Form 4: BMY CEO Boerner's Equity Award Vesting & New Grants

Bristol-Myers Squibb CEO Christopher S. Boerner reported the vesting of various equity awards, associated tax withholdings, performance-based adjustments, and new grants of market share units and performance shares.

Summary

• Christopher S. Boerner, CEO and Director of Bristol-Myers Squibb Co. (BMY), reported multiple transactions on March 10, 2026, related to his equity compensation.
• He acquired 6,618 shares of common stock from the vesting of market share units granted on March 10, 2022.
• He acquired 6,733 shares of common stock from the vesting of market share units granted on March 10, 2023.
• He acquired a total of 58,186 shares of common stock (40,398 + 17,788) from the distribution of performance shares earned under the 2023-2025 Long-Term Performance Award.
• A total of 51,268 shares of common stock were disposed of, including 29,039 shares due to downward adjustments based on performance factors and 21,229 shares withheld for tax obligations at a price of $60.13 per share.
• He was granted 104,490 new market share units which cliff vest on March 10, 2029.
• He was granted 156,735 new performance shares which convert into common stock in the first quarter of 2029.
• Following these transactions, Boerner directly owns 21,451 shares of common stock and indirectly owns 125,439 shares through a Trust (SLAT).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation activities. The mix of vesting, tax withholdings, and new grants is typical for an insider transaction report.

Positives

• Vesting of 71,537 shares of common stock from previously granted market share units and performance shares, indicating successful achievement of past performance targets.
• Grant of 104,490 new market share units and 156,735 new performance shares, demonstrating continued long-term incentive alignment with company performance.

Negatives

• A total of 29,039 shares were adjusted downward due to performance factors, indicating that some performance targets were not fully met or exceeded.
• 21,229 shares were withheld for tax payments, representing a reduction in direct beneficial ownership.

Risks

• The value of market share units and performance shares is subject to payout factors tied to stock price performance (Total Return) and relative total shareholder return (rTSR) compared to peers, introducing market and competitive performance risk.
• Future vesting of new grants is subject to certification of performance results by the Board, meaning actual payouts could be lower than target if performance conditions are not met.

Future Outlook

The filing indicates future vesting events for newly granted market share units and performance shares in the first quarter of 2029 and on March 10, 2029, respectively. These future payouts are contingent on the company's performance and Board certification.

Industry Context

StockSavvy.ai notes that the reported transactions reflect standard executive compensation practices within the pharmaceutical industry, where a significant portion of executive pay is tied to long-term equity awards designed to align management interests with shareholder value creation. The use of market share units and performance shares with performance factors is a common mechanism to incentivize specific financial and operational achievements.

Stakeholder Impact

• Shareholders: The transactions reflect the ongoing alignment of executive incentives with shareholder interests through equity compensation, potentially motivating long-term performance.
• Employees: No direct impact on general employees is indicated.

Next Steps

• Certification of performance results by the Board for the newly granted market share units and performance shares.
• Vesting of 104,490 market share units on March 10, 2029.
• Conversion of 156,735 performance shares into common stock in the first quarter of 2029.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of equity awards, tax-related dispositions, and new grants. Such transactions are standard for senior management and do not typically provide new fundamental information that would warrant a change in investment recommendation for Bristol-Myers Squibb. Investors should consider broader company performance and market conditions for investment decisions.

Keywords

Bristol-Myers Squibb, BMY, Form 4, Insider Transaction, CEO, Equity Awards, Market Share Units, Performance Shares, Executive Compensation, Stock Ownership