Gallman Cari 4

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.