Shanahan Karin 4

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.