Form 4: BMY Executive's Equity Transactions Detailed in Form 4

Bristol-Myers Squibb EVP Gregory Scott Meyers reported significant equity transactions, including vesting of market share units and performance shares, along with new grants.

Summary

• Gregory Scott Meyers, EVP, Chief Digital & Tech Off. at Bristol-Myers Squibb Co. (BMY), reported multiple transactions on March 10, 2026.
• Acquired 2,839 shares of common stock due to the vesting of market share units granted on March 10, 2022.
• Acquired 3,293 shares of common stock due to the vesting of market share units granted on March 10, 2023.
• Acquired 19,760 shares of common stock from the distribution of performance shares earned under the 2023-2025 Long-Term Performance Award.
• Disposed of 319 shares of common stock due to a downward adjustment based on the performance factor related to the 2022 market share units.
• Disposed of 1,069 shares of common stock, valued at $60.13 per share, which were withheld for tax payments upon the vesting of awards.
• Disposed of 356 shares of common stock due to a downward adjustment based on the performance factor related to the 2023 market share units.
• Disposed of 1,246 shares of common stock, valued at $60.13 per share, which were withheld for tax payments upon the vesting of awards.
• Disposed of 9,702 shares of common stock due to an adjustment based on the performance factor applied to the 2023-2025 performance shares.
• Disposed of 4,267 shares of common stock, valued at $60.13 per share, which were withheld for tax payments upon the vesting of awards.
• Received a new grant of 26,122 Market Share Units, which cliff vest on March 10, 2029, subject to performance certification.
• Received a new grant of 39,184 Performance Shares, which convert into common stock upon distribution in the first quarter of 2029, subject to performance certification.
• Following these transactions, Meyers beneficially owns 30,361 shares of common stock directly, 3,294 Market Share Units (from 2023 grant), 26,122 new Market Share Units, and 39,184 new Performance Shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive routine filing, reflecting ongoing executive compensation and alignment with company performance, with new grants indicating continued commitment from a key executive.

Positives

• Vesting of 2,839 market share units granted in 2022, converting into common stock.
• Vesting of 3,293 market share units granted in 2023, converting into common stock.
• Distribution of 19,760 performance shares earned under the 2023-2025 Long-Term Performance Award.
• New grant of 26,122 Market Share Units, aligning executive incentives with future company performance.
• New grant of 39,184 Performance Shares, further aligning executive incentives with future company performance.

Negatives

• 319 shares of common stock were adjusted downward due to the performance factor for the 2022 market share units.
• 1,069 shares of common stock, valued at $60.13 per share, were withheld for tax payments upon vesting.
• 356 shares of common stock were adjusted downward due to the performance factor for the 2023 market share units.
• 1,246 shares of common stock, valued at $60.13 per share, were withheld for tax payments upon vesting.
• 9,702 shares of common stock were adjusted downward based on the performance factor for the 2023-2025 performance shares.
• 4,267 shares of common stock, valued at $60.13 per share, were withheld for tax payments upon vesting.

Risks

• Payouts for market share units and performance shares are subject to performance factors, including stock price performance (Total Return) and relative total shareholder return (rTSR), meaning actual shares received can be lower than target if performance thresholds are not met.
• The rTSR Floor feature for market share units can result in a 0% payout if the TSR percentile rank is below the 50th percentile, indicating a risk of no payout despite some stock performance.

Future Outlook

The filing indicates future vesting events for newly granted market share units on March 10, 2029, and distribution of new performance shares in the first quarter of 2029, both subject to certification of performance results by the Board.

Industry Context

StockSavvy.ai notes that performance-based equity awards are a standard practice in the pharmaceutical industry to align executive incentives with shareholder value and long-term company performance. The structure of these awards, including vesting schedules and performance factors, is typical for a company of Bristol-Myers Squibb's size and market position.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of performance share units and market share units, including payout factors tied to stock price performance (Total Return) and relative total shareholder return (rTSR), is consistent with best practices in executive compensation across large-cap pharmaceutical companies like Pfizer, Merck, and Johnson & Johnson.
• The use of a rTSR Floor feature, which provides a minimum payout level even if the stock price declines but outperforms peers, is a sophisticated mechanism often seen in competitive compensation packages designed to retain top talent in the pharmaceutical sector.

Stakeholder Impact

• Shareholders: The equity awards are designed to align executive incentives with shareholder value creation through performance-based metrics, potentially benefiting long-term shareholders.
• Employees: The compensation structure for executives can set a precedent or reflect the broader compensation philosophy within the company.

Next Steps

• The newly granted market share units will cliff vest on March 10, 2029, subject to Board certification of performance results.
• The newly granted performance shares will be distributed in the first quarter of 2029, subject to Board certification of performance results.

Key Dates

Recommendation

This Form 4 details routine executive compensation transactions, including the vesting of prior equity awards and the grant of new performance-based units. It does not provide new fundamental information about Bristol-Myers Squibb's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions reflect standard incentive alignment and are generally expected.

Keywords

Bristol-Myers Squibb, BMY, Gregory Scott Meyers, Form 4, Insider Trading, Equity Compensation, Market Share Units, Performance Shares, Stock Vesting, Executive Compensation