SEC Form 3 filed by new insider Short Bartie Wendy
$BMY
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | 08/02/2025 | Common Stock, $0.10 par value | 738 | (2) | D | |
| Restricted Stock Units | (3) | 09/01/2026 | Common Stock, $0.10 par value | 2,471 | (2) | D | |
| Restricted Stock Units | (4) | 06/03/2027 | Common Stock, $0.10 par value | 24,120 | (2) | D | |
| Restricted Stock Units | (5) | 03/10/2028 | Common Stock, $0.10 par value | 8,612 | (2) | D | |
| Market Share Units | (6) | 03/10/2026 | Common Stock, $0.10 par value | 639 | (7) | D | |
| Market Share Units | (8) | 03/10/2027 | Common Stock, $0.10 par value | 1,499 | (7) | D | |
| Market Share Units | (9) | 03/10/2027 | Common Stock, $0.10 par value | 6,197 | (10) | D | |
| Market Share Units | (9) | 03/10/2028 | Common Stock, $0.10 par value | 5,741 | (10) | D | |
| Performance Shares | (11) | 03/10/2026 | Common Stock, $0.10 par value | 4,495 | (11) | D | |
| Performance Shares | (12) | 03/10/2027 | Common Stock, $0.10 par value | 9,295 | (12) | D | |
| Explanation of Responses: |
| 1. These restricted stock units will vest on August 2, 2025. |
| 2. Each restricted stock unit converts into one share of common stock upon vesting. |
| 3. One-half of these restricted stock units will vest on each of September 1, 2025 and September 1, 2026. |
| 4. One-third of these restricted stock units will vest on each of June 3, 2025, June 3, 2026, and June 3, 2027. |
| 5. These restricted stock units will cliff vest on the third anniversary of the grant date on March 10, 2028. |
| 6. These market share units will vest on March 10, 2026. |
| 7. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%. |
| 8. One-half of these market share units will vest on each of March 10, 2026 and March 10, 2027. |
| 9. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board. |
| 10. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout. |
| 11. Each performance share converted into one share of common stock upon distribution in the first quarter of 2026 in accordance with the terms of the award and certification of performance results by the Board. |
| 12. Each performance share converted into one share of common stock upon distribution in the first quarter of 2027 in accordance with the terms of the award and certification of performance results by the Board. |
| Remarks: |
| EXHIBIT LIST: EX-24 Exhibit 24 - Wendy Short Bartie, GRAPHIC Exhibit 24 - Wendy Short Bartie |
| /s/ Sophie M. Bail, attorney-in-fact for Wendy Short Bartie | 06/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||