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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:16 PM ET

Gallman Cari 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers Squibb (BMY) EVP Cari Gallman Receives Awards, Withholds Shares

What Happened
Cari Gallman, EVP & General Counsel of Bristol Myers Squibb (BMY), had a series of award vestings/conversions and related transactions reported for March 10, 2026. The filing shows:

  • Conversions/exercises of derivative awards totaling 6,980 shares (912 + 867 + 5,201).
  • Grant/award entries totaling 65,306 market/performance share units (26,122 + 39,184) recorded the same day.
  • Shares withheld to satisfy tax obligations: 2,165 shares disposed at $60.13 per share, totaling $130,181 (payments coded F).
  • There are additional zero-cost adjustments/settlements (coded J and M) reflecting downward performance adjustments and conversion/settlement of derivative awards. These J entries total 2,750 shares (102 + 94 + 2,554) and several M entries mirror conversions/terminations.

Key Details

  • Transaction date: March 10, 2026; filing date: March 12, 2026 (filed within the normal Form 4 reporting window).
  • Tax-withholding: 2,165 shares withheld, cash value $130,181 (415 @ $60.13 = $24,954; 396 @ $60.13 = $23,811; 1,354 @ $60.13 = $81,416).
  • Award/vesting totals shown: 72,286 shares acquired/converted (6,980 conversions + 65,306 award units recorded).
  • Other adjustments: 2,750 shares reported as dispositions at $0 (performance-related downward adjustments per footnotes).
  • Shares owned after the transaction: Not stated in the filing.
  • Important footnotes: vesting includes quarterly vesting from 2022 and 2023 grants (F1, F4), performance-based adjustments and payout factors (F2, F6, F7, F9), certain PSUs/market share units convert at later distribution dates (F8, F10, F11), and shares were withheld to pay taxes on vesting (F3).

Context for investors

  • These entries reflect award vesting/conversion and routine tax withholding rather than an open-market sale or a discretionary purchase. The F-coded transactions are tax-withholding payments tied to vested awards (common executive compensation practice).
  • Many of the awards are performance- or market-based and subject to payout factors and Board certification; some convert into shares at later distribution dates per the footnotes.
  • Transaction codes: M = option/derivative exercise or conversion, A = award/grant, F = shares withheld for tax payment, J = other acquisition/disposition.

Bottom line: This filing shows Cari Gallman receiving/recording substantial vested/awarded units on 3/10/2026, with 2,165 shares withheld to cover taxes (about $130K). These are compensation-related transactions, not open-market buying or selling.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Gallman Cari
EVP, General Counsel
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+912→ 11,978 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−102→ 11,876 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−415$24,954→ 11,461 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+867→ 12,328 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−94→ 12,234 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−396$23,811→ 11,838 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+5,201→ 17,039 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−2,554→ 14,485 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−1,354$81,416→ 13,131 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−912→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (912 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−867→ 867 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (867 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−5,201→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (5,201 underlying)
  • Award

    Market Share Units

    [F9][F10]
    2026-03-10+26,122→ 26,122 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (26,122 underlying)
  • Award

    Performance Shares

    [F11]
    2026-03-10+39,184→ 39,184 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (39,184 underlying)
Footnotes (11)
  • [F1]Represents vesting of one-quarter of market share units granted on March 10, 2022.
  • [F10]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F11]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]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%.
  • [F8]Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.
  • [F9]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.
Signature
/s/ Amy Fallone, attorney-in-fact for Cari Gallman|2026-03-12

Documents

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