BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:24 PM ET

Hickey Benjamin 4

4 · BRISTOL MYERS SQUIBB CO · Filed Mar 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) President Benjamin Hickey Receives Awards

What Happened
Benjamin Hickey, President, RayzeBio Organization (a Bristol Myers Squibb subsidiary), received two derivative equity awards on March 10, 2026: 11,429 market share units and 17,143 performance share units (28,572 total units). Both grants show an acquisition price of $0.00 on the Form 4 — these are compensation awards, not open‑market purchases or sales, and their ultimate share delivery and value are contingent on performance and vesting conditions.

Key Details

  • Transaction date: 2026-03-10; reported on Form 4 filed 2026-03-12 (timely filing).
  • Grants: 11,429 market share units (derivative, $0.00) and 17,143 performance share units (derivative, $0.00). Total units granted: 28,572.
  • Shares owned after transaction: not specified in the excerpt provided.
  • Notable footnotes from the filing:
    • Market share units payout is based on a payout factor tied to Total Return and relative TSR (rTSR) (see details below). (F1)
    • The market share units cliff vest on the third anniversary of the grant date, subject to Board certification of performance. (F2)
    • Each performance share unit converts into one share of common stock upon distribution in Q1 2029, subject to Board certification of performance results. (F3)
  • Transaction type code: A = Award/Grant (derivative). No cash was exchanged; awards are performance‑contingent.

Context and investor takeaway:
These awards are long‑term, performance‑based compensation rather than purchases that signal immediate insider buying. The market share units’ payout depends on total return (10‑day average prices, plus dividends) with a minimum Total Return threshold (80% to earn a payout) and a maximum payout cap (225%). The rTSR floor can provide a minimum payout if BMS outperforms peers: below 50th percentile = 0% payout, 50th–74.99th = 50% payout, >=75th = 100% payout. Performance share units convert to common stock only if performance targets are certified by the Board (distribution planned in Q1 2029). These awards reflect standard executive compensation practices and are contingent on future stock/peer performance.

Insider Transaction Report

Form 4
Period: 2026-03-10
Hickey Benjamin
President, RayzeBio Org.
Transactions
  • Award

    Market Share Units

    [F1][F2]
    2026-03-10+11,42911,429 total
    Exp: 2029-03-10Common Stock, $0.10 par value (11,429 underlying)
  • Award

    Performance Shares

    [F3]
    2026-03-10+17,14317,143 total
    Exp: 2029-03-10Common Stock, $0.10 par value (17,143 underlying)
Footnotes (3)
  • [F1]Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout.
  • [F2]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F3]Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2029, subject to certification of performance results by the Board.
Signature
/s/ Amy Fallone, attorney-in-fact for Benjamin Hickey|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773347083.xmlPrimary

    FORM 4