Form 4: Bristol-Myers Squibb Executive Adam Lenkowsky Reports Changes in Beneficial Ownership
Summary
- Adam Lenkowsky, EVP, Chief Commercial Officer of Bristol-Myers Squibb, filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
- The reported transactions include the disposition of 6,650 shares of common stock.
- Lenkowsky also reported owning 4,364.699 shares indirectly through the BMS Savings and Investment Program and 5,286.94 shares through his spouse.
- Additionally, 1,373 market share units were cancelled due to the minimum payout factor not being achieved.
- He directly owns 4,121 market share units.
- The market share units convert into common stock based on a payout factor tied to the company's stock price performance.
Sentiment
Score: 5
Explanation: Neutral sentiment as the filing primarily reports transactions and adjustments in ownership. The cancellation of market share units is a slightly negative signal, but overall, the document is informational.
Negatives
- 1,373 market share units were cancelled due to the minimum payout factor not being achieved, indicating underperformance relative to the set target.
Risks
- The cancellation of market share units due to not meeting the minimum payout factor could reflect potential concerns about the company's performance relative to its targets.
Future Outlook
Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date.
Industry Context
Form 4 filings are routine disclosures for corporate insiders and provide transparency into their transactions in company stock, which can be indicative of their confidence in the company's prospects.
Comparison to Industry Standards
- Executive compensation packages often include market share units or similar performance-based equity awards to align management's interests with those of shareholders.
- The vesting schedules and payout factors for these awards vary across companies and industries, but the general structure is common practice.
- Comparing Bristol-Myers Squibb's equity compensation terms to those of peers like Pfizer, Merck, and Johnson & Johnson would provide a benchmark for assessing the competitiveness and alignment of its executive compensation program.
Stakeholder Impact
- Shareholders may be interested in the insider transactions reported in the Form 4, as they can provide insights into management's views on the company's stock.
- Employees participating in the BMS Savings and Investment Program are indirectly affected by the stock transactions.
Key Dates
- 05/01/2023: Date of grant for market share units, one-quarter of which were cancelled due to underperformance.
- 05/01/2024: Date of transaction involving market share units and common stock.
- 05/03/2024: Date of signature for the Form 4 filing.
- 05/10/2027: Expiration date for the market share units.
Keywords
Filings with Classifications
Quarterly Report
- Total revenues decreased by 6% due to generic erosion and changes in the U.S. Medicare Part D program.
- Legacy Portfolio revenues declined by 20% due to generic erosion of key products.
- U.S. revenues decreased by 7%, reflecting challenges in the domestic market.
Earnings Release
- The company raised its full-year revenue guidance from approximately $45.5 billion to a range of approximately $45.8 billion to $46.8 billion.
- The company raised the midpoint of its 2025 non-GAAP EPS guidance by $0.15 per share to an expected range of $6.70 to $7.00.
Proxy Statement
- GAAP diluted EPS was negative ($4.41) in 2024.
- Non-GAAP diluted EPS decreased by 85% versus 2023 to $1.15.
Annual Report (Form 10-K)
- GAAP diluted loss per share was $(4.41), a decrease of $8.27.
- Non-GAAP EPS was $1.15, a decrease of $6.36.
- The GAAP EPS decrease was largely due to a one-time, non-deductible Acquired IPRD charge from the Karuna acquisition and SystImmune collaboration, impacting EPS by approximately $6.28.
Quarterly Report
- The company's net loss of $9.02 billion year-to-date is significantly worse than the net income of $6.26 billion for the same period last year, primarily due to a $12.1 billion one-time charge related to the acquisition of Karuna.
Quarterly Report
- The company raised its full-year revenue and EPS guidance, indicating better than expected performance.
- The growth portfolio exceeded expectations with 18% growth, or 20% when adjusted for foreign exchange.
- The approval of Cobenfy was a significant positive development.
Quarterly Report
- The GAAP EPS was significantly worse than expected due to a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna and other acquisition related expenses.
Quarterly Report
- The company's revenue and non-GAAP EPS exceeded expectations, leading to an increase in full-year guidance.
- The growth portfolio performed exceptionally well, driving overall revenue growth.
- Multiple regulatory approvals and positive clinical trial results indicate strong pipeline progress.
SEC Form 4
- The cancellation of market share units due to the minimum payout factor not being achieved suggests that the company's performance did not meet expectations.
Quarterly Report
- The company reported a net loss of $11.9 billion, significantly worse than the $2.3 billion profit in the same period last year.
- Non-GAAP EPS was a loss of $4.40, substantially worse than the profit of $2.05 in the first quarter of 2023.
- The large IPRD charge of $12.9 billion due to acquisitions significantly impacted the bottom line.
Quarterly Report
- The company reported a significant GAAP loss per share of $(5.89) and a non-GAAP loss per share of $(4.40), primarily due to the impact of recent acquisitions.
- The revised non-GAAP EPS guidance for 2024 was significantly lowered to $0.40 $0.70, reflecting the negative impact of recent transactions.
Merger Announcement
- The acquisition is expected to dilute 2024 non-GAAP EPS by approximately $0.30.
- A one-time, non-deductible Acquired IPR&D charge of approximately $12 billion will significantly impact 2024 EPS by approximately $5.93.
Debt Offering Announcement
- The document details a $12.5 billion debt offering by Bristol-Myers Squibb.
- The offering includes various series of notes with different maturities and interest rates.
- The proceeds are intended to fund acquisitions and for general corporate purposes.
Current Report
- Payment could be delayed beyond the scheduled expiration date if Tutanota extends its offer.
Quarterly Report
- The company's full-year revenue decreased by 2% compared to the previous year.
- Fourth-quarter GAAP and non-GAAP EPS decreased compared to the same period in the previous year.
- The company's non-GAAP EPS guidance for 2024 is lower than the 2023 result.
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