Earnings Feed
Start Free
BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:18 PM ET

Lenkowsky Adam 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) EVP Adam Lenkowsky Exercises/Converts Awards, Receives Shares

What Happened

  • Adam Lenkowsky, EVP & Chief Commercial Officer of Bristol Myers Squibb, had a mix of derivative conversions (exercise/conversion of market share units and performance share units) and awards/vestings reported on 2026-03-10. In total he acquired/received 105,704 shares (24,071 shares from converted derivatives + 81,633 shares from awards/grants).
  • To satisfy tax withholding and related obligations, 7,015 shares were disposed/withheld (payment of tax liability) at an implied price of $60.13 per share, totaling $421,812. Several other small “other” disposition adjustments (10,360 shares) and derivative closing entries at $0 were reported reflecting award adjustments and conversions.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
  • Price used for tax withholding entries: $60.13; total value withheld for taxes ≈ $421,812.
  • Shares acquired/received: 105,704 total (24,071 from conversions; 81,633 grants/awards).
  • Shares withheld/disposed for taxes: 7,015 shares; other zero-dollar disposition entries total 10,360 shares (award/performance adjustments).
  • Notable footnotes: vesting includes one-quarter vesting of market share units from grants on March 10, 2022 and March 10, 2023 (F1, F4); payout factors and performance adjustments apply (F2, F10, F8); some awards are performance-based and subject to Board certification (F5, F6, F11, F12); F3 indicates shares withheld for taxes.
  • Shares owned after the transaction are not specified in the provided excerpt.

Context

  • These transactions are largely vesting/conversion events (derivative-to-stock conversions and award distributions), not open-market purchases or ad-hoc sales. The withholding of shares to pay taxes is a routine, cashless method companies commonly use when awards vest.
  • The filing shows performance-based adjustments: the number of shares actually received can be reduced (or increased) by a payout/performance factor and may be subject to later certification by the Board.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Lenkowsky Adam
EVP, Chief Commercial Officer
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+1,828→ 14,267 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−205→ 14,062 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−831$49,968→ 13,231 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+2,000→ 15,231 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−216→ 15,015 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−913$54,899→ 14,102 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+12,002→ 26,104 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−5,893→ 20,211 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−3,125$187,906→ 17,086 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+8,241→ 25,327 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−4,046→ 21,281 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−2,146$129,039→ 19,135 total
  • Exercise/Conversion

    Market Share Units

    [F8][F1]
    2026-03-10−1,828→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (1,828 underlying)
  • Exercise/Conversion

    Market Share Units

    [F8][F4]
    2026-03-10−2,000→ 2,001 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (2,000 underlying)
  • Exercise/Conversion

    Performance Shares

    [F9][F5]
    2026-03-10−12,002→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (12,002 underlying)
  • Exercise/Conversion

    Performance Shares

    [F9][F5]
    2026-03-10−8,241→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (8,241 underlying)
  • Award

    Market Share Units

    [F10][F11]
    2026-03-10+32,653→ 32,653 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (32,653 underlying)
  • Award

    Performance Shares

    [F12]
    2026-03-10+48,980→ 48,980 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (48,980 underlying)
Holdings

  • Common Stock, $0.10 par value

    [F7]
    (indirect: BMS Savings and Investment Program)
    5,849.47

  • Common Stock, $0.10 par value

    [F7]
    (indirect: By Spouse)
    2,929
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 Adam Lenkowsky|2026-03-12

Documents

3 files