BOERNER CHRISTOPHER S. 4

What Happened
Christopher S. Boerner, CEO of Bristol Myers Squibb (BMY), reported multiple share-unit vestings/conversions and new award grants on March 10, 2026. He converted/received a total of 71,537 shares from the exercise/conversion of derivative awards (zero-dollar conversion), was issued two award grants totaling 261,225 market/performance share units (104,490 and 156,735), and had 19,229 shares surrendered/withheld to cover tax liabilities at $60.13 per share (total withheld value $1,276,499). The transactions reported are largely vesting/award-related rather than open-market purchases or voluntary sales.

Key Details

• Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
• Derivative conversions (acquired): 6,618 + 6,733 + 40,398 + 17,788 = 71,537 shares (zero-dollar conversion entries).
• Awards granted (A): 104,490 and 156,735 market/performance share units (total 261,225 units).
• Shares withheld for taxes (F): 3,006 + 3,073 + 10,518 + 4,632 = 19,229 shares; tax withholding value shown at $60.13/share = $1,276,499.
• Other zero-dollar "J" dispositions totaling 30,039 shares are reported (these reflect settlement/administrative transfers tied to the awards).
• Shares owned after the transaction: not disclosed in the provided excerpt of the filing.
• Relevant footnotes: vesting of quarterly tranches from 2022 and 2023 grants (F1, F4), performance adjustments to award counts (F2, F6), shares withheld for taxes (F3), and several performance- or market-share-unit provisions that link final payout to performance certification and payout factors or future distribution dates (F5, F7–F11).

Context

• These filings describe award vesting and unit conversions (derivative exercises) and share withholding for tax obligations — a routine compensation event for executives rather than an open-market sale or purchase.
• The tax withholding/surrender of shares functions like a cashless exercise to satisfy tax liability; it does not necessarily indicate a change in sentiment.
• Several awards are performance-based or cliff-vested and subject to Board certification and payout formulas, so some granted units may convert to shares only upon future certification or measurement dates.