Lenkowsky Adam 4

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.