Form 4: Bristol Myers Squibb Director Acquires Deferred Shares

Theodore R. Samuels II, a director at Bristol Myers Squibb, acquired 1,108.647 Deferred Share Units as part of his compensation.

Summary

• Theodore R. Samuels II, a Director of Bristol Myers Squibb Company (BMY), acquired additional equity.
• On September 30, 2025, Mr. Samuels acquired 1,108.647 Deferred Share Units (DSUs).
• Each Deferred Share Unit will convert into one share of common stock upon settlement.
• The DSUs become settleable when Mr. Samuels ceases to be a director or at a future date he previously specified.
• The acquisition price for these Deferred Share Units was $0, indicating they were granted as compensation.
• Following this transaction, Mr. Samuels beneficially owns a total of 61,419.604 derivative securities, which include deferred compensation and dividends reinvested under the 1987 Deferred Compensation Plan for Non-Employee Directors.

Sentiment

Score: 7

Explanation: The acquisition of deferred share units by a director is a routine compensation event that aligns management interests with shareholders, indicating a stable governance structure and positive long-term outlook for director commitment.

Positives

• Director Theodore R. Samuels II increased his beneficial ownership of derivative securities by acquiring 1,108.647 Deferred Share Units.
• The acquisition of Deferred Share Units aligns the director's interests with those of shareholders, as these units convert to common stock.

Future Outlook

The Deferred Share Units will become settleable when the reporting person ceases to be a director or at a future date previously specified by the reporting person, converting into shares of common stock.

Industry Context

This transaction represents a routine component of non-employee director compensation, a common practice across publicly traded companies, particularly in the pharmaceutical sector, to align director incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Deferred Share Units as compensation for non-employee directors is a standard practice in corporate governance, widely adopted by large pharmaceutical companies such as Pfizer, Merck, and Johnson & Johnson.
• This method aligns director interests with long-term company performance and shareholder value, similar to equity compensation structures seen across global benchmarks for executive and board remuneration.

Related Party Transactions

• Acquisition of 1,108.647 Deferred Share Units by Director Theodore R. Samuels II as part of his compensation plan under the 1987 Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: The transaction reinforces alignment between the director's long-term financial interests and shareholder value.
• Directors: The compensation structure for non-employee directors is being utilized as intended, providing equity-based incentives.

Next Steps

• Settlement of Deferred Share Units into common stock upon the director ceasing service or at a pre-specified future date.

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of deferred share units by a non-employee director as part of their compensation plan. It does not provide new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction primarily indicates ongoing director compensation and alignment of interests, which is generally a neutral to slightly positive signal but not a catalyst for a 'buy' or 'sell' decision.

Keywords

BMY, Bristol Myers Squibb, Form 4, Insider Transaction, Director Compensation, Deferred Share Units, Equity Acquisition