Earnings Feed
Start Free
BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:17 PM ET

Hoch Lynelle 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) — Lynelle Hoch Receives Awarded Shares; Tax Withheld

What Happened
Lynelle Hoch, President of the Cell Therapy Organization at Bristol Myers Squibb (BMY), had multiple equity awards vest/convert on March 10, 2026. The filing shows conversion/exercise of derivative awards and new awards/grants totaling 24,519 share-equivalents (8,192 shares from conversions + 16,327 shares from grants/awards). To cover tax withholding, 1,391 shares were surrendered at $60.13 per share, producing proceeds/coverage of $83,642. All acquisition entries were at $0 per share (they are settlements of equity awards, not open-market purchases).

Key Details

  • Transaction date: March 10, 2026. Form 4 filed March 12, 2026 (appears timely).
  • Tax withholding: 1,391 shares withheld at $60.13 = $83,642 total. (Filing shows three withholding entries: 212, 267, 912 shares.)
  • Award/conversion totals shown: conversions (M) = 8,192 shares; awards/grants (A) = 16,327 shares; “other” zero-value adjustments (J) = 3,302 shares (performance/adjustment-related).
  • Shares owned after transaction: not disclosed in the excerpt.
  • Notable footnotes: vesting of quarterly market share units from March 10, 2022 and March 10, 2023 (F1, F4); performance share/unit payout and timing (F8, F10, F11); downward adjustments based on performance factors and payout formulas (F2, F6, F7, F9); F3 denotes shares withheld for taxes.
  • Filing contains no indication of an open-market sale by the insider—only award settlements and tax withholding.

Context/How to read this

  • Codes: M = exercise/conversion of derivative awards (here, settlement of market share units / performance units), A = award/grant, F = shares withheld for taxes, J = other acquisition/disposition or adjustment.
  • These transactions reflect compensation-plan settlements (vesting and performance-based conversions), not a discretionary market buy or sell that would necessarily signal a change in personal market view. The tax-withholding was handled by surrendering shares (common “cashless” withholding), not by a public sale of additional shares by the insider.
  • No late-filing flag is shown; the Form 4 was filed two days after the transactions, which is typical/timely under SEC rules.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Hoch Lynelle
President, Cell Therapy Org.
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+838→ 5,549 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−94→ 5,455 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−212$12,748→ 5,243 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+1,050→ 6,293 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−113→ 6,180 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−267$16,055→ 5,913 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+6,304→ 12,217 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−3,095→ 9,122 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−912$54,839→ 8,210 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−838→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (838 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−1,050→ 1,052 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (1,050 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−6,304→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (6,304 underlying)
  • Award

    Market Share Units

    [F9][F10]
    2026-03-10+6,531→ 6,531 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (6,531 underlying)
  • Award

    Performance Shares

    [F11]
    2026-03-10+9,796→ 9,796 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (9,796 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 Lynelle Hoch|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773346616.xmlPrimary

    FORM 4