BRISTOL MYERS SQUIBB CO·4

Mar 12, 4:23 PM ET

Shibutani Hiroshi Chris 4

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

Research Summary

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Bristol Myers (BMY) EVP Hiroshi C. Shibutani Receives Award

What Happened Hiroshi Chris Shibutani, EVP and Chief Strategy Officer of Bristol Myers Squibb (BMY), was granted two sets of performance-based derivative awards on 2026-03-10: 7,837 market share units and 11,755 performance share units, for a total of 19,592 units. The awards are recorded at $0.00 per unit (no cash paid) and are coded as grants/awards (transaction code A). These are not open-market purchases or sales but equity compensation subject to performance and vesting conditions.

Key Details

  • Transaction date: 2026-03-10; Form 4 filed 2026-03-12 (appears timely).
  • Award amounts: 7,837 units and 11,755 units (total 19,592 units); price reported $0.00 (derivative awards).
  • Post-transaction beneficial ownership: not disclosed in the filing.
  • Footnotes / material terms:
    • F1: These are market share/performance units that convert to common shares based on a payout factor tied to Total Return and relative Total Shareholder Return (rTSR). Total Return payout factor ranges from 80% to 225% (for the Total Return component). The rTSR floor can provide a minimum payout based on peer percentile: <50th = 0%, 50th–74.99th = 50%, ≥75th = 100%.
    • F2: Market share units cliff-vest on the third anniversary of the grant, subject to Board certification of performance results.
    • F3: Performance share units convert into one share of common stock upon distribution in Q1 2029, subject to Board certification.
  • Filing includes Exhibit 24 (Power of Attorney). No 10b5-1 plan, tax withholding, or sale/transfer instructions are indicated.

Context These are performance- and time‑based compensation awards intended to align executive pay with long-term shareholder returns. Because they are derivative awards with multi-year performance/vesting conditions and no cash exchanged, they do not represent an immediate purchase or sale of stock.

Insider Transaction Report

Form 4
Period: 2026-03-10
Shibutani Hiroshi Chris
EVP, Chief Strategy Officer
Transactions
  • Award

    Market Share Units

    [F1][F2]
    2026-03-10+7,8377,837 total
    Exp: 2029-03-10Common Stock, $0.10 par value (7,837 underlying)
  • Award

    Performance Shares

    [F3]
    2026-03-10+11,75511,755 total
    Exp: 2029-03-10Common Stock, $0.10 par value (11,755 underlying)
Footnotes (3)
  • [F1]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.
  • [F2]These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.
  • [F3]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.
Signature
/s/ Amy Fallone, attorney-in-fact for Hiroshi Chris Shibutani|2026-03-12

Documents

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