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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:21 PM ET

Shanahan Karin 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers Squibb EVP Karin Shanahan Exercises Derivatives

What Happened

  • Karin Shanahan, EVP & Chief Supply Chain & Operations at Bristol Myers Squibb (BMY), had vested market share and performance units convert/settle on March 10, 2026. The filing shows conversions (derivative exercises) totaling 25,501 shares and the grant/award entries of 53,061 market/performance units (derivative awards).
  • To cover tax liabilities on vesting, 7,760 shares were withheld (payment code F) in three tranches: 1,112 shares ($66,865), 1,503 shares ($90,375) and 5,145 shares ($309,369) — total tax withholding ~ $466,609. Several other “other disposition” (J) entries totaling 10,333 shares appear at $0.00 (see footnotes for treatment).

Key Details

  • Transaction date: March 10, 2026; Form filed March 12, 2026 (timely filing).
  • Conversions/exercises (code M): 2,448; 3,293; and 19,760 shares (total 25,501).
  • Grants/awards received (code A, derivative): 21,224 and 31,837 units (total 53,061) — these are performance/market share units, not immediate open‑market shares.
  • Shares withheld for taxes (code F): 7,760 shares, total value reported $466,609; “other disposition” (code J) entries total 10,333 shares at $0.00.
  • Shares owned after transaction: not specified in the provided excerpt of the filing.
  • Relevant footnotes: vesting represents one-quarter of market share units from Mar 10, 2022 and Mar 10, 2023 (F1, F4); performance adjustments applied (F2, F6); shares withheld to pay taxes (F3); PSUs/MSUs convert per payout formulas and may be subject to Board certification (F8–F12).

Context

  • This was not an open‑market purchase or opportunistic sale — it reflects vesting/conversion of equity awards and routine withholding to satisfy tax obligations (a common cashless/withholding settlement on vesting).
  • The award mechanics are performance‑based: market share units convert to shares according to a payout factor tied to total return or relative TSR (with minimum/maximum caps), while certain performance share units convert 1:1 upon distribution subject to board certification (see F8–F11 for details).
  • No purchase signal is implied; these are compensation/vesting events and tax‑withholding settlements disclosed under Form 4.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Shanahan Karin
EVP, Chief Supply Chain & Ops
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+2,448→ 19,313 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−275→ 19,038 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,112$66,865→ 17,926 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+3,293→ 21,219 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−356→ 20,863 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,503$90,375→ 19,360 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+19,760→ 39,120 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−9,702→ 29,418 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−5,145$309,369→ 24,273 total
  • Exercise/Conversion

    Market Share Units

    [F8][F1]
    2026-03-10−2,448→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (2,448 underlying)
  • Exercise/Conversion

    Market Share Units

    [F8][F4]
    2026-03-10−3,293→ 3,294 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (3,293 underlying)
  • Exercise/Conversion

    Performance Shares

    [F9][F5]
    2026-03-10−19,760→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (19,760 underlying)
  • Award

    Market Share Units

    [F10][F11]
    2026-03-10+21,224→ 21,224 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (21,224 underlying)
  • Award

    Performance Shares

    [F12]
    2026-03-10+31,837→ 31,837 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (31,837 underlying)
Holdings

  • Common Stock, $0.10 par value

    [F7]
    (indirect: BMS Savings and Investment Program)
    1,278.64
Footnotes (12)
  • [F1]Represents vesting of one-quarter of market share units granted on March 10, 2022.
  • [F10]Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout.
  • [F11]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F12]Each performance share 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.
  • [F2]Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
  • [F3]Shares withheld for payment of taxes upon vesting of awards.
  • [F4]Represents vesting of one-quarter of market share units granted on March 10, 2023.
  • [F5]Amount represents distribution of performance shares earned under the 2023-2025 Long-Term Performance Award.
  • [F6]Adjustment to award based on the performance factor applied in accordance with the terms of the award and certification of performance results by the Board.
  • [F7]Based on recent 401(k) plan statement.
  • [F8]Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%.
  • [F9]Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.
Signature
/s/ Amy Fallone, attorney-in-fact for Karin Shanahan|2026-03-12

Documents

3 files