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BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:22 PM ET

Short Bartie Wendy 4

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

Research Summary

AI-generated summary of this filing

Updated

Bristol Myers Squibb EVP Wendy Short Bartie Exercises Awards, Sells Shares

What Happened

  • Wendy Short Bartie, EVP, Corporate Affairs at Bristol Myers Squibb (BMY), reported multiple award vesting/conversions on March 10, 2026. A series of derivative conversions/exercises (M) resulted in 5,883 shares being converted to stock (639 + 749 + 4,495). In addition, grant/award entries show 16,327 market/performance units credited (6,531 + 9,796). To satisfy tax withholding, 1,275 shares were withheld and disposed at $60.13/share, generating $76,666 in payment for taxes. The derivative/grant line items are reported at $0 acquisition price because they reflect award vesting/conversion rather than open-market purchases.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (filing does not indicate a late report).
  • Derivative conversions/exercises (code M): 639, 749 and 4,495 shares (total 5,883) reported as acquired/converted at $0.
  • Grants/awards (code A): 6,531 and 9,796 market/performance units credited (total 16,327) reported at $0.
  • Tax withholding (code F): 205, 242 and 828 shares withheld (total 1,275) at $60.13 each, totaling $76,666 used to cover tax liabilities.
  • Other acquisition/disposition entries (code J): small adjustments (72, 81, 2,207 shares) reported at $0 — filing footnotes indicate adjustments due to performance factors.
  • Shares owned after the transactions: not specified in the filing.
  • Footnotes: vesting includes scheduled quarterly vesting of prior market share unit awards (F1, F4), performance-based adjustments/payout factors (F2, F6, F7, F9), and conversion/distribution timing for some performance units (F8, F10, F11).

Context

  • These filings reflect routine equity compensation vesting and performance-share conversions, not open-market buys or discretionary sales. The $76.7K reflects shares withheld to cover tax obligations on the vested awards (cashless withholding), not a market sale for investment purposes. Retail investors typically view scheduled vesting and tax-withholding events as routine compensation settlements rather than a direct signal of insider conviction.

Insider Transaction Report

Form 4
Period: 2026-03-10
BRISTOL MYERS SQUIBB COBMY
Short Bartie Wendy
EVP, Corporate Affairs
Transactions
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F1]
    2026-03-10+639→ 6,308 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−72→ 6,236 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−205$12,327→ 6,031 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F4]
    2026-03-10+749→ 6,780 total
  • Other

    Common Stock, $0.10 par value

    [F2]
    2026-03-10−81→ 6,699 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−242$14,551→ 6,457 total
  • Exercise/Conversion

    Common Stock, $0.10 par value

    [F5]
    2026-03-10+4,495→ 10,952 total
  • Other

    Common Stock, $0.10 par value

    [F6]
    2026-03-10−2,207→ 8,745 total
  • Tax Payment

    Common Stock, $0.10 par value

    [F3]
    2026-03-10$60.13/sh−828$49,788→ 7,917 total
  • Exercise/Conversion

    Market Share Units

    [F7][F1]
    2026-03-10−639→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (639 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F4]
    2026-03-10−749→ 750 total
    Exp: 2027-03-10→ Common Stock, $0.10 par value (749 underlying)
  • Exercise/Conversion

    Performance Shares

    [F8][F5]
    2026-03-10−4,495→ 0 total
    Exp: 2026-03-10→ Common Stock, $0.10 par value (4,495 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 converted 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 Wendy Short Bartie|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773346920.xmlPrimary

    FORM 4