Form 4: Bristol-Myers CEO Boerner's Routine Stock Transactions

Bristol-Myers Squibb CEO Christopher S. Boerner reported the vesting of market share units and related stock transactions, including tax withholdings and a performance-based adjustment.

Summary

• Christopher S. Boerner, CEO and Director of Bristol-Myers Squibb Co. (BMY), reported transactions involving common stock on November 1, 2025.
• 2,964 shares of common stock were acquired due to the vesting of one-quarter of market share units granted on November 1, 2023.
• 544 shares were disposed of as a downward adjustment to the number of shares acquired, attributed to the performance factor of the market share units.
• 1,238 shares were disposed of at a price of $46.07 per share to cover tax obligations upon the vesting of awards.
• Following these transactions, Mr. Boerner directly owns 1,182 shares of common stock.
• Additionally, 125,439 shares are indirectly beneficially owned through a Spousal Lifetime Access Trust (SLAT).
• Market share units convert into common stock based on a payout factor, which is a ratio of average stock prices, with a minimum payout factor of 80% and a maximum of 225%.
• Twenty-five percent of the market share unit award vests on each of the first, second, third, and fourth anniversaries of the grant date.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events, including the vesting of equity awards and associated tax withholdings. While there was a performance-based downward adjustment, these are standard mechanisms for such awards, indicating a neutral to slightly positive sentiment as a portion of long-term incentives was realized.

Positives

• The vesting of 2,964 market share units indicates a portion of the CEO's long-term incentive compensation has been realized.
• Continued significant indirect beneficial ownership of 125,439 shares through a Spousal Lifetime Access Trust demonstrates ongoing alignment with shareholder interests.

Negatives

• 544 shares were disposed of due to a downward adjustment based on the performance factor, indicating the market share units did not achieve their maximum payout.
• 1,238 shares were withheld for tax payments, reducing the net shares received from the vesting event.

Future Outlook

The filing details past and scheduled vesting events for market share units, with future vesting occurring annually on the grant date anniversary until fully vested.

Industry Context

This Form 4 filing reflects routine executive compensation practices within the pharmaceutical industry, where long-term incentives often include performance-based equity awards like market share units to align executive interests with company performance and shareholder value.

Stakeholder Impact

• Shareholders: The report details a routine compensation event for the CEO, which is part of the company's overall executive compensation structure. The performance-based adjustment reflects the outcome of predefined metrics.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Future vesting of the remaining market share units will occur on the first, second, third, and fourth anniversaries of the November 1, 2023 grant date.

Key Dates

Keywords

Bristol-Myers Squibb, BMY, Christopher S. Boerner, SEC Form 4, Insider Trading, Stock Vesting, Market Share Units, Executive Compensation, Share Ownership, Pharmaceuticals