BMS with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently in IND-enabling studies for autoimmune disease. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. The accounting treatment as a business combination or asset acquisition will be determined in the period the transaction closes.

2seventy bio

On May 13, 2025, BMS completed the acquisition of 2seventy bio, which provides BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. BMS acquired all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of $287 million, or $114 million net of cash acquired. The transaction was accounted for as an asset acquisition as 2seventy bio did not meet the definition of a business, which requires inputs and processes that significantly contribute to the ability to create outputs. Net assets acquired primarily consisted of cash, right-of-use lease assets and liabilities, deferred tax assets and acquired marketed product rights for Abecma.

Karuna

On March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Cobenfy (xanomeline and trospium chloride), formerly KarXT. Cobenfy is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, which was approved by the FDA on September 26, 2024 for the treatment of schizophrenia in adults. Cobenfy is being studied across multiple neuropsychiatric conditions.

BMS acquired all of the issued and outstanding shares of Karuna's common stock for $330.00 per share in an all-cash transaction for total consideration of $14.0 billion, or $12.9 billion net of cash acquired. The acquisition was funded primarily with debt proceeds (see "—Note 10. Financing Arrangements" for further detail). The transaction was accounted for as an asset acquisition since Cobenfy represented substantially all of the fair value of the gross assets acquired. As a result, $12.1 billion was recorded as Acquired IPRD during the nine months ended September 30, 2024. The following summarizes the total consideration transferred and allocated:

Dollars in millions
Cash consideration for outstanding shares	$	12,606
Cash consideration for equity awards	1,421
Consideration paid	14,027
Less: Charge for unvested stock awards(a)	(289)
Transaction costs	55
Total consideration allocated	$	13,793

(a) Includes cash-settled unvested equity awards of $130 million expensed in Selling, general and administrative and $159 million expensed in Research and development during the nine months ended September 30, 2024.

RayzeBio

On February 26, 2024, BMS acquired RayzeBio, a clinical-stage RPT company with actinium-based RPTs for solid tumors. The acquisition provided BMS with rights to RayzeBio’s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors.

BMS acquired all of the issued and outstanding shares of RayzeBio's common stock for $62.50 per share in an all-cash transaction for total consideration of $4.1 billion, or $3.6 billion net of cash acquired. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	3,851
Cash consideration for equity awards	296
Consideration paid	4,147
Less: Unvested stock awards(a)	(274)
Total consideration allocated	$	3,873

(a) Includes cash settlement for unvested equity awards of $159 million expensed in Selling, general and administrative and $115 million expensed in Research and development during the nine months ended September 30, 2024.

The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The majority of the purchase price was allocated to indefinite-lived IPRD and R&D technology.

Mirati

On January 23, 2024, BMS acquired Mirati, a commercial stage targeted oncology company, obtaining the rights to commercialize lung cancer medicine Krazati, and to further develop several clinical assets, including a PRMT5 Inhibitor. Krazati, a KRASG12Cinhibitor, is FDA and EMA approved for second-line NSCLC and in clinical development with a PD-1 inhibitor for first-line NSCLC. It is also FDA approved for advanced or metastatic KRASG12C mutated colorectal cancer with cetuximab. In addition, the PRMT5 Inhibitor is a potential first-in-class MTA-cooperative PRMT5 inhibitor, which is advancing to the next stage of development.

BMS acquired all of the issued and outstanding shares of Mirati's common stock for $58.00 per share in an all-cash transaction for total consideration of $4.8 billion, or $4.1 billion net of cash acquired. Mirati stockholders also received one non-tradeable CVR for each share of Mirati common stock held, potentially worth $12.00 per share in cash for a total value of approximately $1.0 billion. The payout of the CVR is subject to the FDA acceptance of an NDA for PRMT5 Inhibitor for the treatment of specific indications within seven years of the closing of the transaction. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	4,596
Cash consideration for equity awards	205
Consideration paid	4,801
Plus: Fair value of CVRs	248
Less: unvested stock awards(a)	(114)
Total consideration allocated	$	4,935

(a) Includes cash settlement of unvested equity awards of $60 million expensed in Selling, general and administrative and $54 million expensed in Research and development during the nine months ended September 30, 2024.

The results of operations and cash flows for 2seventy bio, Karuna, RayzeBio and Mirati were included in the consolidated financial statements commencing on their respective acquisition dates and were not material. Historical financial results of the acquired entities were not significant.

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which is included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).

	Three Months Ended September 30,
	Three Months Ended March 31,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Diabetes business - royalties	$	~~287~~273	$	~~278~~276	$	—	$	—	$	~~(286)~~—	$	(~~284~~272)
Mature products and other	228		310		8(24)		5(9)		—		—
Total	$	~~289~~301	$	~~281~~286	$	8(24)	$	5(9)	$	~~(286)~~—	$	(~~284~~272)
	Nine Months Ended September 30,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2025		2024		2025		2024		2025		2024
Diabetes business - royalties	$	839	$	774	$	—	$	—	$	(844)	$	(820)
Mature products and other	13		3		1		5		—		—
Total	$	852	$	777	$	1	$	5	$	(844)	$	(820)

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS ~~receives~~received royalty payments ~~based~~of ~~on net sales, which amounts to~~ 14% in 2025 ~~and~~based ~~15%~~on innet ~~2024~~sales. ~~Payments~~Royalty ~~will~~payments beunder ~~received~~this onagreement ~~net~~terminated ~~sales~~as ~~through~~of December 31, 2025.

129

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Keytruda* royalties	$	(~~150~~159)	$	(~~137~~151)	$	~~(434)~~	$	~~(407)~~
Tecentriq* royalties	(1214)		(12)		~~(34)~~		~~(35)~~
Contingent milestone income	—		(1340)		~~(40)~~		~~(38)~~
Amortization of deferred income	(12)		(12)		~~(36)~~		~~(36)~~
Other royalties and licensing income(a)	(102)		(6)		(152)		(16)
Other royalties and licensing income	(10)		(43)
Royalty and licensing income	$	(~~276~~195)	$	(~~180~~259)	$	~~(697)~~	$	~~(532)~~

(a) Other royalties and licensing income for the three and nine months ended September 30, 2025 include $85 million of income recognized in connection with the out-license of five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences.

Keytruda* Patent License Agreement

BMS and Ono are parties to a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. Under the agreement, Merck ~~paid~~is ~~ongoing~~obligated to pay 2.5% royalties on global sales of Keytruda* ~~of 6.5% through December 31, 2023 and is obligated to pay 2.5%~~ from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively, after adjusting for each party's legal fees.

Tecentriq* Patent License Agreement

BMS and Ono are parties to a global patent license agreement with Roche related to Tecentriq*, Roche’s anti-PD-L1 antibody. Under the agreement, Roche is obligated to pay single-digit royalties on worldwide net sales of Tecentriq* through December 31, 2026. The royalties are shared between BMS and Ono consistent with existing agreements.

In-license and other arrangements

~~Philochem~~Reblozyl and Winrevair* License Agreements

InBMS ~~August~~and ~~2025,~~Merck ~~BMS~~are ~~obtained~~parties to a global ~~exclusive~~licensing ~~license~~agreement pursuant to which BMS licenses Reblozyl from ~~Philochem~~Merck. ~~for~~Under ~~OncoACP3~~the agreement, aBMS ~~radiopharmaceutical~~is ~~therapeutic~~responsible ~~and~~for ~~diagnostic~~the ~~agent~~development ~~targeting~~and ~~prostate~~commercialization ~~cancer~~of Reblozyl. ~~The~~BMS ~~diagnostic~~pays ~~agent~~tiered isroyalties ~~currently~~to ~~being~~Merck ~~evaluated~~ranging infrom a20% ~~Phase~~to I24% ~~clinical~~of ~~trial~~net sales, which are recorded in Cost of products sold. ~~BMS~~Royalty ~~will~~expense beincurred ~~responsible~~by ~~for~~BMS under the ~~research,~~agreement ~~development,~~was ~~manufacturing~~$124 million and ~~commercialization~~$106 million ofduring ~~OncoACP3 following~~ the ~~completion~~three ofmonths ~~specific~~ended ~~agreed-upon~~March ~~development~~31, ~~activities~~2026 byand ~~Philochem~~2025, respectively.

~~The~~Additionally, ~~transaction~~BMS ~~included~~and anMerck ~~upfront~~are ~~payment~~parties ofto ~~$350 million,~~a separate global licensing agreement pursuant to which ~~was~~Merck ~~recorded~~licenses asWinrevair*, ~~Acquired~~a ~~IPRD~~novel ~~during~~activin signaling inhibitor indicated for the ~~three~~treatment ~~months~~of ~~ended~~adults ~~September~~with 30pulmonary arterial hypertension, ~~2025~~from BMS. ~~Philochem~~Under the agreement, Merck is ~~also~~responsible ~~eligible~~for the development and commercialization of Winrevair*. BMS receives royalties from Merck equal to ~~receive~~22% ~~contingent~~of ~~development~~net sales, ~~regulatory~~which ~~and~~are ~~sales-based~~recorded ~~milestones~~in upOther torevenues. Royalties earned by BMS under the agreement were $~~1.0~~124 ~~billion~~million and ~~royalties~~$42 million onduring ~~global~~the ~~net~~three ~~sales.~~months ended March 31, 2026 and 2025, respectively.

BioArctic

In February 2025, BMS obtained a global exclusive license from BioArctic for its PyroGlutamate-amyloid-beta antibody program, including BAN1503 and BAN2803, of which the latter includes BioArctic’s BrainTransporterTM technology and is being studied for the treatment of Alzheimer's Disease. BMS is responsible for development and commercialization worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. BioArctic has the option to co-commercialize in Denmark, Finland, Iceland, Norway, and Sweden. The transaction included an upfront payment of $100 million, which was recorded as Acquired IPRD during the nine months ended September 30, 2025. BioArctic is eligible to receive contingent development, regulatory and sales-based milestones of up to $1.3 billion, as well as royalties on global net sales.

Note 5. OTHER (INCOME)/EXPENSE, NET

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Interest expense	$	~~480~~411	$	~~505~~494	$	~~1,459~~	$	~~1,451~~
Royalty income - divestitures (Note 4)	~~(286)~~—		(~~284~~272)		~~(844)~~		~~(820)~~
Royalty and licensing income (Note 4)	(~~276~~195)		(~~180~~259)		~~(697)~~		~~(532)~~
Provision for restructuring (Note 6)	75		78		432		558
Investment income	(104)		(138)
Investment income	(161)		(94)		(438)		(364)
Provision for restructuring (Note 6)	5		133
Integration expenses (Note 6)	36		69		110		214
Litigation and other settlements	4		257
Litigation and other settlements(a)	165		—		424		71
Equity investment (gains)/losses, net (Note 9)	(134)		78
Acquisition expense	—		—		5		50
Integration expenses (Note 6)	19		41
Intangible asset impairment	—		47		—		47
Other	27		4
Equity investment (gains)/losses, net (Note 9)	(190)		(12)		(90)		(221)
Other (income)/expense, net	$	32	$	339
Contingent consideration (Note 9)	—		—		336		—
Other(b)	48		105		29		134
Other (income)/expense, net	$	(108)	$	234	$	725	$	588

(a) Reflects charges related to a securities litigation matter during the three months ended September 30, 2025. Additionally, the nine months ended September 30, 2025 includes amounts related to a pricing, sales and promotional practices dispute.10

(b) Includes pension settlement charges of $100 million during the three months ended September 30, 2024 and $119 million during the nine months ended September 30, 2024 incurred in connection with the termination of the Bristol-Myers Squibb Puerto Rico, Inc. Retirement Income pension plan.

Note 6. RESTRUCTURING

2023 Restructuring Plan

In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery, (ii) enhancing BMS's commercial operating model, and (iii) establishing a more responsive manufacturing network. ~~In 2025, BMS expanded the scope of activities supporting these key priorities.~~ As a result, total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.68 billion incurred to date. The remaining charges consist primarily of ~~employee termination costs and~~ site exit costs, including impairment and accelerated depreciation of property, plant and equipment, and employee termination costs.

~~Celgene and~~ Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from ~~the~~ acquisitions ~~of Celgene (2019), Mirati (2024), RayzeBio (2024), Karuna (2024) and 2seventy bio (2025)~~. For these plans, the remaining charges of approximately $~~115~~65 million consist primarily of IT system integration costs, employee termination costs, and to a lesser extent, site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

The following provides the charges related to restructuring initiatives by type of cost:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
2023 Restructuring Plan	$	~~193~~(20)	$	~~180~~143	$	~~567~~	$	~~512~~
Celgene and Other Acquisition Plans	39		83		134		420
Other Acquisition Plans	21		47
Total charges	$	~~232~~1	$	~~263~~190	$	~~701~~	$	~~932~~
Employee termination costs	$	71(2)	$	77132	$	~~423~~	$	~~554~~
Other termination costs	47		1		8		4
Provision for restructuring	755		78133		~~432~~		~~558~~
Integration expenses	3619		6941		~~110~~		~~214~~
Accelerated depreciation	9—		2215		36		56
Asset impairments	~~111~~2		938		~~128~~		95
Other shutdown costs, net	1(24)		1(7)		~~(4)~~		9
Total charges	$	~~232~~1	$	~~263~~190	$	~~701~~	$	~~932~~
Cost of products sold	$	~~110~~—	$	882	$	~~114~~	$	~~105~~
Selling, general and administrative	1—		71		6		19
Research and development	101		21		49		36
Other (income)/expense, net	~~111~~(1)		~~147~~166		~~532~~		~~772~~
Total charges	$	~~232~~1	$	~~263~~190	$	~~701~~	$	~~932~~

The following summarizes the charges and spending related to restructuring plan activities:

	Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025
Beginning balance	$	~~297~~315	$	~~188~~297
Provision for restructuring	~~432~~5		~~558~~133
Payments	(~~452~~143)		(~~432~~145)
Foreign currency translation and other	10(3)		—3
Ending balance	$	~~287~~173	$	~~314~~288

1511

Note 7. INCOME TAXES

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Earnings/(Loss) before income taxes

3,~~114~~240

12,~~676~~971

~~7,858~~

~~(8,554)~~

Income tax provision

~~919~~561

~~461~~509

~~1,888~~

~~455~~

Effective tax rate

2917.53

2717.51

~~24.0~~

~~(5.3)~~

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The increase in the effective tax rate was primarily driven by jurisdictional earnings mix, partially offset by the impact of certain discrete adjustments.

InAdditional ~~July~~changes ~~2025,~~to the ~~U.S.~~effective ~~enacted into law new~~ tax ~~legislation,~~rate ~~the~~may ~~OBBBA,~~occur ~~which~~in ~~among~~future ~~other~~periods ~~measures,~~due ~~makes~~to ~~permanent~~various ~~many provisions of the TCJA and modifies certain rules~~reasons, including ~~within~~changes ~~the international tax framework. The OBBBA permits businesses~~ to ~~immediately deduct up to 100% of their qualifying domestic R&D expenses in~~ the ~~year~~estimated ~~they~~pretax ~~are~~earnings ~~incurred~~mix ~~for~~and tax ~~years~~reserves ~~beginning after December 31, 2024,~~ and ~~allows~~revised ~~businesses~~interpretations ~~to accelerate deductions (over a one-~~ or ~~two-year~~changes ~~period) of domestic R&D expenses that were deferred from 2022~~ to ~~2024. The estimated tax impacts from~~ the ~~OBBBA are reflected in the Company's income~~ tax ~~provision for the three and nine months ended September 30, 2025 and in the tax asset and liability balances recorded as of September 30, 2025~~code.

~~The~~During ~~change in~~ the ~~effective tax rate for the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 ~~was primarily driven by changes in jurisdictional earnings mix~~ and ~~income tax reserves. During the three months ended September 30,~~ 2025, ~~additional~~income ~~reserves~~tax ofpayments were $~~160~~239 million ~~were~~and ~~recorded for certain transfer pricing matters. Further, the effective tax rate for the nine months ended September 30, 2024 reflects a~~ $~~12.1~~235 ~~billion one-time, non-tax deductible charge for the acquisition of Karuna as well as the release of income tax reserves related to the resolution of the Celgene 2017-2019 IRS audit~~million.

~~Additional~~BMS ~~changes~~is tocurrently ~~the~~under ~~effective~~examination by a number of tax ~~rate~~authorities ~~may~~that ~~occur~~proposed inor ~~future~~are ~~periods~~considering ~~due~~proposing material adjustments to ~~various~~tax ~~reasons~~positions for issues such as transfer pricing, ~~including~~certain ~~changes~~tax tocredits and the ~~estimated~~deductibility ~~pretax~~of ~~earnings~~certain ~~mix~~expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax ~~reserves~~issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and ~~revised~~continues ~~interpretations~~to orwork ~~changes~~cooperatively with the IRS to resolve these issues. In 2022, BMS entered the IRS administrative appeals process to resolve these matters, and that appeals process is ongoing. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements. BMS believes that it has adequately provided for all open tax ~~legislation~~years ~~code~~by jurisdiction.

During the nine months ended September 30, 2025 and 2024, income tax payments were $2.2 billion and $3.1 billion, including $991 million and $799 million, respectively, for the transition tax following the TCJA enactment.

BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.

It is reasonably possible that the amount of unrecognized tax benefits as of September 30, 2025 could decrease in the range of approximately $260 million to $300 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.

It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by jurisdiction.

Note 8. EARNINGS/(LOSS) PER SHARE

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Amounts in millions, except per share data

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Net earnings/(loss) attributable to BMS

2,~~201~~677

12,~~211~~456

~~5,967~~

~~(9,020)~~

Weighted-average common shares outstanding – basic

2,~~036~~038

2,~~028~~031

~~2,034~~

~~2,026~~

Incremental shares attributable to share-based compensation plans

—

Weighted-average common shares outstanding – diluted

2,~~039~~047

2,~~031~~040

~~2,039~~

~~2,026~~

Earnings/(Loss) per common share

Basic

1.0831

01.6021

~~2.93~~

~~(4.45)~~

Diluted

1.0831

01.6020

~~2.93~~

~~(4.45)~~

The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was ~~21 million~~not ~~and~~material ~~18 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~was 25 million and 41 million for the three and nine months ended September 30, 2024, respectively~~2025.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	September 30, 2025						December 31, 2024
	March 31, 2026						December 31, 2025
Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents
Money market and other securities	$	—	$	107,~~916~~187	$	—	$	—	$	6,~~559~~891	$	—
Marketable debt securities
Certificates of deposit	—		~~651~~750		—		—		~~308~~350		—
Corporate debt securities	—		~~461~~422		—		—		~~486~~439		—
U.S. Treasury securities	—		71107		—		—		3971		—
Derivative assets	—		~~260~~316		—		—		~~750~~303		—
Equity investments(a)	356		88		85		247		42		—
Equity investments	237		—		85		552		—		85
Derivative liabilities	—		~~184~~150		—		—		~~247~~123		—
Contingent consideration liability
Contingent value rights(b)	2		—		592		2		—		256
Contingent value rights(a)	—		—		607		3		—		607

(a) ~~Level~~Includes 3the ~~equity~~fair ~~investments~~value as of ~~September~~contingent ~~30,~~value ~~2025~~rights ~~include~~associated awith ~~19.9%~~the ~~ownership~~Mirati ~~interest~~acquisition. inThe afair ~~company~~value ~~that~~of ~~was~~contingent ~~newly-formed~~value ~~with~~rights ~~Bain~~was ~~Capital~~estimated ~~Life~~using ~~Sciences,~~a ~~which~~probability-weighted ~~BMS~~expected ~~has~~return ~~elected to account for under the fair value option~~method.

~~(b) Includes~~As ~~the~~further ~~fair~~described ~~value~~in of"Item ~~contingent~~8. ~~value~~Financial ~~rights~~Statements ~~associated~~and ~~with~~Supplementary ~~the~~Data—Note ~~Mirati~~9. ~~acquisition~~Financial asInstruments ~~further~~and ~~described~~Fair inValue Measurements"~~—Note~~ 4.in ~~Acquisitions,~~the ~~Divestitures,~~Company's ~~Licensing~~2025 ~~and~~Form ~~Other~~10-K, ~~Arrangements."~~the ~~The~~Company's fair value ofestimates ~~contingent~~use ~~value~~inputs ~~rights~~that ~~was~~are ~~estimated~~either ~~using~~(1) aquoted ~~probability-weighted~~prices ~~expected~~for ~~return~~identical ~~method~~assets ~~and~~or ~~was~~liabilities ~~based~~in onactive ~~significant~~markets ~~unobservable~~(Level 1 inputs,); ~~including~~(2) ~~the~~observable ~~discount~~prices ~~rate~~for ~~and~~similar ~~the~~assets ~~estimated~~or ~~probability~~liabilities ~~and~~in ~~timing~~active ofmarkets ~~achieving~~or afor ~~specified~~identical ~~regulatory~~or ~~milestone.~~similar ~~During~~assets ~~the~~or ~~nine~~liabilities ~~months~~in ~~ended~~markets ~~September~~that ~~30,~~are ~~2025,~~not ~~the~~active ~~change~~(Level in2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of ~~$336 million~~Level ~~reflected~~2 ~~revised~~equity ~~assumptions~~investments ~~primarily~~is ~~related~~adjusted for characteristics specific to the ~~probability~~security ofand ~~achieving~~is ~~the~~not ~~specified~~adjusted ~~regulatory~~for ~~milestone~~contractual ~~and~~sale ~~was~~restrictions. ~~recorded~~Equity ~~within~~investments ~~Other~~subject ~~(income)/expense~~to contractual sale restrictions were not material as of March 31, ~~net.~~2026 and December 31, 2025.

As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2024 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of September 30, 2025 and December 31, 2024.

Marketable Debt Securities

The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025.

1713

Equity Investments

The following summarizes the carrying amount of equity investments:

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Equity investments with RDFV	$	~~444~~237	$	~~289~~552
Equity investments without RDFV	~~833~~871		~~863~~806
Limited partnerships and other investments	~~660~~767		~~598~~738
Total equity investments	$	1,~~936~~875	$	12,~~750~~096

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Equity investments with RDFV

Net (gains)/losses recognized

(~~166~~35)

~~(33)~~5

~~(166)~~

~~(155)~~

Less: net (gains)/losses recognized on investments sold

—(6)

~~(3)~~4

~~(2)~~

Net unrealized (gains)/losses recognized on investments still held

(~~166~~29)

~~(30)~~1

~~(171)~~

~~(153)~~

Equity investments without RDFV

Upward adjustments

—(171)

~~(15)~~—

~~(11)~~

~~(36)~~

Net realized (gains)/losses recognized on investments sold

~~(36)~~35

—19

~~(17)~~

~~(36)~~

Impairments and downward adjustments

662

1345

Limited partnerships and other investments

Equity in net (income)/loss of affiliates and other adjustments

6(25)

239

~~(36)~~

Total equity investment (gains)/losses

(~~190~~134)

~~(12)~~78

~~(90)~~

~~(221)~~

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of ~~September~~March 3031, ~~2025~~2026 were $~~229~~365 million and $~~146~~238 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

BMS enters into foreign currency forward and purchased local currency put option contracts (foreign currency exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign currency exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign currency exchange contracts, which are designated as cash flow hedges, are temporarily recorded in AOCL and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). Beginning in 2026, gains and losses on foreign currency cash flow hedges related to intercompany inventory sales, which were previously presented in Cost of products sold, are now presented in Alliance and other revenues due to a change in the nature of the hedged item. As of ~~September~~March 3031, ~~2025~~2026, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax losses of $~~130~~14 million into ~~Cost~~Alliance ofand ~~products~~other ~~sold~~revenues for the Company's foreign currency exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.41 billion for the euro contracts and $1.20 billion for the Japanese yen contracts as of ~~September~~March 3031, ~~2025~~2026.

BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $584 million as of ~~September~~March 3031, ~~2025~~2026.

1814

In January 2024, BMS entered into forward interest rate contracts of a total notional value of $5.0 billion to hedge future interest rate risk associated with the unsecured senior notes issued in February 2024. The forward interest rate contracts were designated as cash flow hedges and terminated upon the issuance of the unsecured senior notes. The $131 million gain on the transaction was included in Other comprehensive income/(loss) and is amortized as a reduction to interest expense over the term of the related debt. Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.

Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

Net Investment Hedges

Cross-currency swap contracts of $707 million as of ~~September~~March 3031, ~~2025~~2026 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the Japanese yen of $362 million and the euro of $345 million as of ~~September~~March 3031, ~~2025~~2026. Foreign currency forward contracts and zero-cost collar contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of ~~September~~March 3031, ~~2025~~2026, the notional amounts for both of these contracts were zero.

During the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, the amortization of gains related to the portion of the Company's net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges

Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as an adjustment to interest expense over the remaining term of the ~~debt~~hedged item.

Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.

The following table summarizes the fair value and the notional values of outstanding derivatives:

	September 30, 2025								December 31, 2024
	March 31, 2026								December 31, 2025
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts	$	5,~~146~~304	$	96187	$	~~1,716~~989	$	(~~100~~56)	$	65,~~428~~074	$	~~424~~145	$	431,542	$	—(64)
Cross-currency swap contracts	584		7052		—		—		584		2665		~~626~~—		~~(30)~~—
Designated as net investment hedges
Foreign currency exchange contracts	—		—		—		—		185		17		—		—
Cross-currency swap contracts	362		42		345		(41)		362		39		345		(48)
Cross-currency swap contracts	308		17		398		(49)		361		23		346		(7)
Designated as fair value hedges
Interest rate swap contracts	43,~~000~~500		5326		~~755~~1,655		(59)		14,~~500~~000		1046		~~1,955~~555		(205)
Not designated as hedges
Foreign currency exchange contracts	1,~~859~~502		139		31,~~293~~415		(3019)		51,~~749~~887		~~250~~8		~~5,243~~667		(~~173~~5)
Total return swap contracts(c)	~~462~~—		11—		—441		—(24)		—		—		~~443~~447		(171)

(a) Included in Other current assets and Other non-current assets.

(b) Included in Other current liabilities and Other non-current liabilities.

~~The following table summarizes the financial statement classification and amount of (gains)/losses recognized on hedges:~~15

	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	34	$	(3)	$	21	$	21
Cross-currency swap contracts	—		(4)		—		(130)
Interest rate swap contracts	—		2		—		1
Forward interest rate contracts	—		(1)		—		(4)
	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	(3)	$	7	$	(77)	$	(46)
Cross-currency swap contracts	—		(55)		—		(19)
Interest rate swap contracts	—		4		—		11
Forward interest rate contracts	—		(1)		—		(3)

The following table summarizes the financial statement classification and amount of gains and losses recognized on hedges:


	Three Months Ended March 31, 2026				Three Months Ended March 31, 2025
Dollars in millions	Gains/(losses) recognized in Alliance and other revenues		(Gains)/losses recognized in Other (income)/expense, net		(Gains)/losses recognized in Cost of products sold		(Gains)/losses recognized in Other (income)/expense, net
Foreign currency exchange contracts	$	(15)	$	(22)	$	(26)	$	16
Cross-currency swap contracts	—		12		—		(50)
Interest rate swap contracts	—		(5)		—		(1)
Forward interest rate contracts	—		(1)		—		(1)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income/(loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Derivatives designated as cash flow hedges
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)	$	3367	$	(~~195~~216)	$	~~(481)~~	$	46
Reclassified to Cost of products sold	34		(3)		21		(77)
Reclassified to Alliance and other revenues	15		—
Reclassified to Cost of products sold	—		(26)
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)	(413)		3624		90		2
Reclassified to Other (income)/expense, net	—16		(5348)		~~(122)~~		~~(12)~~
Forward interest rate contract gains/(losses):
Recognized in Other comprehensive income/(loss)	—		—		—		131
Reclassified to Other (income)/expense, net	(1)		(1)
Reclassified to Other (income)/expense, net	(1)		(1)		(4)		(3)
Derivatives designated as net investment hedges
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)	169		(4118)		~~(47)~~		9
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)	(191)		(7563)		~~(96)~~		~~(34)~~

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Non-U.S. short-term financing obligations	$	~~261~~319	$	~~218~~284
Current portion of Long-term debt	41,~~248~~988		1,~~828~~977
Short-term debt obligations	$	42,~~509~~308	$	2,~~046~~261

Under its commercial paper program, BMS may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance. ~~The maximum issuance amount was reduced in January 2025 from $7.0 billion as of December 31, 2024 to $5.0 billion.~~

Long-term debt and the current portion of Long-term debt include:

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Principal value	$	4843,~~186~~665	$	4844,~~937~~323
Adjustments to principal value:
Fair value of interest rate swap contracts	4817		~~(10)~~41
Unamortized basis adjustment from swap terminations	6257		7160
Unamortized bond discounts and issuance costs	(~~367~~341)		(~~390~~347)
Unamortized purchase price adjustments of Celgene debt	~~787~~743		~~823~~751
Total	$	4844,~~717~~140	$	4944,~~431~~827
Current portion of Long-term debt	$	41,~~248~~988	$	1,~~828~~977
Long-term debt	4442,~~469~~152		4742,~~603~~850
Total	$	4844,~~717~~140	$	4944,~~431~~827

The fair value of Long-term debt, including the current portion, was $4540.82 billion as of ~~September~~March 3031, ~~2025~~2026 and $4541.35 billion as of December 31, ~~2024~~2025 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, $~~229~~500 million ~~3.875%~~of ~~Notes~~floating ~~and~~rate ~~€575 million~~notes ~~1.000% Euro Notes~~ matured and were repaid.

21Interest payments were $473 million and $624 million for the three months ended March 31, 2026 and 2025, respectively, net of amounts related to interest rate swap contracts.

During the nine months ended September 30, 2024, BMS issued an aggregate principal amount of $13.0 billion of senior unsecured notes ("2024 Senior Unsecured Notes"), with proceeds, net of discount and loan issuance costs, of $12.9 billion. The Company used the net proceeds from this offering to partially fund the acquisitions of RayzeBio and Karuna (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes. Additionally, $2.5 billion 2.900% Notes and $395 million 3.625% Notes matured and were repaid.

Interest payments were $1.7 billion and $1.4 billion for the nine months ended September 30, 2025 and 2024, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of ~~September 30~~March 31, 2026 and December 31, 2025, BMS had a five-year $5.0 billion revolving credit facility, ~~expiring~~which inis ~~January 2030,~~ extendable annually by one year with the consent of the lenders. In ~~February~~January ~~2024~~2026, ~~BMS~~the ~~entered~~Company ~~into~~extended athe ~~$2.0 billion~~termination ~~364-day~~date ~~revolving~~of the credit facility, ~~which~~from ~~expired~~January in2030 to January ~~2025~~2031. The ~~facilities~~facility ~~provide~~provides for customary terms and conditions with no financial covenants and ~~are~~is used to provide backup liquidity for the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit ~~facilities~~facility as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025.

Note 11. RECEIVABLES

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Trade receivables	$	108,~~664~~860	$	911,~~957~~370
Less charge-backs and cash discounts	(~~988~~857)		(~~900~~1,720)
Less allowance for expected credit loss	(5256)		(4558)
Net trade receivables	97,~~624~~946		9,~~012~~592
Alliance, royalties, VAT and other	1,~~798~~422		1,~~735~~821
Receivables	$	119,~~422~~368	$	1011,~~747~~414

Non-U.S. receivables sold on a nonrecourse basis were $~~267~~37 million and $~~387~~75 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. Receivables from the three largest customers in the U.S. represented 7370% and 7475% of total trade receivables as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

Note 12. INVENTORIES

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Finished goods	$	~~1,064~~894	$	~~1,257~~900
Work in process	3,~~063~~101		23,~~549~~159
Raw and packaging materials	~~312~~310		~~320~~281
Total inventories	$	4,~~439~~305	$	4,~~126~~340
Inventories	$	2,~~758~~756	$	2,~~557~~690
Other non-current assets	1,~~681~~549		1,~~569~~650

Note 13. PROPERTY, PLANT AND EQUIPMENT

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Land	$	157	$	~~161~~157
Buildings	7,~~124~~486		67,~~581~~270
Machinery, equipment and fixtures	3,~~807~~906		3,~~818~~790
Construction in progress	1,~~456~~541		1,~~525~~619
Gross property, plant and equipment	1213,~~544~~090		12,~~085~~836
Less accumulated depreciation	(5,~~195~~431)		(45,~~949~~293)
Property, plant and equipment	$	7,~~349~~658	$	7,~~136~~543

Depreciation expense was $~~159~~139 million and $~~489~~165 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~$166 million and $482 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amounts in Goodwill were as follows:

Dollars in millions
Balance at December 31, 2024	$	21,719
Balance at December 31, 2025	$	21,754
Currency translation and other adjustments	27(14)
Balance at September 30, 2025	$	21,745
Balance at March 31, 2026	$	21,740

Other Intangible Assets

Other intangible assets consisted of the following:

EstimatedUseful Lives

~~September~~March 3031, ~~2025~~2026

December 31, ~~2024~~2025

Dollars in millions

Gross carrying amounts

Accumulated amortization

Other intangible assets, net

Gross carrying amounts

Accumulated amortization

Other intangible assets, net

R&D technology

6 years

1,980

(~~523~~688)

1,~~457~~293

1,980

(~~275~~605)

1,~~705~~375

Acquired marketed product rights

3 – 17 years

61,~~939~~385

(5052,~~903~~000)

119,~~036~~384

61,~~876~~385

(4851,~~659~~646)

139,~~217~~739

Capitalized software

3 – 10 years

1,~~578~~476

(1,~~206~~099)

~~372~~377

1,~~499~~453

(1,~~099~~064)

~~400~~389

IPRD

7,~~600~~190

—

7,~~600~~190

7,~~985~~600

—

7,~~985~~600

Total

7372,~~097~~031

(5253,~~632~~786)

2018,~~465~~244

7372,~~340~~418

(5053,~~033~~315)

2319,~~307~~103

Amortization expense of Other intangible assets was $~~867~~472 million and $~~2.6~~863 ~~billion~~million during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~$2.4 billion and $7.3 billion during the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

During the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026, $~~85 million~~410 ~~and $385~~ million, ~~respectively,~~ of IPRD impairment charges were recorded in Research and development expense. The charges ~~reflect~~represent a ~~full~~partial write-down of ana ~~oncology~~radiopharmaceutical asset ~~due~~driven toby ~~pipeline~~an ~~reprioritization~~indication ~~and~~realignment within our portfolio as well as a partial write-down of a separate oncology asset ~~resulting~~based ~~from~~on ~~revised~~recent ~~cash~~clinical ~~flow projections~~results.

During the nine months ended September 30, 2024, a $280 million impairment charge was recorded in Cost of products sold resulting from lower revised cash flow projections for Inrebic. The charge represented a partial impairment based on the excess of the asset’s carrying value over its estimated fair value using discounted cash flow projections. Additionally, a $590 million IPRD impairment charge for alnuctamab was recorded in Research and development expense in connection with portfolio prioritization. Alnuctamab was being studied as a potential treatment for hematologic diseases and was obtained in the acquisition of Celgene. The charge represented a full write-down of the asset.18

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31, ~~2024~~2025
Income taxes	$	2,~~970~~565	$	32,~~292~~920
Research and development	~~832~~834		~~754~~753
Contract assets	~~224~~149		~~385~~192
Other	~~922~~1,050		~~1,186~~748
Other current assets	$	4,~~948~~597	$	54,~~617~~613

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31, ~~2024~~2025
Equity investments (Note 9)	$	1,~~936~~875	$	12,~~736~~096
Operating leases(a)	1,604		1,224
Operating leases	1,528		1,582
Inventories (Note 12)	1,~~681~~549		1,~~569~~650
Pension and postretirement	~~281~~330		~~234~~330
Research and development	~~260~~247		~~336~~250
Receivables and convertible notes	16		452
Other	554		566
Other	554		554
Other non-current assets	$	6,082	$	6,474
Other non-current assets	$	6,332	$	6,105

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31, ~~2024~~2025
Rebates and discounts	$	115,~~240~~301	$	98,~~021~~844
Income taxes	~~1,022~~909		~~1,514~~979
Employee compensation and benefits	~~1,156~~496		1,~~694~~561
Research and development	1,~~397~~514		1,~~366~~434
Dividends	1,~~262~~286		1,~~258~~283
Interest	~~512~~507		~~572~~484
Royalties	~~513~~452		~~477~~537
Operating leases	~~214~~199		~~181~~202
Other	21,~~024~~952		2,~~043~~256
Other current liabilities	$	1912,~~339~~616	$	1817,~~126~~581

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31, ~~2024~~2025
Income taxes	$	1,~~739~~311	$	1,~~491~~407
Pension and postretirement	~~393~~317		~~400~~330
Operating leases(a)	1,849		1,370
Operating leases	1,770		1,826
Deferred income	~~180~~155		~~230~~169
Deferred compensation	~~487~~476		~~456~~487
Contingent value rights (Note 9)	~~592~~607		~~256~~607
Other	~~219~~216		~~266~~216
Other non-current liabilities	$	54,~~459~~853	$	45,~~469~~043

~~(a) Operating lease assets and liabilities as of September 30, 2025 include the commencement of the San Diego lease for $370 million.~~19

Note 16. EQUITY

The following table summarizes changes in equity during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and shares in millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2024	2,923	$	292	$	46,024	$	(1,238)	$	14,912	894	$	(43,655)	$	53
Balance at December 31, 2025	2,923	$	292	$	46,387	$	(1,524)	$	16,896	887	$	(43,579)	$	33
Net earnings/(loss)	—	—		—		—		2,~~456~~677		—	—		61
Other comprehensive income/(loss)	—	—		—		~~(185)~~155		—		—	—		—
Cash dividends declared $0.62 per share	—	—		—		—		(1,262)		—	—		—
Cash dividends declared $0.63 per share	—	—		—		—		(1,286)		—	—		—
Stock compensation	—	—		(13)		—		—		(6)	5964		—
Balance at March 31, 2025	2,923	$	292	$	46,011	$	(1,424)	$	16,106	888	$	(43,597)	$	59
Balance at March 31, 2026	2,923	$	292	$	46,374	$	(1,370)	$	18,287	881	$	(43,515)	$	34
Net earnings/(loss)	—	—		—		—		1,310		—	—		2
Other comprehensive income/(loss)	—	—		—		(130)		—		—	—		—
Cash dividends declared $0.62 per share	—	—		—		—		(1,262)		—	—		—
Stock compensation	—	—		123		—		—		—	6		—
Distributions	—	—		—		—		—		—	—		(8)
Balance at June 30, 2025	2,923	$	292	$	46,134	$	(1,554)	$	16,154	888	$	(43,590)	$	54
Net earnings/(loss)	—	—		—		—		2,201		—	—		(6)
Other comprehensive income/(loss)	—	—		—		41		—		—	—		—
Cash dividends declared $0.62 per share	—	—		—		—		(1,262)		—	—		—
Stock compensation	—	—		131		—		—		(1)	4		—
Balance at September 30, 2025	2,923	$	292	$	46,265	$	(1,513)	$	17,093	887	$	(43,586)	$	48

The following table summarizes changes in equity during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and shares in millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2023	2,923	$	292	$	45,684	$	(1,546)	$	28,766	902	$	(43,766)	$	55
Balance at December 31, 2024	2,923	$	292	$	46,024	$	(1,238)	$	14,912	894	$	(43,655)	$	53
Net earnings/(loss)	—	—		—		—		~~(11~~2,~~911)~~456		—	—		36
Other comprehensive income/(loss)	—	—		—		~~146~~(185)		—		—	—		—
Cash dividends declared $0.60 per share	—	—		—		—		(1,215)		—	—		—
Cash dividends declared $0.62 per share	—	—		—		—		(1,262)		—	—		—
Stock compensation	—	—		(2913)		—		—		(6)	6959		—
Balance at March 31, 2024	2,923	$	292	$	45,655	$	(1,400)	$	15,640	896	$	(43,697)	$	58
Balance at March 31, 2025	2,923	$	292	$	46,011	$	(1,424)	$	16,106	888	$	(43,597)	$	59
Net earnings/(loss)	—	—		—		—		1,680		—	—		4
Other comprehensive income/(loss)	—	—		—		(56)		—		—	—		—
Cash dividends declared $0.60 per share	—	—		—		—		(1,217)		—	—		—
Stock compensation	—	—		111		—		—		—	7		—
Distributions	—	—		—		—		—		—	—		(8)
Balance at June 30, 2024	2,923	$	292	$	45,766	$	(1,456)	$	16,103	896	$	(43,690)	$	54
Net earnings/(loss)	—	—		—		—		1,211		—	—		4
Other comprehensive income/(loss)	—	—		—		(12)		—		—	—		—
Cash dividends declared $0.60 per share	—	—		—		—		(1,217)		—	—		—
Stock compensation	—	—		130		—		—		(1)	15		—
Balance at September 30, 2024	2,923	$	292	$	45,896	$	(1,468)	$	16,097	895	$	(43,675)	$	58

The components of Other comprehensive income/(loss) were as follows:

	Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)	$	2954	$	(515)	$	2439	$	(~~391~~191)	$	8037	$	(~~311~~154)
Reclassified to net earnings(a)	3229		(8)		2422		(~~104~~77)		2016		(8461)
Derivatives qualifying as cash flow hedges	6183		(1323)		4860		(~~495~~268)		~~100~~53		(~~395~~215)
Pension and postretirement benefits
Actuarial gains/(losses)	232		~~(6)~~—		172		23—		~~(6)~~—		17—
Amortization(b)	—2		(1)		1		42		—(1)		51
Pension and postretirement benefits	23		(4)		19		27		(5)		22
Settlements(b)	5		(1)		4		—		—		—
Pension and postretirement benefits	9		(2)		6		2		(1)		1
Marketable debt securities
Unrealized gains/(losses)	—(4)		—1		—(3)		21		—		21
Foreign currency translation	~~(27)~~93		1(2)		~~(26)~~91		649		3319		9628
Other comprehensive income/(loss)	$	58181	$	(1727)	$	41155	$	(~~403~~256)	$	~~127~~71	$	(~~275~~185)

	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)	$	(159)	$	26	$	(133)	$	179	$	(33)	$	146
Reclassified to net earnings(a)	(58)		13		(45)		(93)		14		(79)
Derivatives qualifying as cash flow hedges	(217)		39		(178)		86		(19)		67
Pension and postretirement benefits
Actuarial gains/(losses)	4		—		4		(89)		22		(67)
Amortization(b)	4		(1)		3		7		(1)		6
Settlements(b)	100		(7)		93		119		(9)		110
Pension and postretirement benefits	108		(8)		100		37		12		49
Marketable debt securities
Unrealized gains/(losses)	7		(2)		5		4		(1)		3
Foreign currency translation	34		27		61		(47)		6		(41)
Other comprehensive income/(loss)	$	(68)	$	56	$	(12)	$	80	$	(2)	$	78

(a)Included in Alliance and other revenues, Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.

(a)Included in Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.

(b)Included in Other (income)/expense, net.

The accumulated balances related to each component of Other comprehensive income/(loss), net of taxes, were as follows:

Dollars in millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Derivatives qualifying as cash flow hedges	$	~~(18)~~97	$	~~376~~37
Pension and postretirement benefits	(~~626~~560)		(~~648~~566)
Marketable debt securities	3—		23
Foreign currency translation(a)	(~~872~~906)		(~~968~~997)
Accumulated other comprehensive loss	$	(1,~~513~~370)	$	(1,~~238~~524)

(a)Includes net investment hedge gains of $~~100~~112 million and $~~210~~105 million as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Cost of products sold	$	16	$	1415	$	47	$	42
Selling, general and administrative	58		5356		~~170~~		~~154~~
Research and development	6672		6272		~~203~~		~~191~~
Total stock-based compensation expense	$	~~139~~146	$	~~129~~144	$	~~420~~	$	~~387~~
Income tax benefit	$	2930	$	2730	$	88	$	82

The number of units granted and the weighted-average fair value on the grant date for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 were as follows:

Units in millions	Units	Weighted-Average Fair Value
Restricted stock units	1210.47	$	5654.2414
Market share units	1.10	$	7162.3854
Performance share units	0.5	$	6258.7243

Dollars in millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	~~970~~1,236	$	92121	$	6568
Expected weighted-average period in years of compensation cost to be recognized	2.79		2.13		1.69

Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES

BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations, and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability, and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. Legal proceedings that are significant or that BMS believes could become significant or material are described below.

BMS is vigorously defending against the legal proceedings in which it is named as a defendant and believes it has substantial claims and/or defenses in each matter. While the outcomes of these proceedings and other contingencies BMS is subject to are inherently unpredictable and uncertain, BMS does not believe that any of these matters will have a material adverse effect on BMS’ financial position or liquidity, though they could possibly be material to the Company's consolidated results of operations in any one accounting period. There can be no assurance that there will not be an increase in the scope of one or more of the matters described below or that any other or future lawsuits, claims, government investigations, or other legal proceedings will not be material to BMS’s financial position, results of operations, or cash flows for a particular period. Furthermore, failure to successfully enforce BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. If BMS is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " — Note 7. Income Taxes."

INTELLECTUAL PROPERTY

Eliquis - U.S.

In November 2025, BMS received a Notice Letter from Azurity Pharmaceuticals, Inc. (“Azurity”) notifying BMS that Azurity had filed a 505(b)(2) application containing a paragraph IV certification seeking approval to market apixaban products in the U.S. and challenging a formulation patent listed in the Orange Book for Eliquis but not the composition of matter patent. In response, BMS and Pfizer initiated a patent infringement action against Azurity in the U.S. District Court for the District of Delaware.

Eliquis - Europe

BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have concluded in Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Finland, France, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

To date, courts in these jurisdictions have rendered the following decisions:

•The court made a final negative decision in the UK, and generics are now on the market there.

•The courts made final positive decisions in Norway, Spain, Sweden, and Switzerland. In addition, the courts made initial positive decisions in France, Belgium, Croatia, and the Netherlands which are now final, following settlement.

•The courts made initial negative decisions in Finland, Ireland, and Slovakia. In ~~Finland and~~ Slovakia, ~~appeals~~an ~~are~~appeal is pending. In Finland and Ireland, the appeals court overturned the initial ~~decision~~decisions and remanded the ~~case~~cases to the lower court,. ~~and~~The ~~the~~ case in Ireland is now settled.

•The courts made initial positive decisions in Denmark, the Czech Republic, Greece, and Portugal. In ~~Greece~~Denmark and ~~Portugal~~Greece, appeals are pending. In Portugal, the positive decision was upheld on appeal. In the Czech Republic, the appeals court remanded the case to the lower court, which confirmed the positive decision.

One or more generics have entered the market in ~~Finland,~~ Poland ~~and Portugal~~ while proceedings are pending. Additional generic manufacturers may seek to market generic apixaban products in these or additional countries in Europe prior to the expiration of the Company's patents, which may lead to additional infringement and invalidity actions in Europe.

~~Pomalyst~~PRICING, -SALES ~~U.S.~~AND PROMOTIONAL PRACTICES LITIGATION

InPlavix* ~~December~~Texas 2024, Celgene received a Notice Letter from Cipla USA, Inc. (“Cipla”) notifying Celgene that Cipla had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Cipla in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. In September 2025, Celgene and Cipla entered into a settlement agreement for this matter and the case was dismissed.Litigation

In ~~April~~November 2025, ~~Celgene~~BMS ~~received~~and certain Sanofi entities were named defendants in a ~~Notice~~Texas ~~Letter~~state ~~from~~court ~~USV~~action ~~Private~~in ~~Limited~~Harrison ~~(“USV”)~~County, ~~notifying~~Texas ~~Celgene~~brought ~~that~~by ~~USV~~the ~~had~~attorney ~~filed~~general anof ~~ANDA~~Texas ~~containing~~(the ~~paragraph~~“Texas IVAG") ~~certifications~~and ~~seeking~~by ~~approval~~a toqui ~~market~~tam ~~generic~~relator ~~pomalidomide~~on ~~products~~behalf inof the ~~U.S.~~State Inof ~~response~~Texas relating to the labeling, ~~Celgene~~sales, ~~initiated~~and apromotion ~~patent~~of ~~infringement~~Plavix*. ~~action~~The ~~against~~case ~~USV~~was inremoved to the U.S. District Court for the Eastern District of ~~New~~Texas ~~Jersey,~~but ~~asserting~~was ~~certain~~remanded ~~FDA~~to ~~Orange~~state ~~Book-listed~~court ~~patents~~in Harrison County in March 2026. InAlso ~~October~~in November 2025, ~~Celgene~~BMS and ~~USV~~certain ~~entered~~Sanofi ~~into~~entities asued ~~settlement~~the ~~agreement~~Texas ~~for~~AG ~~this~~in ~~matter~~state court in Travis County, Texas to enjoin the Texas AG's lawsuit, although in April 2026 the Travis County court abated that lawsuit pending disposition of the Harrison County case. No trial dates have been scheduled in either case.

In June 2025, Celgene received a Notice Letter from Deva Holding A/S (“Deva”) notifying Celgene that Deva had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Deva in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. In August 2025, Celgene and Deva entered into a settlement agreement for this matter and the case was dismissed.

In September 2025, Celgene received a Notice Letter from Sandoz Inc. (“Sandoz”) notifying Celgene that Sandoz had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Sandoz in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. No trial date has been scheduled.

Zeposia - U.S.

In May and June 2024, BMS received Notice Letters from Synthon BV (“Synthon”) and Apotex Inc. (“Apotex”), respectively, each notifying BMS that it has filed an ANDA containing a paragraph IV certification seeking approval to market a generic ozanimod product in the U.S. and challenging a polymorph patent listed in the Orange Book for Zeposia but not the composition of matter patent. In response, BMS filed patent infringement actions against Synthon and Apotex in the U.S. District Court for the District of Delaware. In September 2024, the district court consolidated the Synthon and Apotex actions. In September 2025, BMS and Synthon entered into a settlement agreement for this matter and the case was dismissed. The Apotex case remains pending with the trial scheduled for February 2027.

SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers and employees in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints alleged that the defendants violated federal securities laws. The district court consolidated the two actions. In December 2019, the district court denied in part and granted in part defendants’ motion to dismiss. In November 2020, the district court certified a class of Celgene common stock purchasers between April 27, 2017 through April 28, 2018. Following discovery, defendants moved for summary judgment, which the district court granted in part and denied in part. In September 2025, the parties reached a settlement in principle to resolve the Celgene Securities Class Action,. ~~which~~The iscourt ~~subject~~granted topreliminary ~~court~~approval of the settlement in December 2025, with a final approval hearing scheduled for May 2026.

2822

Certain entities filed individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action. These actions ~~have~~were ~~been~~ consolidated for pre-trial proceedings. Defendants ~~have~~ moved for partial summary judgment in these consolidated actions. In August 2025, the court issued a partial summary judgment ruling, dismissing certain statements., ~~The~~although portions of the defendants’ summary judgment motion related to certain other alleged misstatements ~~remain~~remained pending before the court. In January 2026, the parties reached a settlement to resolve the individual actions, and those actions have been closed by the court.

No trial dates have been scheduled in any of the above Celgene Securities Litigations.

Contingent Value Rights Litigations

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene in November 2019. An entity claiming to be the successor trustee under the CVR Agreement alleged that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the alleged successor trustee. The plaintiff sought damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the allegations. BMS filed a motion to dismiss the alleged successor trustee’s complaint for failure to state a claim upon which relief can be granted, which was denied in June 2022. In February 2024, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction. In September 2024, the court granted BMS’s motion and dismissed the lawsuit for lack of subject matter jurisdiction without prejudice to the refiling of a new lawsuit by a properly appointed trustee. The plaintiff has appealed, and BMS has cross-appealed from the denial of its first motion to dismiss.

In November 2024, the same entity claiming to be successor trustee filed a new lawsuit against BMS making similar allegations to the previously dismissed case and attempting to remedy its jurisdictional deficiency. The plaintiff’s new complaint also ~~names~~named the ~~current~~original CVR Agreement Trustee and ~~seeks~~sought a judgment that plaintiff is Trustee. In ~~January~~February 2025, plaintiff filed an amended complaint. In March 2025, BMS filed a motion to dismiss the amended complaint for lack of subject matter jurisdiction and failure to state a claim. In ~~February~~December 2025, the court denied that motion in substantial part, finding the plaintiff ~~filed~~to anbe the successor trustee, but dismissed two of the five claims asserted in the amended complaint. BMS has filed a motion for reconsideration or, in the alternative, certification for immediate appeal. In ~~March~~the same case, the original trustee (which also has been named a defendant) filed putative crossclaims against BMS in the event that it is later found to be the trustee. In December 2025, BMS filed a motion to dismiss the ~~amended~~crossclaims ~~complaint~~ for lack of subject matter jurisdiction ~~and~~or failure to state a claim.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County, asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of securities laws. In June 2024, the ~~Court~~court granted defendants’ motion to dismiss the complaint in its entirety without prejudice to file an amended complaint. The plaintiff filed an amended complaint which was dismissed with prejudice in February 2025. The plaintiff has appealed the dismissal.

In July 2025, an individual beneficial owner of CVRs filed a lawsuit against BMS in the Southern District of New York making similar allegations to the previously dismissed case. BMS moved to dismiss the complaint in September 2025.

No trial dates have been scheduled in any of the above CVR Litigations.

OTHER LITIGATION

IRA Litigation

On June 16, 2023, BMS filed a lawsuit against HHS and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the drug-pricing program in the IRA. That program requires pharmaceutical companies, like BMS, under the threat of significant penalties, to sell certain of their medicines at government-dictated prices. In April 2024, the court denied BMS’s motion for summary judgment and granted the government’s cross-motion for summary judgment. BMS appealed to the United States Court of Appeals for the Third Circuit. In September 2025, the Third Circuit affirmed the lower court’s decision. In December 2025, BMS filed a petition for certiorari at the Supreme Court of the United States, seeking review of the Third Circuit’s decision.

340B Litigation

On November 26, 2024, BMS filed a lawsuit against Carole Johnson, Administrator of Health Resources & Services Administration (“HRSA”) and Xavier Becerra, U.S. Secretary of HHS, challenging HRSA’s determination that BMS could not implement a cash rebate model for the 340B drug pricing program. BMS is seeking a determination that HRSA’s actions violate the Administrative Procedure Act and the United States Constitution. In May 2025, the U.S. District Court for the District of Columbia granted HRSA summary judgment on BMS’s claims. BMS has appealed to the U.S. Court of Appeals for the District of Columbia Circuit, and the Court isheard ~~scheduled to hear~~ oral argument in November 2025.

2923

Thalomid and Revlimid Litigations

Beginning in November 2014, putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws in connection with, among other things, activities related to obtaining and litigating certain Revlimid patents. In October 2020, the district court entered a final order approving a class settlement and dismissed the matter. Certain entities—including entities that opted out of the settlement class and others who claim that their suits are not covered by that settlement—have since filed additional suits against Celgene and BMS pursuing similar claims based on related theories, and a subset of plaintiffs brought additional claims related to copay assistance for Thalomid and Revlimid. Those new suits are principally being litigated in the U.S. District Court for the District of New Jersey. The Court dismissed certain of those complaints with leave to amend in June 2024. All plaintiffs filed amended complaints in August 2024. BMS and Celgene have filed motions to dismiss those complaints, which are currently pending.

Related actions are also pending in San Francisco Superior Court and the Philadelphia County Court of Common Pleas. No activity is expected in these cases until disposition of the New Jersey actions. No trial dates have been scheduled.

Pomalyst Antitrust Class Action

Beginning in September 2023, certain entities filed putative class actions against Celgene, BMS, and certain individuals in the U.S. District Court for the Southern District of New York asserting claims under various antitrust, consumer protection, and unjust enrichment laws in connection with activities related to obtaining and litigating certain Pomalyst patents. In March 2025, the court dismissed the complaints against Celgene, BMS and the named individuals. Plaintiffs ~~have~~ sought leave to amend their complaints, and in March 2026, the court denied plaintiffs’ motion for leave to amend and entered judgment in favor of the defendants. In April 2026, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit. In June 2025, an additional plaintiff filed a suit that is substantively identical to the ~~proposed~~cases ~~amended~~described ~~complaint.~~above, and in April 2026, that plaintiff stipulated to dismissal of its claims, subject to its right to appeal.

ENVIRONMENTAL PROCEEDINGS

As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA and Other Remediation Matters

With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other "potentially responsible parties," and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be $60 million as of ~~September~~March 3031, ~~2025~~2026, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties).

3024

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows. Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

EXECUTIVE SUMMARY

Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value. Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence and strategically allocate capital for long-term growth and shareholder returns. WeOur R&D strategy is designed to invest in the most promising science and to consistently execute in a way that translates that science into new medicines with the highest probability of success. To execute this strategy, we focus on three key priorities: science, execution, and value. Additionally, we are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our ~~2024~~2025 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

InDuring ~~2025,~~the wefirst ~~have~~quarter ~~achieved~~of ~~multiple~~2026, ~~regulatory~~we ~~approvals~~made ~~across~~meaningful progress advancing our ~~portfolio~~pipeline, ~~including~~highlighted ~~the~~by: (i) ~~approval~~positive ofinterim ~~Breyanzi~~Phase ~~for~~III ~~adults~~results ~~with~~from ~~relapsed~~the orSUCCESSOR‑2 ~~refractory~~study FLof inoral ~~the~~mezigdomide EUin RRMM, (ii) ~~approval~~positive ofPhase ~~Camzyos~~III ~~for~~results from the ~~treatment~~SCOUT-HCM trial of ~~symptomatic~~Camzyos ~~obstructive~~in ~~HCM~~adolescents inwith ~~Japan~~symptomatic oHCM, (iii) ~~approval~~positive oftop‑line ~~Opdivo~~results +from ~~Yervoy as~~ a ~~first-line~~Phase ~~treatment~~II oftrial ~~adult~~for ~~patients~~Reblozyl ~~with unresectable or advanced HCC~~ in ~~both~~adults ~~the~~with ~~U.S.~~Alpha ~~and the EU~~(α)-Thalassemia, (iv) ~~approval~~positive ofinterim ~~Opdivo~~top‑line +results ~~Yervoy~~from ~~for~~a ~~first-line~~Phase ~~treatment~~III oftrial ~~adults~~conducted ~~and~~in ~~pediatric~~China ~~patients~~for 12iza-bren ~~years~~in ~~and~~previously ~~older~~treated ~~with~~ unresectable orlocally ~~metastatic~~advanced ~~MSI-H~~ or ~~dMMR~~metastatic ~~colorectal~~TNBC, ~~cancer in the U.S.~~ and ~~Japan,~~ (v) ~~approval~~FDA acceptance of ~~Opdivo~~our asNDA ~~a perioperative regimen~~ for ~~resectable~~iberdomide ~~high risk NSCLC~~ in ~~the~~combination EUwith ~~and~~standard ~~(vi)~~therapy ~~approval of Opdivo Qvantig~~ for ~~use~~patients ~~across~~with ~~multiple~~RRMM. ~~adult~~Additionally, ~~solid~~Sotyktu ~~tumors~~was approved in the EUU.S. ~~Additionally,~~for ~~we received label updates from~~ the ~~FDA~~treatment ~~that~~of ~~have~~adults ~~reduced~~with oractive ~~removed~~PsA ~~certain~~and ~~patient~~Opdivo ~~monitoring~~was ~~requirements~~approved ~~associated~~in ~~with~~ the ~~use~~U.S. ofand ~~Camzyos,~~EU ~~Breyanzi~~for ~~and Abecma~~cHL.

We continue to pursue activities to advance and expand our pipeline through our internal research and development efforts as well as through business development activities. In October 2025, BMS entered into a definitive agreement to acquire Orbital Therapeutics, which will provide the Company with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently in IND-enabling studies for autoimmune disease. Additionally in 2025 the Company (i) entered into a strategic collaboration with BioNTech to co-develop and co-commercialize BioNTech's investigational bispecific antibody pumitamig (BNT327/BMS986545) across multiple solid tumor types, (ii) acquired a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer, and (iii) expanded our development and manufacturing capabilities by opening a new radiopharmaceutical facility in Indianapolis, Indiana, which will support RPTs acquired in connection with the RayzeBio acquisition. For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to "Item 1. Financial Statements — Note 3. Alliances" and "Item 1. Financial Statements — Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements".

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions. As a result of an expansion in 2025, we expect to realize annual cost savings of approximately $2.0 billion by the end of 2027. The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.

Financial Highlights

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions, except per share data

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Total Revenues

1211,~~222~~489

11,~~892~~201

~~35,692~~

~~35,958~~

Diluted earnings/(loss) per share

GAAP

1.0831

01.6020

~~2.93~~

~~(4.45)~~

Non-GAAP

1.6358

1.80

~~4.89~~

~~(0.53)~~

Revenues increased 3% ~~for~~during the ~~third~~first quarter of ~~2025 and decreased 1% on a year-to-date basis~~2026. Demand increased across the Growth Portfolio and for Eliquis, which was partially offset by the impact of generics across the remainder of the Legacy Portfolio. Additionally, ~~year-to-date~~ revenues were impacted by ~~the~~lower ~~redesign~~average ofnet selling prices for the ULegacy Portfolio and foreign exchange impacts of 2%.S. ~~Medicare~~Excluding ~~Part~~foreign Dexchange ~~program~~impacts, revenues increased 1%.

The $0.4811 increase in GAAP EPS for the ~~third~~first quarter of ~~2025~~2026 was primarily due to the impact of certain specified items, including lower amortization of acquired intangible assets, ~~and~~partially ~~cost~~offset ~~savings~~by ~~from~~higher ~~our~~IPRD ~~ongoing~~impairment ~~strategic~~charges ~~productivity~~in ~~initiative~~2026 inand ~~2025,~~the ~~partially~~expiry ~~offset~~of byroyalty ~~higher~~income ~~one-time~~on ~~Acquired~~diabetes ~~IPRD~~products ~~charges~~at the end of 2025. After adjusting for specified items, the $0.1722 decrease in non-GAAP EPS was primarily due to ~~higher~~the ~~one-time~~expiry ~~Acquired~~of ~~IPRD~~royalty ~~charges,~~income ~~partially~~on ~~offset~~diabetes byproducts ~~costs~~at ~~savings~~the ~~from~~end ~~our~~of ~~ongoing strategic productivity initiative in~~ 2025.

The $7.38 increase in GAAP EPS year-to-date was primarily due to lower one-time Acquired IPRD charges, the impact of certain specified items, including lower amortization of acquired intangible assets, and cost savings from our ongoing strategic productivity initiative in 2025. After adjusting for specified items, the $5.42 increase in non-GAAP EPS was primarily due to lower one-time Acquired IPRD charges and cost savings from our ongoing strategic productivity initiative in 2025.

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For further information and reconciliations relating to our non-GAAP financial measures refer to "—Non-GAAP Financial Measures."

Economic and Market Factors

Governmental Actions

AsOngoing ~~regulators~~regulatory ~~continue to~~ focus on prescription drugs, ~~our~~has ~~products are facing~~ increased pressures across ~~the~~our portfolio. These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which ~~can~~have negatively impacted, and may continue to negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. InUnder ~~August~~the ~~2024~~IRA, asthe ~~part~~HHS ofannounced the ~~first~~"maximum ~~round~~fair ofprice" ~~government~~for ~~price~~a ~~setting~~30-day ~~pursuant~~equivalent tosupply ~~the~~of ~~IRA~~Eliquis, which applies to the ~~HHS~~U.S. ~~announced~~Medicare channel effective January 1, 2026 and the "maximum fair price" for a 30-day ~~equivalent~~ supply of ~~Eliquis~~Pomalyst, which applies to the U.S. Medicare channel effective January 1, ~~2026~~2027. InAdditionally, in January ~~2025~~2026, the HHS selected ~~Pomalyst~~Orencia as a medicine subject to "negotiation" for government-set prices beginning in ~~2027~~2028. It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria., ~~This~~or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.

In ~~May~~December 2025, ~~President~~we ~~Trump~~announced ~~issued~~the anU.S. ~~executive~~Government ~~order~~Agreement ~~entitled,~~pursuant ~~"Delivering~~to ~~Most-Favored~~which ~~Nation~~we ~~Prescription~~agreed ~~Drug Pricing~~ to ~~American Patients~~," ~~which,~~ among ~~various~~other ~~proposals,~~things: ~~directs~~(i) ~~the~~provide ~~HHS~~Eliquis tofor ~~facilitate~~free ~~direct-~~to~~-consumer~~ ~~purchasing~~the ~~programs~~Medicaid ~~for~~program ~~pharmaceutical~~effective ~~manufacturers~~January ~~that~~1, ~~sell~~2026; ~~their~~(ii) ~~products~~donate tomore ~~American~~than ~~patients~~seven attons ~~the~~of ~~most-favored-nation~~Eliquis ~~price~~API ~~and~~ to ~~communicate~~fill ~~most-favored-nation~~the ~~price~~U.S. ~~targets~~Strategic toActive ~~manufacturers~~Ingredient ~~and~~Reserve; ~~propose~~(iii) aenable ~~rulemaking plan~~ direct-to ~~impose most~~-~~favored-nation~~patient ~~pricing~~access ifto ~~“significant~~Sotyktu, ~~progress”~~Zeposia, isReyataz, ~~not~~Baraclude ~~made~~and ~~towards~~Orencia ~~achieving~~for ~~such~~cash-paying ~~pricing.~~patients Onat ~~July~~discounts ~~31,~~approximately ~~2025,~~80% ~~the~~off ~~Trump~~current ~~administration~~list ~~sent~~prices; ~~letters~~(iv) toadopt ~~several~~a ~~pharmaceutical~~more ~~manufacturers,~~balanced ~~including~~pricing ~~BMS,~~approach ~~which~~for ~~outlined~~new ~~steps~~launches ~~that~~across ~~such~~developed ~~manufacturers~~nations; ~~should~~and ~~take~~(v) continue to ~~advance~~expand ~~certain~~domestic ~~objectives of the executive order~~production. ~~While~~This ~~there~~agreement, isand ~~significant~~any ~~uncertainty~~potential ~~around~~future ~~the~~agreements ~~potential~~with ~~implementation~~government ofentities, ~~this~~by ~~executive~~us ~~order~~or ~~and~~our ~~related rule-making~~competitors, it could result in reduced prices and reimbursement for certain of our ~~U.S.~~or competing products and may ~~significantly~~ impact our ~~business~~cash flows and ~~consolidated~~ results of operations.

32In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029, including for recently imposed tariffs relating to patented pharmaceuticals and associated pharmaceutical ingredients pursuant to the Presidential Proclamation dated April 2, 2026, and will not be subject to future pricing mandates in the U.S. while the agreement remains in effect. However, such exemptions may be terminated or may not be extended. In addition, we remain subject to any current or future pricing mandates implemented outside of the U.S. It is possible that such regulations may result in a material impact on our business and results of operations.

InSee ~~July~~risk ~~2025,~~factors ~~the~~on ~~OBBBA~~governmental ~~was~~action ~~enacted~~items ~~which,~~included ~~among~~under ~~other~~“Part ~~things,~~I—Item ~~aims to achieve efficiencies in U~~1A.S. ~~federal~~Risk ~~government healthcare spending over the next decade~~Factors—Product, ~~primarily~~Industry ~~within~~and ~~Medicaid.~~Operational ~~Additionally,~~Risks—Increased ~~this~~pricing ~~legislation~~pressure ~~makes~~and ~~permanent~~other ~~many~~restrictions ~~provisions~~in of the ~~TCJA~~U.S. and ~~modifies~~abroad ~~certain~~continue ~~rules,~~to ~~including~~negatively ~~within~~affect ~~the~~our ~~international~~revenues ~~tax~~and ~~framework~~profit margins”, ~~thereby~~“—We ~~offering~~could ~~increased~~lose ~~certainty~~market ~~for~~exclusivity ~~future~~of ~~business~~a ~~planning.~~product ~~The~~earlier ~~OBBBA~~than ~~also~~expected”, ~~permits~~“—We ~~businesses~~could toexperience ~~immediately~~difficulties, ~~deduct~~delays upand todisruptions ~~100%~~in ofour ~~their~~supply ~~qualifying~~chain ~~domestic~~as ~~R&D~~well ~~expenses~~as in the ~~year they are incurred for tax years beginning after December 31~~manufacturing, ~~2024,~~distribution and ~~allows~~sale ~~businesses to accelerate deductions (over a one- or two-year period)~~ of ~~domestic~~our ~~R&D~~products”, ~~expenses~~“—Changes ~~that were deferred from 2022~~ to ~~2024.~~tax Weregulations ~~are~~could ~~continuing~~negatively toimpact ~~assess~~our ~~the~~earnings” ~~full~~and ~~scope~~"—Adverse ofchanges ~~this~~in ~~legislation~~U.S. and ~~its~~global ~~potential~~economic ~~commercial~~and ~~implications,~~political ~~and~~conditions itcould isadversely ~~possible~~affect ~~that~~our ~~these~~operations ~~changes~~and ~~may~~profitability" ~~impact~~in our ~~cash~~2025 ~~flows~~Form ~~and results of operations~~10-K.

At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.). Some of these state-level actions may also influence federal and other state policies and legislation. Given the current uncertainty surrounding the adoption, timing and implementation of many of these measures, as well as pending litigation challenging such laws, we are unable to predict their full impact on our business. However, such measures could modify or decrease access, coverage, or reimbursement of our products, or result in significant changes to our sales or pricing practices, which could have a material impact on our revenues and results of operations. With respect to the Federal Public Health Service Act drug pricing program, certain states have enacted laws regulating manufacturer pricing obligations under the program to date. Several additional states are considering similar potential legislation or other government actions, and we expect other states may do the same in the future.

The United States and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the recently imposed U.S. tariffs, such exemptions may be terminated or may not apply to any future tariffs. Additionally, pharmaceuticals are not exempt from certain tariffs recently imposed outside of the United States. We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that these changes, or any future changes, may result in a material impact on our business and results of operations.

See risk factors on these items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins”, “—We could lose market exclusivity of a product earlier than expected”, “—We could experience difficulties, delays and disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products” and “—Changes to tax regulations could negatively impact our earnings” in our 2024 Form 10-K.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in ~~2025~~2026 as of ~~October~~April 30, ~~2025~~2026:


Product			Date			Approval

Opdivo + Yervoy August 2025 Japan’s Ministry of Health Labour and Welfare approval of Opdivo + Yervoy for the treatment of unresectable advanced or recurrent microsatellite instability-high (MSI-High) colorectal cancer.


Breyanzi	April 2026	Japan's Ministry of Health Labour and Welfare approval of Breyanzi for the treatment of both relapsed or refractory MCL and relapsed or refractory MZL.

Opdivo	March 2026	Announced FDA approval of Opdivo in combination with doxorubicin, vinblastine and dacarbazine (AVD), for the treatment of adult and pediatric patients 12 years and older with previously untreated, Stage III or IV cHL. Announced EC approval of Opdivo in combination with brentuximab vedotin, for the treatment of children 5 years of age and older, adolescents, and adults up to 30 years of age with relapsed or refractory cHL after one prior line of therapy.

Sotyktu	March 2026	Announced FDA approval of Sotyktu, for the treatment of adults with active PsA.

Opdivo + Yervoy	June 2025	Japan’s Ministry of Health Labour and Welfare approval of Opdivo + Yervoy for the treatment of unresectable HCC.
Inrebic	June 2025	Japan’s Ministry of Health Labour and Welfare approval of Inrebic for the treatment of myelofibrosis.
Opdivo Qvantig	May 2025	EC approval of Opdivo Qvantig for use across multiple adult solid tumors as monotherapy, monotherapy maintenance following completion of intravenous Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib.
Opdivo	May 2025	EC approval for perioperative regimen of neoadjuvant Opdivo and chemotherapy followed by surgery and adjuvant Opdivo for the treatment of resectable NSCLC at high-risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%.
Opdivo + Yervoy	April 2025	FDA approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or metastatic HCC.
Opdivo + Yervoy	April 2025	FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients (12 years and older) with unresectable or metastatic microsatellite instability-high or mismatch repair deficient CRC.
Camzyos	March 2025	Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM.
Breyanzi	March 2025	EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy.
Opdivo + Yervoy	March 2025	EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC.
Augtyro	February 2025	EC approval for Augtyro as a treatment for adult patients with ROS1-positive NSCLC and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors.

Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the first quarter of 2026.

~~Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the third quarter of 2025.~~26

Acquisitions, Divestitures, Licensing and Other Arrangements

Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for information on significant acquisitions, divestitures, licensing and other arrangements.

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:

	Three Months Ended September 30,								Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		% Change		Foreign Exchange(cb)		~~2025~~		~~2024~~		~~% Change~~		~~Foreign Exchange(c)~~
United States	$	87,~~329~~788	$	87,~~232~~873	(1)	%	—	%	$	~~24,721~~	$	~~25,509~~	~~(3)~~	%	—	%
International(a)	3,602		3,389		6	%	4	%	10,193		9,803		4	%	1	%
International	3,444		3,110		11	%	8	%
Other(b)	290		271		7	%	—	%	778		646		20	%	—	%
Other(a)	257		218		18	%	(7)	%
Total revenues	$	1211,~~222~~489	$	11,~~892~~201	3	%	12	%	$	~~35,692~~	$	~~35,958~~	~~(1)~~	%	—	%

(a) Includes ~~Puerto~~royalties ~~Rico~~and alliance-related revenues for products not sold by our regional commercial organizations, including royalties received from Merck on Winrevair*.

(b) ~~Includes~~Foreign ~~royalties~~exchange ~~and~~impacts ~~alliance-related~~were ~~revenues~~derived ~~for~~by ~~products~~applying ~~not~~the ~~sold~~prior byperiod ~~our~~average ~~regional~~currency ~~commercial~~rates ~~organizations~~to the current period revenues.

(c) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.

United States

•U.S. revenues ~~increased~~decreased 1% during the ~~third~~first quarter of ~~2025 and decreased 3% year-to-date~~2026, reflecting higher demand across the Growth Portfolio and for Eliquis, offset by the impact of ~~generics~~generic onerosion ~~Revlimid,~~within ~~Sprycel,~~the ~~and~~remainder ~~Abraxane~~of the Legacy Portfolio. Additionally, ~~year-to-date~~ revenues were impacted by ~~the~~lower ~~redesign~~average ofnet ~~the~~selling ~~U.S.~~prices ~~Medicare~~for ~~Part~~the DLegacy ~~program~~Portfolio. Average U.S. net selling prices decreased 51% ~~year-to-date~~ compared to the corresponding period a year ago.

International

•International revenues increased 611% during the ~~third~~first quarter of ~~2025 and 4% year-to-date~~2026, primarily due to higher demand across the Growth Portfolio and for Eliquis, partially offset by generic erosion within the remainder of the Legacy Portfolio. Excluding the impacts of foreign exchange, international revenues increased 3% during the ~~third~~first quarter of ~~2025 and year-to-date~~2026.

No single country outside the U.S. contributed more than 10% of total revenues during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.

3527

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:

	Three Months Ended September 30,								Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026			~~2024~~2025			% Change		~~2025~~			~~2024~~			~~% Change~~
Gross product sales	$	2216,~~494~~926		$	2119,~~223~~874		6(15)	%	$	~~64,548~~		$	~~61,298~~		5	%
GTN adjustments
Charge-backs and cash discounts	(32,~~475~~467)			(2,~~967~~958)			(17)	%	~~(9,840)~~			~~(8,366)~~			18	%
Medicaid and Medicare rebates	(41,~~887~~875)			(43,~~577~~840)			7(51)	%	~~(13,244)~~			~~(11,525)~~			15	%
Other rebates, returns, discounts and adjustments	(21,~~281~~416)			(2,~~196~~190)			4(35)	%	~~(6,819)~~			~~(6,440)~~			6	%
Total GTN adjustments	(105,~~644~~758)			(98,~~740~~988)			9(36)	%	~~(29,903)~~			~~(26,331)~~			14	%
Net product sales	$	11,~~850~~168		$	1110,~~483~~886		3	%	$	~~34,645~~		$	~~34,967~~		~~(1)~~	%
GTN adjustments percentage	4734		%	4645		%	1(11)	%	46		%	43		%	3	%
U.S.	5438		%	5251		%	2(13)	%	53		%	48		%	5	%
Non-U.S.	1821		%	2021		%	~~(2)~~—	%	19		%	20		%	~~(1)~~	%

Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $87(21) million and $~~418~~289 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~$42 million and $103 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively. The ~~reductions~~reduction to ~~provisions~~provision recognized for the ~~nine~~three months ended ~~September~~March 3031, 2025 primarily ~~relate~~related to lower than expected Medicaid utilization. The changes in gross product sales and GTN adjustments were primarily due to a list price reduction for Eliquis in the U.S. in 2026.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to higher government channel rebates and mix, including the impact of the redesign of the Medicare Part D program, which requires manufacturers to be responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

3628

Product Revenues

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		% Change		~~2025~~		~~2024~~		~~% Change~~
Growth Portfolio
Opdivo	$	2,~~532~~146	$	2,~~360~~265	7(5)	%	$	~~7,356~~	$	~~6,825~~	8	%
U.S.	1,~~454~~159		1,~~366~~332		6(13)	%	~~4,293~~		~~3,927~~		9	%
Non-U.S.	1,077		994		8	%	3,063		2,898		6	%
International & Other	988		933		6	%
Opdivo Qvantig	67163		—9		~~N/A~~>200%		~~105~~		—		~~N/A~~
U.S.	60131		—8		~~N/A~~>200%		97		—		~~N/A~~
Non-U.S.	7		—		N/A		8		—		N/A
International & Other	32		—		>200%
Orencia	~~964~~818		~~936~~770		36	%	~~2,697~~		~~2,682~~		1	%
U.S.	~~721~~590		~~706~~555		26	%	~~1,987~~		~~2,020~~		~~(2)~~	%
Non-U.S.	243		230		6	%	710		662		7	%
International & Other	228		215		6	%
Yervoy	~~739~~651		~~642~~624		154	%	~~2,090~~		~~1,855~~		13	%
U.S.	~~455~~367		~~399~~394		14(7)	%	~~1,300~~		~~1,171~~		11	%
Non-U.S.	284		243		17	%	790		684		15	%
International & Other	284		230		24	%
Reblozyl	~~615~~555		~~447~~478		3716	%	~~1,661~~		~~1,226~~		35	%
U.S.	~~494~~440		~~358~~390		3813	%	~~1,336~~		~~999~~		34	%
Non-U.S.	121		89		35	%	324		227		43	%
International & Other	116		89		30	%
Opdualag	299		233		28	%	835		674		24	%
Breyanzi	411		263		56	%
U.S.	~~259~~292		~~216~~204		2043	%	~~739~~		~~637~~		16	%
Non-U.S.	40		17		122	%	96		37		156	%
International & Other	120		60		101	%
Breyanzi	359		224		60	%	966		484		100	%
Opdualag	295		252		17	%
U.S.	~~251~~246		~~173~~228		458	%	~~709~~		~~382~~		86	%
Non-U.S.	109		51		115	%	257		102		153	%
International & Other	49		25		98	%
Camzyos	~~296~~314		~~156~~159		8997	%	~~714~~		~~379~~		88	%
U.S.	~~238~~229		~~135~~126		7682	%	~~578~~		~~342~~		69	%
Non-U.S.	57		21		177	%	137		37		>200%
International & Other	85		33		155	%
Zeposia	~~161~~118		~~147~~107		911	%	~~418~~		~~408~~		2	%
U.S.	~~113~~69		~~105~~61		814	%	~~278~~		~~288~~		~~(3)~~	%
Non-U.S.	48		42		13	%	139		120		16	%
International & Other	49		46		7	%
Abecma	137		124		9	%	326		301		8	%
Sotyktu	69		55		24	%
U.S.	5135		7732		~~(34)~~10	%	~~156~~		~~183~~		~~(15)~~	%
Non-U.S.	86		47		80	%	170		118		44	%
International & Other	33		23		43	%
Sotyktu	80		66		21	%	206		163		26	%
Krazati	50		48		4	%
U.S.	5146		5144		—4	%	~~126~~		~~126~~		—	%
Non-U.S.	29		15		91	%	80		37		112	%
International & Other	3		4		(6)	%
Krazati	53		34		58	%	149		87		72	%
Cobenfy	56		27		107	%
U.S.	4856		3227		52107	%	~~139~~		82		70	%
Non-U.S.	5		2		144	%	10		5		94	%
International & Other	—		—		N/A
Cobenfy	43		—		N/A		105		—		N/A
Other Growth Products(a)	581		507		15	%
U.S.	43212		—233		~~N/A~~(9)	%	~~104~~		—		~~N/A~~
Non-U.S.	—		—		N/A		—		—		N/A
International & Other	369		274		35	%
Total Growth Portfolio	$	6,227	$	5,563	12	%
U.S.	3,872		3,633		7	%
International & Other	2,355		1,930		22	%

3729

	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in millions	2025		2024		% Change		2025		2024		% Change
Growth Portfolio (cont.)
Other Growth Products(a)	514		443		16	%	1,388		1,116		24	%
U.S.	195		182		8	%	570		511		12	%
Non-U.S.	319		261		22	%	817		605		35	%
Total Growth Portfolio	$	6,857	$	5,812	18	%	$	19,016	$	16,200	17	%
U.S.	4,432		3,800		17	%	12,413		10,668		16	%
Non-U.S.	2,425		2,012		20	%	6,603		5,532		19	%
Legacy Portfolio
Eliquis	$	34,~~746~~137	$	3,~~002~~565	2516	%	$	~~10,991~~	$	~~10,138~~	8	%
U.S.	23,~~631~~077		2,~~045~~646		2916	%	~~7,930~~		~~7,410~~		7	%
Non-U.S.	1,115		957		16	%	3,060		2,728		12	%
International & Other	1,059		919		15	%
Revlimid	~~575~~349		~~1,412~~936		(5963)	%	~~2,349~~		~~4,434~~		~~(47)~~	%
U.S.	~~485~~278		~~1,212~~809		(6066)	%	~~2,027~~		~~3,830~~		~~(47)~~	%
Non-U.S.	89		200		(55)	%	322		604		(47)	%
International & Other	71		127		(44)	%
Pomalyst/Imnovid	~~675~~513		~~898~~658		(2522)	%	~~2,041~~		~~2,722~~		~~(25)~~	%
U.S.	~~596~~439		~~697~~537		(1518)	%	~~1,717~~		~~2,010~~		~~(15)~~	%
Non-U.S.	79		201		(61)	%	324		712		(55)	%
International & Other	74		122		(39)	%
Sprycel	~~119~~73		~~290~~175		(5958)	%	~~413~~		~~1,088~~		~~(62)~~	%
U.S.	6936		~~225~~126		(6971)	%	~~263~~		~~848~~		~~(69)~~	%
Non-U.S.	49		65		(24)	%	150		240		(37)	%
International & Other	37		49		(25)	%
Abraxane	7450		~~253~~105		(7153)	%	~~284~~		~~701~~		~~(59)~~	%
U.S.	2412		~~151~~40		(8471)	%	97		~~450~~		~~(79)~~	%
Non-U.S.	50		102		(50)	%	187		251		(25)	%
International & Other	38		65		(42)	%
Other Legacy Products(b)	~~177~~156		~~225~~199		(21)	%	~~599~~		~~675~~		~~(11)~~	%
U.S.	9274		~~102~~82		(1110)	%	~~274~~		~~293~~		~~(7)~~	%
Non-U.S.	85		123		(29)	%	324		382		(14)	%
International & Other	82		116		(30)	%
Total Legacy Portfolio	$	5,~~365~~277	$	65,~~080~~638	(126)	%	$	~~16,676~~	$	~~19,758~~	~~(16)~~	%
U.S.	3,~~897~~916		4,~~432~~240		(128)	%	~~12,308~~		~~14,841~~		~~(17)~~	%
Non-U.S.	1,468		1,648		(11)	%	4,368		4,917		(11)	%
International & Other	1,361		1,398		(3)	%
Total Revenues	$	12,222	$	11,892	3	%	$	35,692	$	35,958	(1)	%
Other revenue(c)	$	(15)	$	—	N/A
U.S.	8,329		8,232		1	%	24,721		25,509		(3)	%
International & Other	(15)		—		N/A
Non-U.S.(c)	3,893		3,660		6	%	10,971		10,449		5	%
Total Revenues	$	11,489	$	11,201	3	%
U.S.	7,788		7,873		(1)	%
International & Other	3,701		3,328		11	%

(a) Includes Abecma, Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues, including royalties received from Merck on Winrevair*.

(b) Includes other mature brands.

3830

Growth Portfolio

•Opdivo ~~(nivolumab) — a~~revenues ~~fully~~decreased ~~human~~5% ~~monoclonal~~during ~~antibody that binds to~~ the ~~PD-1~~first onquarter Tof ~~and~~2026, ~~NKT~~primarily ~~cells.~~due Itto ~~has~~changes ~~been~~in ~~approved~~sales ~~for~~channel ~~several~~inventory ~~anti-cancer indications including bladder, blood, CRC, head~~ and ~~neck,~~timing ~~RCC,~~of ~~HCC,~~customer ~~lung,~~orders ~~melanoma,~~in ~~MPM,~~the ~~stomach and esophageal cancer~~U.S., ~~The~~partially ~~Opdivo+Yervoy~~offset ~~regimen~~by ~~also~~foreign isexchange ~~approved~~impacts ~~in multiple markets for the treatment~~ of ~~NSCLC,~~3%. ~~melanoma,~~Excluding ~~MPM,~~foreign ~~RCC,~~exchange ~~CRC~~impacts, ~~HCC~~revenues ~~and~~decreased ~~various gastric and esophageal cancers~~8%.

•~~U.S.~~Opdivo Qvantig revenues increased 6more than 200% during the ~~third~~first quarter of ~~2025 and 9% year-to-date~~2026, primarily due to higher ~~average~~demand ~~net~~as ~~selling~~a ~~prices~~result ~~and~~of ~~higher~~the ~~demand~~product's launch in 2025.

•~~International~~Orencia revenues increased 86% during the ~~third~~first quarter of ~~2025 and 6% year-to-date~~2026, primarily due to higher demand ~~for~~in ~~additional~~the ~~indication~~U.S. ~~launches~~ and foreign exchange impacts of 32% ~~and (1)%, respectively~~. Excluding foreign exchange impacts, revenues increased 65%. Formulation and 7%additional patents expire in 2026 and beyond. In April 2026, ~~respectively~~BMS entered into agreements with Dr. Reddy's Laboratories that allow for (i) an Orencia biosimilar for intravenous administration to be marketed in the U.S. upon approval and (ii) an Orencia biosimilar for subcutaneous administration to be marketed in the U.S. as early as February 2028. BMS is not aware of an Orencia biosimilar currently on the market in the U.S., EU or Japan.

~~Opdivo~~•Yervoy ~~Qvantig~~revenues ~~(nivolumab~~increased ~~and~~4% ~~hyaluronidase-nvhy) — is~~during athe ~~subcutaneously~~first ~~administered~~quarter ~~PD-1~~of ~~inhibitor~~2026, ~~indicated~~primarily ~~for~~due ~~most~~to ~~previously~~higher ~~approved~~demand ~~adult,~~across ~~solid~~international ~~tumor~~markets ~~Opdivo~~and ~~indications~~foreign asexchange ~~monotherapy,~~impacts ~~monotherapy~~of ~~maintenance~~3%. ~~following~~Excluding ~~completion~~foreign ofexchange ~~Opdivo~~impacts, ~~plus~~revenues ~~Yervoy~~increased ~~combination~~2%. ~~therapy,~~BMS oris innot ~~combination~~aware ~~with~~of ~~chemotherapy~~a orYervoy ~~cabozantinib.~~biosimilar ~~Opdivo~~on ~~Qvantig~~the ~~was~~market ~~launched~~ in the U.S. ~~and Puerto Rico in January 2025. Additionally~~, inEU ~~May~~or ~~2025, the product was approved by the EC~~Japan.

~~Orencia~~•Reblozyl ~~(abatacept)~~revenues —increased a16% ~~fusion~~during ~~protein~~the ~~indicated~~first ~~for~~quarter ~~adult~~of ~~patients~~2026, ~~with~~primarily ~~moderate~~due to ~~severe~~higher ~~active~~demand RA and ~~PsA.~~foreign Itexchange ~~has~~impacts ~~indications~~of ~~for~~1%. ~~(i)~~Excluding ~~reducing~~foreign ~~signs~~exchange ~~and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD~~impacts, inrevenues ~~combination~~increased ~~with a calcineurin inhibitor and methotrexate~~15%.

•~~U.S.~~Breyanzi revenues increased 256% during the ~~third~~first quarter of ~~2025~~2026, primarily due to higher demand, ~~partially~~and ~~offset~~foreign byexchange ~~lower~~impacts ~~average~~of ~~net~~3%. ~~selling~~Excluding ~~prices~~foreign exchange impacts, revenues increased 53%.

•~~U.S.~~Opdualag revenues ~~decreased~~increased 217% ~~year-to-date~~during the first quarter of 2026, primarily due to ~~lower~~higher ~~average~~demand ~~net~~and ~~selling~~foreign ~~prices,~~exchange ~~partially~~impacts ~~offset~~of by2%. ~~higher~~Excluding ~~demand~~foreign exchange impacts, revenues increased 15%.

•~~International~~Camzyos revenues increased 697% during the ~~third~~first quarter of ~~2025 and 7% year-to-date~~2026, primarily due to higher demand and foreign exchange impacts of 24% ~~during the third quarter~~. Excluding foreign exchange impacts, revenues increased 394% ~~and 7%, respectively~~.

•~~BMS~~Zeposia isrevenues ~~not~~increased ~~aware~~11% during the first quarter of ~~any~~2026, ~~Orencia~~primarily ~~biosimilars~~due onto ~~the~~higher ~~market~~demand in the U.S., EU and ~~Japan.~~foreign ~~Formulation~~exchange ~~and~~impacts ~~additional~~of ~~patents~~4%. ~~expire~~Excluding inforeign ~~2026~~exchange ~~and~~impacts, ~~beyond~~revenues increased 7%.

~~Yervoy~~•Sotyktu ~~(ipilimumab) — a~~revenues ~~CTLA4~~increased ~~immune~~24% ~~checkpoint~~during ~~inhibitor. Yervoy is a monoclonal antibody for~~ the ~~treatment~~first quarter of ~~patients~~2026, ~~with~~primarily ~~unresectable~~due orto ~~metastatic~~higher ~~melanoma.~~demand ~~The~~across ~~Opdivo+Yervoy~~international ~~regimen is approved in multiple~~ markets ~~for~~and ~~the~~foreign ~~treatment~~exchange impacts of ~~NSCLC,~~4%. ~~melanoma,~~Excluding ~~MPM,~~foreign ~~RCC,~~exchange ~~CRC~~impacts, ~~HCC~~revenues ~~and~~increased ~~esophageal cancer~~20%.

•~~U.S.~~Krazati revenues increased 144% during the ~~third~~first quarter of ~~2025 and 11% year-to-date~~2026, primarily due to higher demand in the U.S. and ~~higher~~foreign ~~average~~exchange ~~net~~impacts ~~selling~~of ~~prices~~1%. Excluding foreign exchange impacts, revenues increased 3%.

•~~International~~Cobenfy revenues increased 17107% during the ~~third~~first quarter of ~~2025 and 15% year-to-date~~2026, primarily due to higher demand ~~and~~in ~~foreign exchange impacts of 4% during~~ the ~~third quarter~~U. ~~Excluding foreign exchange impacts, revenues increased 13% and 15%, respectively~~S.

•In the U.S., the estimated minimum market exclusivity date was March 2025. BMS is not aware of any Yervoy biosimilars on the market.

Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in (i) adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions, (ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require red blood cell transfusions, as well as (iii) adult patients without previous erythropoiesis stimulating agent use (ESA-naïve) with very low- to intermediate-risk MDS who may require regular red blood cell transfusions, regardless of RS status.

•U.S. revenues increased 38% during the third quarter of 2025 and 34% year-to-date, primarily due to higher demand.

•International revenues increased 35% during the third quarter of 2025 and 43% year-to-date, primarily due to higher demand and foreign exchange impacts of 4% and 2%, respectively. Excluding foreign exchange impacts, revenues increased 31% and 41%, respectively.

Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma.

•U.S. revenues increased 20% during the third quarter of 2025 and 16% year-to-date, primarily due to higher demand.

Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL, and relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor.

•U.S. revenues increased 45% during the third quarter of 2025 and 86% year-to-date, primarily due to higher demand for core indications and additional indication launches.

•International revenues increased by 115% during the third quarter of 2025 and 153% year-to-date, primarily due to higher demand driven by new indication launches and launches in new markets as well as foreign exchange impacts of 10% and 8%, respectively. Excluding foreign exchange impacts, revenues increased 104% and 145%, respectively.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.

•U.S. revenues increased 76% during the third quarter of 2025 and 69% year-to-date, primarily due to higher demand.

Zeposia (ozanimod) — an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults.

•U.S. revenues increased 8% during the third quarter of 2025, primarily due to higher demand, partially offset by lower average net selling prices.

•U.S. revenues decreased 3% year-to-date, primarily due to lower average net selling prices.

•International revenues increased 13% during the third quarter of 2025 and 16% year-to-date, primarily due to higher demand and foreign exchange impacts of 6% and 3%, respectively. Excluding foreign exchange impacts, revenues increased 6% and 13%, respectively.

Abecma (idecabtagene vicleucel) — is a BCMA genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody.

•U.S. revenues decreased 34% during the third quarter of 2025 and 15% year-to-date, primarily due to lower demand from increased competition in BCMA targeted therapies.

•International revenues increased 80% during the third quarter of 2025 and 44% year-to-date, primarily due to a one-time favorable GTN adjustment in 2025 and foreign exchange impacts of 9% and 4%, respectively. Excluding foreign exchange impacts, revenues increased 71% and 40%, respectively.

Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy.

•U.S. revenues were relatively flat during the third quarter of 2025 and year-to-date, primarily driven by higher demand, offset by lower average net selling prices.

Krazati (adagrasib) — a highly selective and potent oral small-molecule inhibitor of the KRASG12C mutation, indicated for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic NSCLC, as determined by an FDA-approved test, who have received at least one prior systemic therapy and, in combination with cetuximab, for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic CRC, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy. Krazati was brought into the BMS portfolio as part of the Mirati acquisition completed in 2024.

•U.S. revenues increased 52% during the third quarter of 2025 and 70% year-to-date, primarily due to higher demand, partially offset by lower average net selling prices.

Cobenfy (xanomeline and trospium chloride) – a combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults. Cobenfy was approved by the FDA in September 2024 and launched in the U.S. in October 2024 and Puerto Rico in January 2025.

Other growth products — includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

Legacy Portfolio

•Eliquis ~~(apixaban)~~revenues —increased an16% ~~oral~~during ~~Factor~~the Xafirst ~~inhibitor~~quarter ~~indicated~~of ~~for~~2026, ~~the~~primarily ~~reduction~~due to higher demand in ~~risk~~the U.S. and foreign exchange impacts of ~~stroke/systemic~~3%. ~~embolism~~Excluding foreign exchange impacts, revenues increased 13%. Following the May 2021 expiration of regulatory exclusivity for Eliquis in ~~NVAF~~Europe, generic manufacturers have sought to challenge our Eliquis patents and ~~for~~related SPCs and have begun marketing generic versions of Eliquis in certain countries prior to the ~~treatment~~expiry of ~~DVT/PE~~our patents and ~~reduction~~related SPCs, which has led to the filing of infringement and invalidity actions involving our Eliquis patents and related SPCs being filed in ~~risk~~various countries in Europe. In the EU, the apixaban composition of ~~recurrence~~matter ~~following~~patents ~~initial~~and ~~therapy~~related SPCs expire in November 2026. Additionally, in November 2025, BMS and Pfizer initiated a patent infringement action against an applicant seeking approval to market apixaban products in the U.S. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.

•U.S. revenues increased 29% during the third quarter of 2025 and 7% year-to-date, primarily due to higher demand and changes in average net selling prices. Average net selling prices increased during the third quarter of 2025 and decreased on a year-to-date basis, mainly driven by the redesign of the Medicare Part D program.31

•~~International~~Revlimid revenues ~~increased~~decreased 1663% during the ~~third~~first quarter of ~~2025 and 12% year-to-date~~2026, primarily due to ~~higher~~lower demand ~~and~~in ~~foreign~~the ~~exchange~~U.S. ~~impacts~~as a result of 6%generic ~~and~~erosion. 3%In the U.S., ~~respectively~~certain third parties have been granted volume-limited licenses to sell generic lenalidomide. ~~Excluding~~Pursuant ~~foreign~~to ~~exchange~~these ~~impacts~~licenses, ~~revenues~~several ~~increased~~generics ~~11%~~have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. As of January 31, 2026, these licenses are no longer volume-limited. In the EU and 9%Japan, ~~respectively~~generic lenalidomide products have entered the market.

•~~Following~~Pomalyst/Imnovid ~~the~~revenues ~~May~~decreased ~~2021~~22% ~~expiration~~during ofthe ~~regulatory~~first ~~exclusivity~~quarter ~~for~~of ~~Eliquis in Europe~~2026, ~~generic~~primarily ~~manufacturers~~due ~~have sought~~ to ~~challenge~~lower ~~our~~demand ~~Eliquis~~as ~~patents~~a ~~and~~result ~~related~~of ~~SPCs and have begun marketing~~ generic ~~versions~~erosion. ofIn ~~Eliquis in certain countries prior to~~ the ~~expiry~~U.S. of(March ~~our~~2026) ~~patents~~ and ~~related SPCs~~EU, ~~which~~generics ~~has~~have ~~led~~entered to the ~~filing of infringement and invalidity actions involving our Eliquis patents and related SPCs being filed in various countries in Europe~~market. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.

~~Revlimid~~•Sprycel ~~(lenalidomide)~~revenues —decreased an58% ~~oral~~during ~~immunomodulatory drug that in combination with dexamethasone is indicated for~~ the ~~treatment~~first quarter of ~~patients~~2026, ~~with~~primarily ~~multiple~~due ~~myeloma.~~to ~~Revlimid as~~lower ademand ~~single agent is also indicated~~ as a ~~maintenance~~result ~~therapy~~of ingeneric ~~patients~~erosion. ~~with~~Excluding ~~multiple~~foreign ~~myeloma~~exchange ~~following~~impacts, ~~autologous~~revenues ~~hematopoietic~~decreased ~~stem cell transplant~~59%. ~~Revlimid has~~In ~~received~~the ~~approvals~~U.S., ~~for~~EU ~~several~~and ~~indications~~Japan, ingenerics ~~hematological~~have ~~malignancies~~entered ~~including~~the ~~lymphoma and MDS~~market.

•~~U.S.~~Abraxane revenues decreased 6053% during the ~~third~~first quarter of ~~2025 and 47% year-to-date~~2026, primarily due to lower demand ~~driven~~as bya result of generic erosion, ~~and~~partially ~~lower~~offset ~~average net selling prices. Lower average net selling prices were impacted~~ by ~~the~~foreign ~~redesign~~exchange impacts of ~~the~~1%. ~~Medicare~~Excluding ~~Part~~foreign Dexchange ~~program~~impacts, ~~during~~revenues ~~2025~~decreased 54%.

•International revenues decreased 55% during the third quarter of 2025 and 47% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of (1)% year-to-date. Excluding foreign exchange impacts, revenues decreased 56% and 46%, respectively.

•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. These licenses will no longer be volume limited beginning on January 31, 2026. In the EU and Japan, generic lenalidomide products have entered the market.

Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.

•U.S. revenues decreased 15% during the third quarter of 2025 and year-to-date, primarily due to lower average net selling prices. Lower average net selling prices were impacted by the redesign of the Medicare Part D program during 2025.

•International revenues decreased 61% during the third quarter of 2025 and 55% year-to-date, primarily due to generic erosion and foreign exchange impacts of 1% during the third quarter. Excluding foreign exchange impacts, revenues decreased 61% and 55%, respectively.

•Generic pomalidomide products entered the EU market in August 2024 and are expected to enter the U.S. market in March 2026.

Sprycel (dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of patients with Philadelphia chromosome-positive CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* (imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.

•U.S. revenues decreased 69% during the third quarter of 2025 and year-to-date, primarily due to lower demand driven by generic erosion.

•International revenues decreased 24% during the third quarter of 2025 and 37% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of 1% and (1)%, respectively. Excluding foreign exchange impacts, revenues decreased 25% and 37%, respectively.

•In the U.S. (September 2024), EU and Japan, generic dasatinib products have entered the market.

Abraxane (paclitaxel albumin-bound particles for injectable suspension) — a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.

•U.S. revenues decreased 84% during the third quarter of 2025 and 79% year-to-date, primarily due to lower demand driven by generic erosion.

Other legacy products — includes other mature brands.

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our ~~2024~~2025 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of ~~September~~March 3031, ~~2025~~2026, for our U.S. distribution channels, and as of ~~June~~December 3031, 2025, for our non-U.S. distribution channels.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accounted for approximately 8590% of total gross sales of U.S. products during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. Factors that may influence our estimates include generic erosion, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst. Internationally, Revlimid and Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next ~~annual~~quarterly report on Form 10-KQ.

4332

Expenses

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions

~~2025~~2026

~~2024~~2025

% Change

~~2025~~

~~2024~~

~~% Change~~

Cost of products sold(a)

3,~~435~~421

23,~~957~~033

1613

~~9,839~~

~~9,156~~

Selling, general and administrative

1,~~789~~617

1,~~983~~584

~~(10)~~2

~~5,086~~

~~6,278~~

~~(19)~~

Research and development

2,~~528~~649

2,~~374~~257

617

~~7,365~~

~~7,968~~

~~(8)~~

Acquired IPRD

~~633~~94

~~262~~188

~~142~~(50)

~~2,328~~

~~13,343~~

~~(83)~~

Amortization of acquired intangible assets

~~831~~437

~~2,406~~830

(6547)

~~2,491~~

~~7,179~~

~~(65)~~

Other (income)/expense, net

~~(108)~~32

~~234~~339

(~~146~~90)

~~725~~

~~588~~

Total Expenses

98,~~108~~250

108,~~216~~230

~~(11)~~—

~~27,834~~

~~44,512~~

~~(37)~~

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $~~478~~388 million in the ~~third~~first quarter of ~~2025 and $683 million year-to-date~~2026, primarily due to higher alliance profit sharing and product mix. ~~The year-to-date increase was partially offset by an impairment charge of $280 million recorded in 2024.~~

Selling, General and Administrative

Selling, general and administrative expense ~~decreased~~increased by $~~194~~32 million in the ~~third~~first quarter of ~~2025~~2026, ~~and~~primarily ~~$1.2~~due ~~billion year-~~to~~-date~~ higher investments in new product launches, ~~primarily~~partially ~~due~~offset toby cost savings from the Company's ongoing strategic productivity initiative~~, including investment prioritization decisions~~. ~~Additionally, year-to-date 2024 included cash settlements of unvested stock awards and other acquisition-related expenses of $372 million.~~

Research and Development

Research and development expense increased by $~~154~~393 million in the ~~third~~first quarter of ~~2025~~2026, primarily due to ~~an $85 million~~ IPRD impairment ~~charge~~charges ~~and higher drug development costs as a result~~ of ~~recent~~$410 ~~acquisitions~~million, partially offset by cost savings from the Company's ongoing strategic productivity initiative ~~in 2025~~.

On a year-to-date basis, Research and development expense decreased $603 million, primarily due to the cash settlements of unvested stock awards and other acquisition-related expenses in 2024 ($348 million) as well as lower IPRD impairment charges ($205 million) and cost savings from the Company's ongoing strategic productivity initiative in 2025.

Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Karuna asset acquisition (Note 4)	$	—	$	—	$	—	$	12,122
BioArctic upfront fee	$	—	$	100
BioNTech upfront fee (Note 3)	—		—		1,500		—
Evotec designation and opt-in license fees	10		83
Philochem upfront fee (Note 4)	350		—		350		—
Other	84		5
SystImmune upfront fee and milestone (Note 3)	250		—		250		800
Acquired IPRD	$	94	$	188
BioArctic upfront fee (Note 4)	—		—		100		—
Evotec designation and opt-in license fees	25		125		108		170
RayzeBio rights buy-out	—		92		—		92
Prothena opt-in license fee	—		—		—		80
Other	8		45		20		79
Acquired IPRD	$	633	$	262	$	2,328	$	13,343

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $~~1.6~~393 ~~billion~~million in the ~~third~~first quarter of ~~2025 and $4.7 billion year-to-date~~2026, primarily due to the lower amortization expense related to ~~Revlimid~~Pomalyst. The ~~Revlimid~~Pomalyst acquired marketed product right was fully amortized in the fourth quarter of ~~2024~~2025.

4433

Other (Income)/Expense, Net

Other (income)/expense, net changed by $~~342~~306 million in the ~~third~~first quarter of ~~2025~~2026 ~~and $137 million year-to-date~~ as discussed below.

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Interest expense	$	~~480~~411	$	~~505~~494	$	~~1,459~~	$	~~1,451~~
Royalty income - divestitures	~~(286)~~—		(~~284~~272)		~~(844)~~		~~(820)~~
Royalty and licensing income	(~~276~~195)		(~~180~~259)		~~(697)~~		~~(532)~~
Provision for restructuring	75		78		432		558
Investment income	(104)		(138)
Investment income	(161)		(94)		(438)		(364)
Provision for restructuring	5		133
Integration expenses	36		69		110		214
Litigation and other settlements	4		257
Litigation and other settlements	165		—		424		71
Equity investment (gains)/losses	(134)		78
Acquisition expenses	—		—		5		50
Integration expenses	19		41
Intangible asset impairments	—		47		—		47
Other	27		4
Equity investment (gains)/losses	(190)		(12)		(90)		(221)
Other (income)/expense, net	$	32	$	339
Contingent consideration	—		—		336		—
Other	48		105		29		134
Other (income)/expense, net	$	(108)	$	234	$	725	$	588

•~~Interest~~As ~~expense~~part ~~decreased~~of inour ~~the~~diabetes ~~third~~termination ~~quarter~~agreement ofwith ~~2025 and increased year-to-date~~AstraZeneca, ~~primarily~~we ~~due~~received toroyalty ~~the~~payments ~~timing~~based ofon ~~additional~~net ~~borrowings~~sales, ~~and~~which ~~maturities~~terminated as of ~~debt~~December ~~instruments.~~31, ~~Refer to "Item 1~~2025. ~~Financial Statements—Note 10. Financing Arrangements" for further information.~~

•~~Royalties~~Litigation and ~~licensing~~other ~~income~~settlements includes ~~$85 million~~amounts ofrelated ~~income~~to ~~recognized~~pricing, ~~during~~sales ~~the~~and ~~third~~promotional ~~quarter~~practices ofdisputes ~~2025~~ in ~~connection with~~ the ~~out-license~~first quarter of ~~five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences~~2025. ~~Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for more information.~~

•~~Provision~~Gains ~~for~~on ~~restructuring~~equity ~~includes~~investments ~~exit~~during ~~and~~the ~~other~~first ~~costs~~quarter of 2026 are primarily ~~related~~driven toby ~~certain~~upward ~~restructuring~~adjustments ~~activities~~in ~~including~~equity ~~the~~investments ~~plans~~without ~~discussed~~RDFV. ~~further~~Refer into "“Item 1. Financial Statements—Note 69. ~~Restructuring"~~Financial Instruments and Fair Value Measurements” for more information.

•Investment income increased in the third quarter of 2025 and year-to-date due to higher cash balances.

•Litigation and other settlements includes amounts related to a securities litigation matter in the third quarter of 2025. Year-to-date 2025 also includes amounts related to a pricing, sales and promotional practices dispute. Refer to "Item 1. Financial Statements— Note 18. Legal Proceedings and Contingencies" for more information.

•Equity investments generated higher gains during the third quarter of 2025, primarily driven by investments that have readily determinable fair values. Equity investments generated lower gains year-to-date 2025, driven by limited partnerships and other investments. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.

•Contingent consideration year-to-date 2025 reflects the change in fair value of the contingent value rights associated with the Mirati acquisition. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.

•Other includes pension settlement charges of $100 million and $119 million for the third quarter and year-to-date 2024, respectively, related to the termination of the Bristol-Myers Squibb Puerto Rico. Inc. Retirement Income pension plan.

Income Taxes

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026			~~2024~~2025			~~2025~~			~~2024~~
Earnings/(Loss) before income taxes	$	3,~~114~~240		$	12,~~676~~971		$	~~7,858~~		$	~~(8,554)~~
Income tax provision	~~919~~561			~~461~~509			~~1,888~~			~~455~~
Effective tax rate	2917.53		%	2717.51		%	~~24.0~~		%	~~(5.3)~~		%
Impact of specified items	(70.2)9		%	(92.01)		%	~~(6.1)~~		%	~~193.7~~		%
Effective tax rate excluding specified items	2218.3		%	1815.51		%	~~17.9~~		%	~~188.4~~		%

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The ~~estimated~~increase ~~tax~~in ~~impacts from~~ the ~~OBBBA~~effective ~~are~~tax ~~reflected~~rate inwas ~~the~~primarily ~~Company's~~driven ~~income~~by ~~tax~~jurisdictional ~~provision~~earnings ~~for~~mix, ~~the~~partially ~~three~~offset ~~and~~by ~~nine~~the ~~months~~impact ~~ended~~of ~~September~~certain ~~30,~~discrete ~~2025~~adjustments. ~~For~~Excluding ~~additional~~the ~~information~~impact onof specified items, the ~~impacts~~increase ofin the ~~OBBBA,~~effective ~~refer~~tax torate ~~"Item~~was 1.primarily ~~Financial~~driven ~~Statements~~by —jurisdictional ~~Note~~earnings 7mix. ~~Income Taxes".~~

The change in the effective tax rate for the three and nine months ended September 30, 2025 was primarily driven by changes in jurisdictional earnings mix and income tax reserves. During the third quarter of 2025, additional reserves of $160 million were recorded for certain transfer pricing matters. Further, the effective tax rate for the nine months ended September 30, 2024 reflects a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna as well as the release of income tax reserves related to the resolution of the Celgene 2017-2019 IRS audit.34

Excluding the impact of specified items, the change in effective tax rate for the three and nine months ended September 30, 2025 was primarily driven by jurisdictional earnings mix. On a year-to-date basis, the change in the effective tax rate was further impacted by the Karuna acquisition in 2024.

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) ~~acquisition and~~ integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) ~~stock compensation resulting from acquisition-related equity awards, (viii)~~ pension, legal and other contractual settlement charges, (ixviii) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnerships and other investments), and (xix) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates, as well as certain other significant tax items. We also provide worldwide and international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on ~~October~~April 30, ~~2025~~2026 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management's, analysts' and investors’ overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for the related financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

4635

Specified items were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Inventory purchase price accounting adjustments	$	13	$	13	$	38	$	34
Intangible asset impairment	—		—		—		280
Site exit and other costs	—		2
Site exit and other costs	110		88		114		105
Cost of products sold	13		14
Cost of products sold	122		101		152		419
Site exit and other costs	—		1
Acquisition related charges(a)	—		—		19		372
Selling, general and administrative	—		1
Site exit and other costs	1		7		6		19
IPRD impairments	410		—
Selling, general and administrative	1		7		25		391
Site exit and other costs	1		21
IPRD impairments	85		—		385		590
Research and development	411		21
Acquisition related charges(a)	—		—		—		348
Amortization of acquired intangible assets	437		830
Site exit and other costs	10		21		49		36
Interest expense	(9)		(12)
Research and development	95		21		434		974
Provision for restructuring	5		133
Amortization of acquired intangible assets	831		2,406		2,491		7,179
Litigation and other settlements	—		246
Interest expense(b)	(12)		(12)		(36)		(37)
Equity investment (gains)/losses	(134)		77
Provision for restructuring	75		78		432		558
Integration expenses	19		41
Integration expenses	36		69		110		214
Other	(22)		3
Litigation and other settlements	179		—		425		61
Other (income)/expense, net	(140)		489
Acquisition expenses	—		—		5		50
Increase to earnings/(loss) before income taxes	721		1,356
Intangible asset impairment	—		47		—		47
Income taxes on items above	(161)		(143)
Equity investment (gains)/losses	(190)		(13)		(92)		(222)
Increase to net earnings/(loss) attributable to BMS	$	560	$	1,212
Contingent consideration	—		—		336		—
Other	10		106		10		116
Other (income)/expense, net	98		275		1,189		787
Increase to earnings/(loss) before income taxes	1,148		2,810		4,291		9,750
Income taxes on items above	(190)		(371)		(447)		(1,296)
Specified tax charge/(benefit)(c)	160		—		160		(502)
Income taxes	(31)		(371)		(287)		(1,798)
Increase to net earnings/(loss) attributable to BMS	$	1,117	$	2,439	$	4,004	$	7,952

(a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.

(b) Includes amortization of purchase price adjustments to Celgene debt.

(c) Includes additional reserves for certain transfer pricing matters in 2025 and the release of tax reserves related to the resolution of the Celgene 2017-2019 IRS audit in 2024.

The reconciliations from GAAP to Non-GAAP were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in millions, except per share data

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Net earnings/(loss) attributable to BMS

GAAP

2,~~201~~677

12,~~211~~456

~~5,967~~

~~(9,020)~~

Specified items

~~1,117~~560

21,~~439~~212

~~4,004~~

~~7,952~~

Non-GAAP

3,~~318~~237

3,~~650~~668

~~9,971~~

~~(1,068)~~

Weighted-average common shares outstanding – diluted

2,~~039~~047

2,~~031~~040

~~2,039~~

~~2,026~~

Diluted earnings/(loss) per share attributable to BMS

GAAP

1.0831

01.6020

~~2.93~~

~~(4.45)~~

Specified items

0.5527

10.2059

~~1.96~~

~~3.92~~

Non-GAAP

1.6358

1.80

~~4.89~~

~~(0.53)~~

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:

Dollars in Millions	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Cash and cash equivalents	$	159,~~726~~574	$	10,~~346~~209
Marketable debt securities – current	~~776~~912		~~513~~464
Marketable debt securities – non-current	~~406~~366		~~320~~396
Total cash, cash equivalents and marketable debt securities	1610,~~909~~853		11,~~179~~069
Short-term debt obligations	(42,~~509~~308)		(2,~~046~~261)
Long-term debt	(4442,~~469~~152)		(4742,~~603~~850)
Net debt position	$	(3233,~~069~~607)	$	(3834,~~470~~043)

We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash from operations and our access to short-term and long-term borrowings, are sufficient to satisfy our existing and anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, our net debt position decreased by $~~6.4~~436 ~~billion~~million primarily driven by cash provided by operations of $121.21 billion, ~~partially~~and ~~offset~~proceeds byfrom ~~dividend~~the ~~payments~~sale of ~~$3.8~~equity ~~billion~~investment ~~and~~securities, ~~payments~~partially ~~for~~offset ~~recent~~by ~~acquisitions,~~dividend ~~collaborations~~payments ~~and milestones~~ of $21.23 billion.

~~During~~Under ~~the~~our ~~nine~~commercial ~~months~~paper ~~ended September 30~~program, ~~2024,~~we ~~BMS~~may ~~issued~~issue ana ~~aggregate~~maximum ~~principal amount~~ of $135.0 billion of ~~senior~~ unsecured notes ~~("2024 Senior Unsecured Notes"),~~ with ~~proceeds,~~maturities ~~net~~ of ~~discount~~not ~~and~~more ~~loan~~than ~~issuance~~365 ~~costs,~~days ~~of $12.9 billion. The Company used the net proceeds~~ from ~~this offering to partially fund~~ the ~~acquisitions~~date of ~~RayzeBio and Karuna and used the remaining net proceeds for general corporate purposes~~issuance. ~~Additionally, $2.5 billion 2.900% Notes and $395 million 3.625% Notes matured and were repaid.~~

~~Under~~As ~~our~~of ~~commercial~~March ~~paper~~31, ~~program~~2026 and December 31, 2025, we ~~may~~had ~~issue~~ a ~~maximum~~five-year of $5.0 billion ofrevolving ~~unsecured~~credit ~~notes~~facility, ~~that~~which ~~have~~is ~~maturities~~extendable annually by one year with the consent of ~~not~~the ~~more~~lenders. ~~than~~In ~~365~~January ~~days~~2026, ~~from~~we extended the termination date of ~~issuance~~the credit facility from January 2030 to January 2031. No borrowings were outstanding under the revolving credit facility as of March 31, 2026 and December 31, 2025.

AsDividend ofpayments ~~September 30,~~were ~~2025, we had a five-year~~ $51.0 3 billion ~~revolving~~during ~~credit facility expiring in January 2030, which is extendable annually by one year with~~ the ~~consent~~three ofmonths ~~the~~ended ~~lenders. Additionally, in February 2024, we entered into a $2.0~~March ~~billion 364-day revolving credit facility~~31, ~~which expired in January 2025~~2026. The ~~facilities~~decision ~~provide~~to ~~for~~authorize ~~customary~~dividends ~~terms~~is ~~and~~made ~~conditions~~on ~~with~~a noquarterly ~~financial~~basis ~~covenants~~by ~~and may be used to provide backup liquidity for~~ our ~~commercial~~Board ~~paper borrowings. No borrowings were outstanding under any revolving credit facility as~~ of ~~September 30, 2025 and December 31, 2024~~Directors.

~~Dividend~~During ~~payments were $3.8 billion during~~ the ~~nine~~three months ended ~~September 30~~March 31, ~~2025.~~2026 ~~The~~and ~~decision~~2025, toincome ~~authorize~~tax ~~dividends~~payments iswere ~~made~~$239 million onand ~~a quarterly basis by our Board of Directors~~$235 million.

Cash Flows

The following is a discussion of cash flow activities:

	Nine Months Ended September 30,
	Three Months Ended March 31,
Dollars in millions	~~2025~~2026		~~2024~~2025
Cash flow provided by/(used in):
Operating activities	$	121,~~182~~104	$	101,~~751~~954
Investing activities	(~~2,674~~131)		(~~21,156~~499)
Financing activities	(41,~~319~~560)		~~6,769~~(993)

Operating Activities

The $~~1.4~~850 ~~billion~~million ~~increase~~decrease in cash provided by operating activities compared to ~~2024~~2025 was ~~primarily~~ driven by lower ~~expenses~~net ~~due~~customer toreceipts, ~~the~~primarily ~~ongoing~~due ~~strategic~~to ~~productivity~~a ~~initiative,~~list ~~lower~~price ~~tax~~reduction ~~payments~~for Eliquis, and ~~lower~~higher ~~acquisition~~litigation-related ~~expenses~~disbursements, ~~including~~partially ~~the~~offset ~~cash~~by ~~settlement~~lower ofexpenses ~~unvested~~due ~~stock~~to ~~awards~~the inongoing ~~2024,~~strategic ~~partially~~productivity ~~offset by higher GTN payments~~initiative.

Investing Activities

~~The~~Cash ~~$18.5 billion change in cash~~ used in investing activities ~~compared~~during to2026 ~~2024~~ was ~~due~~primarily todriven ~~higher~~by ~~acquisition-related~~net ~~payments~~purchases of ~~$19.5~~marketable ~~billion~~debt insecurities ~~2024~~of $422 million, partially offset by ~~lower net~~ proceeds from ~~marketable~~the ~~debt~~sale of equity investment securities of $~~1.0~~391 ~~billion~~million.

Financing Activities

~~The~~Cash ~~$11.1 billion change in cash provided by/(~~used in) financing activities ~~compared~~during to2026 ~~2024~~ was primarily ~~due~~driven toby ~~net~~dividend ~~debt~~payments ~~borrowings~~ of $101.53 billion inand ~~2024~~the torepayment ~~fund~~of ~~our~~$500 million ~~acquisitions~~of floating rate notes.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the ~~third~~first quarter of ~~2025~~2026 as of ~~October~~April 30, ~~2025~~2026:


Product			Indication			Date			Developments

Breyanzi MCL & MZL ~~August~~April ~~2025~~2026 ~~Announced~~Japan's ~~that~~Ministry ~~the~~of ~~FDA~~Health ~~accepted~~Labour ~~the~~and ~~sBLA~~Welfare ~~for~~approval of Breyanzi asfor athe ~~potential~~ treatment ~~for~~of ~~adults~~both ~~with~~ relapsed or refractory ~~MZL~~MCL ~~who~~and ~~have~~relapsed ~~received~~or atrefractory ~~least two prior lines of systemic therapy~~MZL. ~~The~~This ~~FDA~~approval ~~has~~is ~~assigned~~based aon ~~PDUFA~~Cohort ~~goal~~4 ~~date~~ of ~~December~~the 5,Phase ~~2025.~~II ~~The~~TRANSCEND ~~application~~FL isstudy ~~based~~and on the ~~results~~MCL ~~from~~cohort of the Phase III TRANSCEND FLNHL study.

Camzyos oHCM ~~August~~March ~~2025~~2026 ~~Presented~~Announced ~~results~~positive data from ~~COLLIGO-HCM,~~the aPhase ~~global~~III ~~retrospective real~~SCOUT-~~world~~HCM ~~data~~trial ~~study~~of Camzyos, at the ~~European~~first ~~Society~~study of ~~Cardiology~~a ~~Congress~~cardiac ~~2025.~~myosin ~~The~~inhibitor ~~analysis showed that Camzyos~~ (~~mavacamten~~CMI) ~~was associated with reductions~~ in ~~left~~adolescents ~~ventricular outflow tract~~ (~~LVOT)~~ages ~~obstruction~~12 ~~and~~years ~~improvements~~to in<18 ~~symptom~~years) ~~burden in a racially diverse population of patients~~ with symptomatic oHCM. ~~treated~~The intrial anmet ~~international~~its primary endpoint, ~~real-world~~demonstrating ~~setting.~~a ~~The~~clinically ~~effectiveness~~meaningful and ~~safety~~statistically ~~demonstrated~~significant inreduction ~~COLLIGO-HCM~~from ~~are~~baseline ~~consistent~~in ~~with~~Valsalva ~~results~~left ~~from~~ventricular ~~randomized,~~outflow ~~controlled~~tract ~~clinical~~(LVOT) ~~trials~~gradient ~~and~~at ~~further~~Week ~~support~~28 ~~the~~versus ~~growing~~placebo. ~~body~~Additionally, ~~of evidence for~~ Camzyos, ~~the~~showed ~~first~~meaningful ~~and~~improvement ~~only~~over ~~approved~~placebo ~~cardiac~~in ~~myosin~~multiple ~~inhibitor,~~secondary asendpoints aat ~~standard~~28 ofweeks, ~~care~~and ~~for~~similar ~~New~~safety ~~York~~findings ~~Heart~~were ~~Association~~observed ~~(NYHA)~~in ~~class~~the ~~II-III~~Camzyos ~~symptomatic~~and ~~oHCM~~placebo groups.

~~iberdomide~~Cobenfy ~~RRMM~~Schizophrenia ~~September~~March ~~2025~~2026 Announced ~~that~~data ~~the~~from Phase ~~III~~IV ~~EXCALIBER-RRMM~~clinical ~~study~~trial evaluating ~~iberdomide~~the ~~combined~~symptom ~~with~~stability, ~~standard~~safety ~~therapies~~and intolerability ~~patients~~of ~~with~~Cobenfy ~~RRMM~~when ~~demonstrated~~switching aadult ~~statistically~~outpatients ~~significant~~with ~~improvement~~schizophrenia infrom ~~minimal~~an ~~residual~~oral ~~disease~~atypical ~~(MRD)~~antipsychotic ~~negativity~~to ~~rates~~Cobenfy monotherapy. Through 8 weeks, ~~compared~~patients remained stable with ~~the~~mean ~~control~~Positive ~~arm,~~and inNegative aSyndrome ~~planned~~Scale ~~interim~~(PANSS) ~~analysis~~total ofscores ~~the~~remaining ~~MRD~~below ~~endpoint.~~baseline, ~~The~~and no new safety ~~profile~~signals were observed, regardless of ~~iberdomide~~cross-titration induration. ~~combination~~These ~~with~~findings ~~daratumumab~~provide ~~and~~important ~~dexamethasone~~evidence into ~~this~~help ~~study~~inform istreatment ~~generally~~switch ~~consistent~~strategies ~~with~~in ~~previous~~clinical ~~studies~~practice.

~~izalontamab~~iberdomide ~~brengitecan~~RRMM ~~NSCLC~~February ~~August~~2026 ~~2025~~The ~~Announced,~~FDA ~~with~~has ~~SystImmune,~~accepted ~~that~~an ~~the~~NDA ~~FDA~~for ~~granted~~iberdomide ~~Breakthrough~~combined ~~Therapy~~with ~~Designation~~standard totreatment ~~izalontamab brengitecan~~ (~~iza-bren)~~daratumumab ~~for~~+ ~~the~~dexamethasone ~~treatment~~- ofIberDd) in patients with ~~locally~~RRMM. ~~advanced~~The orFDA ~~metastatic~~has ~~NSCLC~~granted ~~with~~a ~~mutated~~PDUFA ~~epidermal~~date ~~growth~~of ~~factor~~August ~~(EGFR)~~17, ~~exon~~2026 19for ~~deletions~~this orindication. ~~exon~~The 21filing ~~L858R~~was ~~substitution~~based ~~mutations~~on ~~whose~~results ~~disease~~from ~~has~~a ~~progressed~~planned onanalysis orof ~~after~~MRD ~~treatment~~negativity ~~with~~rates anin ~~EGFR~~the ~~tyrosine~~Phase ~~kinase~~III ~~inhibitor (TKI) and platinum~~EXCALIBER-~~based~~RRMM ~~chemotherapy.~~study ~~The~~evaluating ~~FDA's~~iberdomide ~~decision~~as ~~was~~a ~~based~~treatment onfor ~~the~~RRMM ~~efficacy~~patients. ~~and~~The ~~safety~~EXCALIBER-RRMM ~~data~~trial ~~from~~is ~~three~~ ongoing ~~clinical~~and ~~trials:~~patients ~~BL-B01D1-101,~~continue ~~BL-B01D1-203~~to ~~and~~be ~~BL-B01D1-LUNG-101~~evaluated for PFS.

~~Opdivo~~iza-bren +TNBC ~~Yervoy~~February ~~CRC~~2026 ~~August~~Announced ~~2025~~with ~~Announced~~SystImmune that ~~Japan~~SystImmune’s ~~Ministry~~parent ofcompany, ~~Health~~Sichuan ~~Labour~~Biokin ~~and~~Pharmaceutical ~~Welfare~~Co., ~~approved~~Ltd., ~~Opdivo~~reported +positive ~~Yervoy~~interim ~~for~~topline ~~the~~results ~~treatment~~from ofBL-B01D1-307, a Phase III study conducted in China evaluating iza-bren in patients with unresectable locally advanced or ~~recurrent~~metastatic ~~microsatellite~~TNBC ~~instability-high~~whose ~~(MSI-High)~~disease ~~colorectal~~progressed ~~cancer~~following prior taxane therapy. ~~This~~In ~~approval~~the ispre-specified ~~based~~interim onanalysis, ~~the~~topline results ~~from~~showed ~~the~~that ~~Phase~~iza-bren ~~III~~demonstrated ~~CheckMate-8HW~~statistically ~~study~~significant and clinically meaningful improvement in both PFS and overall survival (OS) compared to chemotherapy of physician’s choice, meeting both dual primary endpoints.

~~Reblozyl~~mezigdomide ~~Myelofibrosis-Associated~~RRMM ~~Anemia~~March ~~July~~2026 ~~2025~~ Announced ~~that~~positive ~~the~~interim Phase III ~~INDEPENDENCE~~results from the SUCCESSOR-2 study. In the trial, ~~evaluating~~oral ~~Reblozyl~~mezigdomide in combination with ~~concomitant~~carfilzomib ~~janus~~and ~~kinase~~dexamethasone ~~inhibitor~~(MeziKd) ~~therapy~~demonstrated instatistically ~~adult~~significant ~~patients~~and ~~with~~clinically ~~myelofibrosis-associated~~meaningful ~~anemia~~improvement ~~receiving~~in ~~red~~PFS ~~blood~~versus ~~cell~~carfilzomib and dexamethasone alone (~~RBC~~Kd) ~~transfusion~~in ~~did~~patients ~~not~~with ~~meet~~RRMM. ~~its~~Safety ~~primary~~findings ~~endpoint~~were consistent with the known profile of ~~RBC~~mezigdomide ~~transfusion~~and ~~independence~~the combination regimen. Patients will continue to be followed for survival and safety.

Sotyktu			PsA			October 2025			Announced that the Phase III POETYK PsA-1 trial further confirmed the efficacy and safety of Sotyktu in adults with active PsA who were not previously treated with a biologic disease-modifying antirheumatic drug. The trial demonstrated that Sotyktu improved and maintained meaningful clinical responses, inhibition of radiographic progression and patient-reported outcomes through Week 52 in adults with active PsA.
						July 2025			The FDA accepted for review the supplemental New Drug Application (sNDA) for Sotyktu for the treatment of adults with active psoriatic arthritis. The FDA assigned PDUFA goal date of March 6, 2026.In addition, China's Center for Drug Evaluation of National Medical Products Administration and Japan's Ministry of Health, Labour and Welfare accepted sNDAs for Sotyktu in the same indication. The EMA has also validated the Type II variation application to expand the indication for Sotyktu to include this disease. The regulatory applications are based on the pivotal Phase III POETYK PsA-1 and POETYK PsA-2 trials.

50obexelimab IgG4-RD January 2026 Our partner, Zenas BioPharma, Inc., announced positive results from the Phase III INDIGO trial of obexelimab in Immunoglobulin G4-Related Disease (IgG4-RD). Obexelimab met the primary endpoint, demonstrating a highly statistically significant and clinically meaningful 56% reduction in the risk of IgG4-RD flare compared to placebo during the 52-week randomized placebo-controlled period. Obexelimab also met and demonstrated highly statistically significant activity compared to placebo on all four key secondary endpoints, which were reduction in investigator assessed IgG4-RD flare, the number of flares requiring rescue therapy, the proportion of patients achieving complete remission and the cumulative use of IgG4-RD rescue therapy. Rates of infections, including Grade 3, were lower in the obexelimab arm compared to placebo, and the incidence of injection site reactions was similar across both study arms.


Opdivo			cHL			March 2026			Announced FDA approval of Opdivo in combination with doxorubicin, vinblastine and dacarbazine (AVD) for the treatment of adult and pediatric patients 12 years and older with previously untreated, Stage III or IV cHL. The approval is based on results from the Phase III SWOG 1826 study, which demonstrated a statistically significant improvement in the primary endpoint of PFS for patients who received Opdivo in combination with AVD. Announced EC approval of Opdivo in combination with brentuximab vedotin, for the treatment of children 5 years of age and older, adolescents, and adults up to 30 years of age with relapsed or refractory cHL after one prior line of therapy. The approval is based on results from the Phase II CheckMate -744 study.


Reblozyl			Anemia			February 2026			Announced positive topline Phase II results from the registrational study NCT05664737, evaluating Reblozyl versus placebo for anemia in adults with Alpha-Thalassemia. The NTD and TD cohorts of the study met their respective primary endpoints, with Reblozyl demonstrating a statistically significant and clinically meaningful increase in hemoglobin levels in NTD patients with Alpha‑Thalassemia, and a statistically significant and clinically meaningful decrease in red blood cell (RBC) transfusion burden in TD patients with Alpha‑Thalassemia. The study also met all key secondary endpoints.


Sotyktu			PsA			March 2026			Announced FDA approval of Sotyktu, for the treatment of adults with active PsA. This approval is based on the positive results from the pivotal Phase III POETYK PsA-1 and POETYK PsA-2 trials.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2024~~2025 Form 10-K. There have been no material changes to our critical accounting policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. For information regarding the impact of recently adopted accounting standards, refer to "Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards."

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, ~~potential~~ laws, agreements and regulations to lower drug prices, ~~including the potential for international reference pricing and most-favored nation drug pricing for our products,~~ government actions relating to the imposition of new tariffs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our ~~2024~~2025 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our ~~2024~~2025 Form 10-K. There have been no material changes to our market risk during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of ~~September~~March 3031, ~~2025~~2026, such disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies," to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company's ~~2024~~2025 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended ~~September~~March 3031, ~~2025~~2026:

Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data
July 1 to 31, 2025	32,256	$	47.39	—	$	5,014
January 1 to 31, 2026	48,345	$	54.48	—	$	5,014
August 1 to 31, 2025	51,399	$	45.10	—	$	5,014
February 1 to 28, 2026	13,108	$	56.57	—	$	5,014
September 1 to 30, 2025	16,258	$	46.44	—	$	5,014
March 1 to 31, 2026	2,442,613	$	60.15	—	$	5,014
Three months ended September 30, 2025	99,913			—
Three months ended March 31, 2026	2,504,066			—

(a)Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023. The remaining share repurchase capacity under the program was $5.0 billion as of ~~September~~March 3031, ~~2025~~2026. Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended ~~September~~March 3031, ~~2025~~2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K). The Exhibits designated by the symbol ‡‡ are management contracts or compensatory plans or arrangements.

Exhibit No.						Description
‡‡10a.						Form of 2026 Performance Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10b.						Form of 2026 Market Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10c.						Form of 2026 Restricted Stock Units Award Agreement with three-year, four-year, or five-year prorated vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10d.						Form of 2026 Restricted Stock Units Award Agreement with three-year cliff vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10e.						Form of 2026 Restricted Stock Units Award Agreement with two-year cliff vesting with a one-year post-vest holding period under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10f.						Form of 2026 Restricted Stock Units Award Agreement with one-year cliff vesting with a two-year post-vest holding period under the 2021 Stock Award and Incentive Plan (filed herewith).
31a.						Section 302 Certification Letter (filed herewith).
31b.						Section 302 Certification Letter (filed herewith).
32a.						Section 906 Certification Letter (furnished herewith).
32b.						Section 906 Certification Letter (furnished herewith).
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Gleevec is a trademark of Novartis AG; Keytruda is aand ~~trademark~~Winrevair are trademarks of Merck & Co., Inc., Rahway, NJ, USA; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

5342

SUMMARY OF ABBREVIATED TERMS

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:

2024 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2024	Mirati	Mirati Therapeutics, Inc.
2025 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2025	MZL	marginal zone lymphoma
2024 Senior Unsecured Notes	Aggregate principal amount of $13.0 billion of senior unsecured notes issued by BMS in February 2024	MPM	malignant pleural mesothelioma
ANDA	Abbreviated New Drug Application	Mirati	Mirati Therapeutics, Inc.
2seventy bio	2seventy bio, Inc.	MSI-H	microsatellite instability-high
AstraZeneca	AstraZeneca PLC	NDA	New Drug Application
aGVHD	acute graft-versus-host disease	MTA	Methylthioadenosine
API	Active Pharmaceutical Ingredient	NTD	non-transfusion-dependent
ADC	antibody-drug conjugate	MZL	marginal zone lymphoma
AOCL	Accumulated other comprehensive loss	NHL	Non-Hodgkin's Lymphoma
ADP	adenosine diphosphate	NDA	New Drug Application
BioArctic	BioArctic AB	oHCM	Obstructive Hypertrophic Cardiomyopathy
ANDA	Abbreviated New Drug Application	nHCM	Nonobstructive Hypertrophic Cardiomyopathy
Celgene	Celgene Corporation	Ono	Ono Pharmaceutical Co., Ltd
AOCI	Accumulated other comprehensive loss	NHL	Non-Hodgkin's Lymphoma
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	PD-1	programmed cell death protein 1
AstraZeneca	AstraZeneca PLC	NKT	natural killer T
cHL	classical Hodgkins Lymphoma	PD-L1	programmed death-ligand 1
BCMA	B-cell maturation antigen-directed	NSCLC	non-small cell lung cancer
CVR	Contingent value right	PDUFA	Prescription Drug User Fee Act
BioArctic	BioArctic AB	NTRK	Neurotrophic Tropomyosin Receptor Kinase
Dr. Reddy's Laboratories	Dr. Reddy’s Laboratories, Limited and Dr. Reddy’s Laboratories, Inc.	Pfizer	Pfizer, Inc.
BioNTech	BioNTech SE	Nimbus	Nimbus Therapeutics
EC	European Commission	PFS	progression-free survival
CAR-T	chimeric antigen receptor T-cell	NVAF	non-valvular atrial fibrillation
EPS	earnings per share	PsA	psoriatic arthritis
Celgene	Celgene Corporation	OBBBA	One Big Beautiful Bill Act
EU	European Union	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarter ended March 31, 2026
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	OECD	Organization for Economic Co-operation and Development
Evotec	Evotec SE	R&D	research and development
CGDP	Coverage Gap Discount Program	oHCM	Obstructive Hypertrophic Cardiomyopathy
CHMP	Committee for Medicinal Products for Human Use	Ono	Ono Pharmaceutical Co., Ltd
CLL	Chronic Lymphocytic Leukemia	ORR	overall response rate
CML	chronic myeloid leukemia	PD-1	programmed cell death protein 1
CRC	colorectal cancer	PD-L1	programmed death-ligand 1
CTLA4	Cytotoxic T-lymphocyte Antigen-4	PDUFA	Prescription Drug User Fee Act
CVR	Contingent value right	PE	pulmonary embolism
DLBCL	Diffuse Large B-cell Lymphoma	Philochem	Philochem AG
dMMR	mismatch repair deficient	PRMT5	protein arginine methyltransferase 5
DVT	deep vein thrombosis	PsA	psoriatic arthritis
EC	European Commission	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarter ended September 30, 2025
EMA	European Medicines Agency	R&D	research and development
EPS	earnings per share	RA	rheumatoid arthritis
ES-SCLC	extensive stage small cell lung cancer	RayzeBio	RayzeBio, Inc.
EU	European Union	RCC	renal cell carcinoma
Exchange Act	the Securities Exchange Act of 1934	RDFV	readily determinable fair values
FASB	Financial Accounting Standards Board	REMS	risk evaluation and mitigation strategy
FDA	U.S. Food and Drug Administration	~~RNA~~Roche	~~ribonucleic~~F. ~~acid~~Hoffman-La Roche & Co.
FL	follicular lymphoma	Roche	F. Hoffman-La Roche & Co.
GAAP	generally accepted accounting principles	RRMM	relapsed or refractory multiple myeloma
GAAP	generally accepted accounting principles	RPT	radiopharmaceutical therapeutics
GTN	gross-to-net	Sanofi	Sanofi S.A.
GTN	gross-to-net	RRMM	relapsed or refractory multiple myeloma
HCM	hypertrophic cardiomyopathy	SEC	U.S. Securities and Exchange Commission
HCC	hepatocellular carcinoma	RS	ring sideroblast
HHS	Health and Human Services	SPC	Supplementary Protection Certificate
HCM	hypertrophic cardiomyopathy	Sanofi	Sanofi S.A.
IPRD	in-process research and development	SystImmune	SystImmune, Inc.
HHS	Health and Human Services	sBLA	supplemental biologics license application
IRA	Inflation Reduction Act of 2022	TD	transfusion-dependent
IND	investigational new drug	SEC	U.S. Securities and Exchange Commission
IRS	Internal Revenue Service	TNBC	triple negative breast cancer
IPRD	in-process research and development	SLL	Small Lymphocytic Lymphoma
IT	Information Technology	U.K.	United Kingdom
IRA	Inflation Reduction Act of 2022	SPC	Supplementary Protection Certificate
Merck	Merck & Co., Inc., Rahway, NJ, USA	U.S.	United States
IRS	Internal Revenue Service	SystImmune	SystImmune, Inc.
JIA	juvenile idiopathic arthritis	TCJA	Tax Cuts and Jobs Act of 2017
Karuna	Karuna Therapeutics, Inc.	TNBC	triple negative breast cancer
KRAS	Kirsten rat sarcoma	UC	ulcerative colitis
LBCL	Large B-cell Lymphoma	UK	United Kingdom
LNP	lipid nanoparticle	U.S.	United States
MCL	mantle cell lymphoma	VAT	value added tax
MDS	myelodysplastic syndromes	VEGF-A	Vascular endothelial growth factor A
MRD	minimal residual disease
Merck	Merck & Co.

5443

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BRISTOL-MYERS SQUIBB COMPANY(REGISTRANT)
Date:	~~October~~April 30, ~~2025~~2026	By:	/s/ Christopher Boerner, Ph.D.
			Christopher Boerner, Ph. D.Chair of the Board and Chief Executive Officer
Date:	~~October~~April 30, ~~2025~~2026	By:	/s/ David V. Elkins
			David V. ElkinsChief Financial Officer

5544

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