Massacesi Cristian 4

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

AI-generated summary of this filing

Updated Mar 12, 2026

Bristol Myers (BMY) EVP Cristian Massacesi Receives Award

What Happened

Cristian Massacesi, EVP, Chief Medical Officer and Head of Development at Bristol Myers Squibb (BMY), was granted two derivative awards on 2026-03-10 totaling 65,306 units (26,122 and 39,184). Each award was recorded at $0.00 per share because these are performance- and market-linked unit awards, not open-market purchases or cash transactions. No immediate cash changed hands.

Key Details

Transaction date: 2026-03-10; Form 4 filed 2026-03-12 (filed two days after the grant).
Grant amounts: 26,122 units and 39,184 units (total 65,306 units); price per unit reported $0.00 (derivative awards).
Shares owned after transaction: not specified in the provided filing details.
Footnotes (summary):
- Market share units use a payout factor based on Total Return or relative TSR (rTSR) with minimum Total Return payout at 80% and max 225%; rTSR below 50th percentile yields 0% payout, 50th–74.99th = 50%, ≥75th = 100%.
- Market share units cliff vest on the third anniversary of the grant, subject to Board certification.
- Performance share units convert to common stock upon distribution in Q1 2029, subject to Board certification.
Remark: Exhibit 24 (Power of Attorney) attached to the filing.

Context

These are long-term incentive awards tied to company performance and timing, not immediate stock purchases or sales. Their ultimate value depends on future stock price and relative/absolute performance metrics and Board certification of results. Retail investors should view this as compensation-related equity grants rather than a direct buy/sell signal.

Form 4

Period: 2026-03-10

EVP,Chief Med Offr,Head of Dev

Transactions

Award
Market Share Units
[F1][F2]
2026-03-10+26,122→ 26,122 total
Exp: 2029-03-10→ Common Stock, $0.10 par value (26,122 underlying)
Award
Performance Shares
[F3]
2026-03-10+39,184→ 39,184 total
Exp: 2029-03-10→ Common Stock, $0.10 par value (39,184 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 Cristian Massacesi|2026-03-12

3 files