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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:17 PM ET

Holzer Phil M 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers (BMY) SVP Phil Holzer Exercises Awards; Shares Withheld

What Happened

  • Phil M. Holzer, SVP and Controller of Bristol Myers Squibb (BMY), had multiple equity awards vest/convert on March 10, 2026. The filing reports conversions (derivative exercises) totaling 6,191 shares (no cash exercise price) and the withholding of 1,358 shares to cover taxes (withholding valued at ~$81,656 at $60.13/share). The filing also records two grant/award entries totaling 12,578 derivative units and "other" dispositions of 2,438 shares (zero cash value).
  • These were not open‑market purchases or sales of existing shares but vesting/conversion and grant actions. The conversions show $0.00 exercise price (typical for RSU/market-share-unit settlements), with shares withheld rather than a cash payment to satisfy tax obligations.

Key Details

  • Transaction date: March 10, 2026; Form filed Mar 12, 2026 (timely).
  • Converted/vested (M) shares: 6,191; Grant/award entries (A): 12,578 units.
  • Shares withheld for taxes (F): 1,358 shares at $60.13 = $81,656 total.
  • Other dispositions (J): 2,438 shares (reported at $0.00).
  • Shares owned after the transactions: not specified in the provided data.
  • Notable footnotes: vesting includes quarterly vesting of March 10, 2022 and 2023 grants (F1, F4), withholding for taxes (F3), and several awards are performance- or price‑linked subject to Board certification/payout factors (F2, F5–F11).

Context

  • These entries reflect vesting/settlement of RSU/market-share and performance-share awards and routine tax-withholding (a common, non‑sentiment indicator). The M code reflects exercise/conversion of derivatives; F indicates shares withheld/used to pay taxes; A indicates grants/awards; J indicates other acquisitions/dispositions.
  • No open‑market sales by the insider were reported in this filing — the transaction is a net settlement of awards rather than a sale intended as liquidity or investment signal.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Holzer Phil M
SVP and Controller
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+811→ 15,778 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−91→ 15,687 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−261$15,694→ 15,426 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+768→ 16,194 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−83→ 16,111 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−248$14,912→ 15,863 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+4,612→ 20,475 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−2,264→ 18,211 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−849$51,050→ 17,362 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−811→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (811 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−768→ 771 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (768 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−4,612→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (4,612 underlying)
  • Award

    Market Share Units

    [F9][F10]
    2026-03-10+5,031→ 5,031 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (5,031 underlying)
  • Award

    Performance Shares

    [F11]
    2026-03-10+7,547→ 7,547 total
    Exp: 2029-03-10→ Common Stock, $0.10 par value (7,547 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 Phil M. Holzer|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773346669.xmlPrimary

    FORM 4