Hickey Benjamin 4

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.