Lenkowsky Adam 4

4 · BRISTOL MYERS SQUIBB CO · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

BMY EVP Adam Lenkowsky Receives Award; 599 Shares Withheld

What Happened

Adam Lenkowsky, EVP & Chief Commercial Officer of Bristol Myers Squibb (BMY), had market share units (MSUs) vest on May 1, 2026. The MSUs converted into 1,373 shares (conversion reported at $0.00 per share). To satisfy tax withholding, 599 of those shares were withheld and valued at $58.22 each, totaling $34,874. Additional adjustments reduced the number of shares delivered (203 shares reported as disposed/adjusted).

Key Details

Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (timely filing).
Reported entries: conversion/exercise of derivative (code M) for 1,373 shares; tax withholding (code F) of 599 shares at $58.22 ($34,874); other adjustment/disposition (code J) of 203 shares at $0.00.
Price: conversion reported at $0.00 (non‑cash vesting); withholding value based on $58.22/share.
Shares owned after transaction: not specified in the provided filing details.
Footnotes: vesting represents one-quarter of MSUs granted May 1, 2023 (F1); downward adjustment due to performance factor (F2); shares withheld for taxes (F3); payout factor and conversion method explained (F5).

Context

This was a routine vesting/conversion of performance-based MSUs, not an open-market sale. The withholding of shares to cover taxes is common and does not necessarily signal a change in the insider’s view of the company. MSU payouts are determined by a performance-based payout factor (min 80%, max 225%) calculated from 10‑day average prices, so the final shares delivered can be adjusted up or down.

Form 4

Period: 2026-05-01

EVP, Chief Commercial Officer

Transactions

Exercise/Conversion
Common Stock, $0.10 par value
[F1]
2026-05-01+1,373→ 20,508 total
Other
Common Stock, $0.10 par value
[F2]
2026-05-01−203→ 20,305 total
Tax Payment
Common Stock, $0.10 par value
[F3]
2026-05-01$58.22/sh−599$34,874→ 19,706 total
Exercise/Conversion
Market Share Units
[F5][F1]
2026-05-01−1,373→ 1,375 total
Exp: 2027-05-01→ Common Stock, $0.10 par value (1,373 underlying)

Holdings

Common Stock, $0.10 par value
[F4]
(indirect: BMS Savings and Investment Program)
5,978.223
Common Stock, $0.10 par value
(indirect: By Spouse)
2,993.491

Footnotes (5)

[F1]Represents vesting of one-quarter of market share units granted on May 1, 2023.
[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]Based on recent 401(k) plan statement.
[F5]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%.

Signature

/s/ Amy Fallone, attorney-in-fact for Adam Lenkowsky|2026-05-05

1 file