DEF 14A of Bristol Myers Squibb Co, Mar 25, 2026

DEF 14A of Bristol Myers Squibb Co

Filed Mar 25, 2026 · FY20250000014272-26-000006

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our Board of Directors (the “Board” or the “Directors”) has nominated 11 current Directors, Christopher Boerner, Ph.D., Theodore R. Samuels, Peter J. Arduini, Deepak L. Bhatt, M.D., M.P.H., M.B.A., Julia A. Haller, M.D., Manuel Hidalgo Medina, M.D., Ph.D., Michael R. McMullen, Paula A. Price, Derica W. Rice, Karen H. Vousden, Ph.D., and Phyllis R. Yale, to serve as Directors of Bristol Myers Squibb. All of our nominees are willing to serve as Directors and have consented to being named in our proxy materials. When elected, these Directors will hold office until the 2027 Annual Meeting or until their successors are duly elected. We believe that tone is set at the top, so we begin by introducing you to our Directors. We follow that with a description of how our Directors are selected and elected, how our Board governs and is governed, how our Board is organized, how you can communicate with our Directors and how our Directors are paid. We ask in Item 1 for your voting support so our Directors can continue their important work and build on our significant successes into 2026.

  2. Our Board of Directors

    | Board Nominees | | | | | | | | Christopher S. Boerner, Ph.D. | Theodore R. Samuels | Peter J. Arduini | Deepak L. Bhatt, M.D., M.P.H., M.B.A. | Julia A. Haller, M.D. | | | | | | | | | Manuel Hidalgo Medina, M.D., Ph.D. | Michael R. McMullen | Paula A. Price | Derica W. Rice | Karen H. Vousden, Ph.D. | Phyllis R. Yale |

  3. Our Board of Directors

    All Director Nominees possess these qualities:

  4. Our Board of Directors

    | | | | | | Leadership | Strategic Thinking | Sound Business Judgment | Integrity & Ethics |

  5. Overview of 2026 Director Nominees Skills, Age & Tenure

    Overview of 2026 Director Nominees Skills, Age & Tenure

  6. Overview of 2026 Director Nominees Skills, Age & Tenure

    | | | | | | | | | | | | | | | Chris S. Boerner, PhD (CEO) | Theodore R. Samuels (LID) | Peter J. Arduini | Deepak L. Bhatt, MD, MPH, MBA | Julia A. Haller, MD | Manuel Hidalgo Medina, MD, PhD | Michael R. McMullen | Paula A. Price | Derica W. Rice | Karen H. Vousden, PhD | Phyllis R. Yale | | Director Since | 2023 | 2017 | 2016 | 2022 | 2019 | 2021 | 2024 | 2020 | 2020 | 2018 | 2019 | | Compliance | | | | | | | | | | | | | Independent Director | | l | l | l | l | l | l | l | l | l | l | | Designated Financial Expert | | l | | | | | l | l | l | | | | Key Skills & Experience | | | | | | | | | | | | | Executive Leadership | l | | l | | l | | l | | | | | | Finance Leadership | | | | | | | | l | l | | | | Healthcare | l | l | l | l | l | l | l | l | l | l | l | | Science/Technology/Innovation | l | | l | l | l | l | l | | | l | | | Financial | l | l | l | | l | | l | l | l | | l | | Risk Management | l | l | l | | l | | l | l | l | | l | | Sales & Marketing | l | l | l | | | | l | | | | l | | International | l | l | l | | | l | l | l | l | l | | | Academia/ Non-Profit | | l | | l | l | l | | l | | l | l | | Digital | l | | l | | | | l | l | l | | | | Demographics | | | | | | | | | | | | | Age (years)† | 55 | 71 | 61 | 58 | 71 | 58 | 65 | 64 | 61 | 68 | 68 | | Tenure (years)† | 3.0 | 9.2 | 10.1 | 3.9 | 6.5 | 4.9 | 1.8 | 5.7 | 5.7 | 8.4 | 6.5 | | † As of May 5, 2026 | | | | | | | | | | | |

  7. Overview of 2026 Director Nominees Background

    Overview of 2026 Director Nominees Background Our 11 Director nominees provide the Board with a comprehensive collection of varied backgrounds, industry experiences and personal characteristics.

  8. Overview of 2026 Director Nominees Background

    | Age distribution | Board refreshment | | 64 | 4 | | Average age of Directors (years) | New Directors over the past five years |

  9. Overview of 2026 Director Nominees Background

    How Our Directors Are Selected and Elected Our Directors are continuously committed to identifying and attracting the best candidates to join our Board and put a great deal of time and attention into board composition. These efforts are evident in continually high rates of board refreshment, with four new Directors added to our Board in the past five years, adding new perspectives as we continue to advance our mission through this critical strategic period. In the subsections that follow, we describe our standards, policies, and processes that drive our Board refreshment program.

  10. Majority Vote Standard and Director Resignation Policy

    Majority Vote Standard and Director Resignation Policy A majority of the votes cast is required to elect Directors. To be eligible for nomination to our Board, all Director nominees must submit an irrevocable resignation, contingent on (A) that person not receiving a majority of the votes cast in an election that is not a contested election, and (B) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purpose. In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a contested election, the Committee on Directors and Corporate Governance, without participation by any Director tendering their resignation, will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board, without participation by any Director tendering a resignation, will act on the resignation, considering the Committee’s recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. BMS will publicly disclose the Board’s decision and, if such resignation is rejected, the reasons for that decision in a broadly disseminated press release that will also be furnished to the U.S. Securities and Exchange Commission (SEC) on Form 8-K within 90 days after the certification of the shareholder vote. The Committee, in making its recommendation, and the Board, in making its decision, may consider any factors and other information that they consider appropriate and relevant. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board provides for a lesser number of Directors.

  11. Criteria for Board Membership

    Criteria for Board Membership As specified in our Corporate Governance Guidelines, members of our Board should have broad experience in areas important to the operation and long-term success of BMS. These include areas such as business, science, medicine, finance/accounting, law, business strategy, crisis management, risk management, corporate governance, research, technology (particularly as it relates to the healthcare industry), or government. Board members should possess qualities reflecting integrity, independence, leadership, good business judgment, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work well with others. We generally restrict the total number of public company boards that non-employee Directors and a Director serving as chief executive officer, if applicable, can serve on to four and two, respectively, including our Board, and all of our Directors and each Director nominee are in compliance with these restrictions.

  12. Director Independence

    Director Independence Our Corporate Governance Guidelines provide that a substantial majority of Board members be independent from management. The Board observes all relevant criteria established by the SEC and the New York Stock Exchange (NYSE) and has adopted independence standards that meet the listing standards of the NYSE (See Exhibit A). The Board has determined that, except for Christopher Boerner, Ph.D., who is our Chief Executive Officer, each of our Directors and each Director nominee for election at this Annual Meeting is independent of BMS and its management.

  13. Director Independence

    | Independence | | 10 | | out of 11 Director nominees are currently independent |

  14. Process for Determining Independence

    Process for Determining Independence In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of Director independence. Under our Corporate Governance Guidelines and the NYSE listing standards, a Director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company. In February 2026, the Board considered all commercial and charitable relationships of our independent Directors and Director nominees, including the following relationship, which was deemed immaterial under our categorical standards: •Mr. Arduini was appointed President and Chief Executive Officer of GE Healthcare in January 2022. BMS has a prior business relationship with GE Healthcare that predates Mr. Arduini, pursuant to which we made routine ordinary course of business payments to GE Healthcare in 2025, including related to some early development and license agreements. All of the business dealings were entered into on terms no more favorable to GE Healthcare than terms that would be available to unaffiliated third parties under similar circumstances, and the payments made by BMS did not exceed the greater of $1 million or 2% of GE Healthcare’s consolidated gross revenues in any single fiscal year within the preceding three years. The Board determined that none of our independent Directors had any relationships that would impair their independence under the NYSE’s independence standards or otherwise.

  15. Director Succession Planning and Identification of Board Candidates

    Director Succession Planning and Identification of Board Candidates

  16. Regular Assessment of Board Composition

    Regular Assessment of Board Composition The Committee on Directors and Corporate Governance regularly assesses the appropriate size and composition of the Board. This assessment incorporates the results of the Board’s annual evaluation process, which are described more fully under “Annual Evaluation Process” beginning on page 10. The Committee also considers succession planning for its Directors.

  17. Identification and Selection of Director Nominees

    Identification and Selection of Director Nominees In connection with the Board’s ongoing Director identification process, the Committee on Directors and Corporate Governance, in consultation with the Board Chair, conducts an initial evaluation of prospective nominees against the established Board membership criteria discussed above. The Committee also reviews the skills of the current Directors and compares them to the particular skills of potential candidates. In particular, the Board is committed to identifying and evaluating all highly qualified candidates for Board positions, including candidates with varied backgrounds, industry experiences, and personal characteristics. In addition, the Committee annually evaluates each current Director’s prior service on and contributions to the Board, which includes consideration of each Director’s attendance, job responsibilities, service on other public company boards, and leadership positions on such boards prior to recommending a Director or nominee for election to our Board. Candidates may come to the attention of the Committee on Directors and Corporate Governance through current Board members, third-party search firms, management, shareholders, or others. Search firms together with management and Directors develop a candidate profile that includes the relevant skills and experiences being sought at that time and incorporates the Board membership criteria. Prospective candidates are identified based on that profile. Additional information relevant to the qualifications of prospective nominees may be requested from third-party search firms, other Directors, management, or other sources. After this initial evaluation, prospective nominees may be interviewed by telephone or in person by the members of the Committee on Directors and Corporate Governance, the Board Chair, the Lead Independent Director and other Directors, as applicable. After completing this evaluation and interview process, the Committee on Directors and Corporate Governance makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the full Board determines the nominees after considering the recommendation and any additional information it may deem appropriate.

  18. Shareholder Nominations for Director

    Shareholder Nominations for Director In accordance with the Company’s Bylaws and other governing documents, the Board considers and evaluates qualified shareholder recommendations and nominations of candidates for election to the Board in substantially the same manner as other Director nominees and will not impose unnecessary requirements for such candidates. Shareholder recommendations must be accompanied by disclosure, including written information about the recommended nominee’s business experience and background with consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, he or she will serve as a Director. Shareholders should send their written recommendations of nominees accompanied by the required documents to: Bristol Myers Squibb, Route 206 & Province Line Road, Princeton, NJ 08543, Attention: Corporate Secretary.

  19. Proxy Access Shareholder Right

    Proxy Access Shareholder Right Following extensive engagement with our shareholders, the Board determined to adopt proxy access in 2016, permitting a shareholder or group of up to 20 shareholders, in each case, holding at least 3% of our outstanding shares of common stock for at least three years, to nominate a number of Directors constituting the greater of two Directors or 20% of the number of Directors on the Board, as set forth in detail in our Bylaws. If you wish to propose any action pursuant to our proxy access bylaw provision, you must deliver a notice to BMS containing certain information set forth in our Bylaws, not less than 120 but not more than 150 days before the anniversary of the prior year’s filing of the proxy materials. For our 2027 Annual Meeting, we must receive this notice between October 26, 2026, and November 25, 2026. Shareholders should send their notices to our principal executive office: Bristol Myers Squibb, Route 206 & Province Line Road, Princeton, NJ 08543, Attention: Corporate Secretary.

  20. Annual Evaluation Process

    Annual Evaluation Process Our Board recognizes the critical role Board and Committee evaluations play to ensure the effective functioning of the Board. Our Board also believes in the importance of continuously improving the functioning of the Board and Board Committees. Under the leadership and guidance of the Board’s Lead Independent Director, the Committee on Directors and Corporate Governance annually reviews the Board evaluation process. For the last few years, the formal Board evaluation process has included a written questionnaire for the Board and the Board Committees. In addition to the Board and Board Committee questionnaires, for individual Director assessments, the Lead Independent Director engages in one-on-one discussions with each Director regarding, without limitation, governance, Board functioning and effectiveness, interaction with management, meetings and materials, performance, potential board assignments, and Director succession planning. The Lead Independent Director conveys Directors’ feedback on an ongoing basis to the Board Chair and has regular one-on-one discussions with the other members of the Board. The formal 2025 Board and Committee evaluation processes were as follows: •Board: Directors completed an electronic questionnaire on an unattributed basis responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, and Committee effectiveness. In addition, the Lead Independent Director completed one-on-one individual Director assessments relating to the foregoing topics. The robust feedback and comments from the Directors were anonymously compiled and then presented by the Board Chair and the Lead Independent Director to the full Board for discussion and action. The 2025 Board evaluation was completed in February 2026. •Committees: Committee members completed an electronic questionnaire, which included questions approved by each Committee chair with topics covering each Committee’s composition, culture, and functioning as well as each Committee’s responsibilities and effectiveness. The results from the questionnaires were compiled and Committee chairs led discussions in executive sessions of their respective committees. Committee chairs then reported to the full Board the results of their respective Committee’s evaluation and any follow-up actions. The 2025 Committee evaluations were completed in February 2026 and reported to the Board in February and March 2026. Election of the Board of Directors

  21. 2026 Director Nominees

    2026 Director Nominees The following biographies of our Director nominees reflect their Board Committee membership and Chair positions as of the date of this year’s Annual Meeting. Each of our Board members has experience and skills in the enumerated categories included in our skills matrix chart above, however, we have designated in the biographies only the top three to five skills to indicate that a Director has particular strength in those areas. Christopher S. Boerner, Ph.D.

  22. Lead Independent Director & Chair of the Committee on Directors and Corporate Governance

    Lead Independent Director & Chair of the Committee on Directors and Corporate Governance Director Since: 2017

  23. Lead Independent Director & Chair of the Committee on Directors and Corporate Governance

    | Board Committees •Committee on Directors and Corporate Governance (Chair) •Audit Committee | Other Public Company Boards •Centene Corporation •Iron Mountain Incorporated Former Public Company Boards •Stamps.com •Perrigo Company plc | | Experience •President of the Capital Guardian Trust Company (2010-2016) •Board member, Capital Group (2005-2009); Capital Group Audit Committee; Capital Group Finance Committee (2013-2016); Chair of Capital International (North America) Proxy Committee; Capital Guardian Trust Company (North American) Management Committee member •Portfolio Manager at Capital Group (1990-2016 and analyst 1981-1990) Key Skills and Experience •Financial •Sales & Marketing •Risk Management •International Other •Director of BJC HealthCare •Trustee of Children’s Hospital Los Angeles Foundation; served as Director of Children’s Hospital Los Angeles (2004-2019; co-chair 2012-2015) •Director of the Edward Mallinckrodt, Jr. Foundation •Director of Research Corporation Technologies, Inc. •Trustee of the John Burroughs School, St. Louis (2018-2024) •Co-Chair of Tuft’s President Council (2016-2022) | |

  24. Peter J. Arduini

    Peter J. Arduini

  25. Chair of the Compensation and Management Development Committee

    Chair of the Compensation and Management Development Committee Director Since: 2016

  26. Chair of the Compensation and Management Development Committee

    | Board Committees •Compensation and Management Development Committee (Chair) | Other Public Company Boards •GE Healthcare Former Public Company Boards •Integra LifeSciences Holdings Corporation | | Experience •President and Chief Executive Officer at GE Healthcare, a medical technology and digital solutions innovator (2022-present) •President and Chief Executive Officer at Integra LifeSciences Holdings Corporation (2012-2021); President and Chief Operating Officer (2010-2012) •Corporate Vice President and President of Medication Delivery, Baxter Healthcare (2005-2010) •Previously spent 15 years at General Electric Healthcare in a variety of management roles for domestic and global businesses, culminating in leading the global functional imaging business Key Skills and Experience •Executive Leadership •Healthcare •Sales & Marketing •Financial Other •Board of Directors of AdvaMed (the Advanced Medical Technology Association) •Board of Directors of the National Italian American Foundation •Board of Trustees of Susquehanna University (2016-2022) | |

  27. Chair of the Compensation and Management Development Committee

    Deepak L. Bhatt, M.D., M.P.H., M.B.A. Director Since: 2022

  28. Chair of the Compensation and Management Development Committee

    | Board Committees •Science & Technology Committee •Compensation and Management Development Committee | Other Public Company Boards •None | | Experience •Director of Mount Sinai Fuster Heart Hospital and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at the Icahn School of Medicine at Mount Sinai (2022-present) •Professor of Medicine at Harvard Medical School (2012-2022); Visiting Professor of Medicine at Harvard Medical School (2022-2024) •Executive Director of Interventional Cardiovascular Programs at Brigham and Women’s Hospital (2013-2022) •Cardiologist at Dana Farber Cancer Institute (2009-2022) •Chief of Cardiology at VA Boston Healthcare (2008-2013) •Held a number of roles of increasing responsibility at the Cleveland Clinic in Cleveland, Ohio, in addition to being an attending physician, including Associate Director of the Cleveland Clinic Cardiovascular Coordinating Center, Director of the interventional cardiology fellowship, and Associate Director of the cardiovascular medicine fellowship (2001-2008) Key Skills and Experience •Science/Technology/Innovation •Healthcare •Academia/Non-Profit Other •Former Member of the Board of Trustees of the American College of Cardiology | |

  29. Chair of the Compensation and Management Development Committee

    Julia A. Haller, M.D.

  30. Chair of the Science & Technology Committee

    Chair of the Science & Technology Committee Director Since: 2019

  31. Chair of the Science & Technology Committee

    | Board Committees •Science & Technology Committee (Chair) •Committee on Directors and Corporate Governance | Other Public Company Boards •None Former Public Company Boards •Celgene Corporation •Eyenovia, Inc. •Opthea Limited •Outlook Therapeutics, Inc. | | Experience •Chief Executive Officer and Ophthalmologist-in-Chief of Wills Eye Hospital in Philadelphia, PA, where she holds the William Tasman, M.D. Endowed Chair (2007-present, including appointment as CEO in 2025) •Professor and Chair of the Department of Ophthalmology at Sidney Kimmel Medical College at Thomas Jefferson University and Thomas Jefferson University Hospitals (present) •Member of the Johns Hopkins faculty, where she held the Katharine Graham Chair in Ophthalmology (until 2007) •Trained at the Wilmer Eye Institute at Johns Hopkins, where she served as the first female Chief Resident Key Skills and Experience •Executive Leadership •Academia/Non-Profit •Healthcare •Science/Technology/Innovation Other •Vice President, Ophthalmology Foundation •Member of the National Academy of Medicine •Chair of the Heed Ophthalmic Foundation Board •Executive Committee of the Board of the Philadelphia Orchestra and Kimmel Center | |

  32. Chair of the Science & Technology Committee

    Manuel Hidalgo Medina, M.D., Ph.D. Director Since: 2021

  33. Chair of the Science & Technology Committee

    | Board Committees •Committee on Directors and Corporate Governance •Science & Technology Committee | Other Public Company Boards •Guardant Health, Inc. | | Experience •Professor of Medicine and Co-Director of GI Cancer Center at NYU Grossman School of Medicine (2025-present) •Professor of Medicine and Chief of Division of Hematology and Medical Oncology at Weill Cornell Medical College (2019-2025) •Attending Physician at New York-Presbyterian Hospital (2019-2025) •Associate Director, Clinical Services of Meyer Cancer Center, Weill Cornell Medical College (2019-2024) •Deputy Associate Director, Clinical Sciences at Dana Farber/Harvard Cancer Center (2015-2019) •Chief of Division of Hematology, Oncology and Director at Rosenberg Clinical Cancer Center of Beth Israel Deaconess Medical Center (2015-2019) •Professor of Medicine at Harvard University (2015-2019) Key Skills and Experience •Science/Technology/Innovation •Healthcare •Academia/Non-Profit •International Other •Director of Methods of Special Conference Clinical Cancer Research Course of American Association for Cancer Research (2018-2024) •Steering Committee of Pancreatic Cancer Action Network (2016-present) •Director of American Association of Cancer Research (2024-2027) •Director of Guardant Health (2024-present) | |

  34. Michael R. McMullen

    Michael R. McMullen Director Since: 2024

  35. Michael R. McMullen

    | Board Committees •Audit Committee •Compensation and Management Development Committee | Other Public Company Boards •KLA Corporation Former Public Company Boards •Agilent Technologies, Inc. •Coherent, Inc. | | Experience •Chief Executive Officer of Agilent Technologies, Inc. (2015-2024) •President and Chief Operating Officer of Agilent Technologies, Inc. (2014-2015) •Senior Vice President, Agilent and President, Chemical Analysis Group at Agilent (2009-2014) Key Skills and Experience •Executive Leadership •Science/Technology/Innovation •Healthcare •International •Digital Other •Board of Trustees, University of Delaware (2024-present) | |

  36. Chair of the Audit Committee

    | Board Committees •Audit Committee (Chair) •Compensation and Management Development Committee | Other Public Company Boards •Target Corporation •The Walt Disney Company •The Carlyle Group | | Experience •Executive Vice President of CVS Health, and President, Pharmacy Benefits Management Business of CVS Caremark (2018-2020) •Executive Vice President of Global Services (2010-2017) and Chief Financial Officer (2006-2017) of Eli Lilly and Company •Vice President and Controller (2003-2006) and various executive positions at Eli Lilly and Company (1990-2005) Key Skills and Experience •Finance Leadership •Financial •Healthcare •Risk Management •Digital Other •Director of Center for Leadership Development •Director of Tessera Therapeutics | |

  37. Chair of the Audit Committee

    | Board Committees •Compensation and Management Development Committee •Science & Technology Committee | Other Public Company Boards •None | | Experience •Principal Group Leader at the Francis Crick Institute in London (2017-present) •Chief Scientist of Cancer Research UK (2016-2022) •Director of the Cancer Research UK (CRUK) Beatson Institute in Glasgow (2002-2016) •Held leadership roles at the National Cancer Institute in Maryland (1995-2002) Key Skills and Experience •Academia/Non-Profit •Healthcare •Science/Technology/Innovation •International Other •Co-Founder, Director and Consultant of Faeth Therapeutics, Inc. •Member of the Science Advisory Boards of the Allison Institute (MD Anderson, Texas), Kovina Therapeutics, the Ludwig Institute for Cancer Research and Volastra Therapeutics •Fellow of the Royal Society •Foreign Member of the U.S. National Academy of Sciences •Former President of the British Association of Cancer Research | |

  38. Phyllis R. Yale

    Phyllis R. Yale Director Since: 2019 Age: 68

  39. Phyllis R. Yale

    | Board Committees •Audit Committee •Science & Technology Committee | Other Public Company Boards •Davita, Inc. | | Experience •Advisory Partner, Bain & Company (2010-present); Partner (1987-2010) •Since 1982, has served in a number of leadership roles and has been a leader in building Bain’s healthcare practice Key Skills and Experience •Financial •Risk Management •Healthcare •Academia/Non-Profit Other •Director of Aledade, Inc. •Member of the Advisory Board of the Health Policy and Management Department at the Harvard Chan School of Public Health •Member of the Board of The Trustees of Reservations, a conservation and preservation organization •Former director of Blue Cross Blue Shield of Massachusetts •Former member of the Advisory Board of Harvard Business School Healthcare Initiative | |

  40. Phyllis R. Yale

    | | The Board of Directors unanimously recommends a vote “FOR” the election of each of these nominees as a Director. |

  41. Phyllis R. Yale

    How Our Board Governs and Is Governed

  42. Compensation of Directors

    Compensation of Directors

  43. Director Compensation Program

    Director Compensation Program We aim to provide a competitive compensation program to attract and retain high quality Directors. The Committee on Directors and Corporate Governance (when used in this Compensation of Directors’ section, the “Committee”) annually reviews our non-employee Directors’ compensation program, including a review of the Director compensation programs at our executive compensation peer groups. For 2025 planning, we again engaged an outside consultant, Frederic W. Cook & Co., Inc. (“FWC”), to review market data and competitive information on Director compensation. FWC recommended, and the Committee determined, that our executive compensation peer groups should be the primary source for determining Director compensation. Upon reviewing FWC’s analysis in December 2024, the Committee determined to make no changes to the Director compensation program for service as a Director in 2025. As a result, our 2025 Director compensation program was identical to our program in 2024. Dr. Boerner does not receive any additional compensation for serving as a Director. The Committee believes the total 2025 compensation package for non-employee Directors was reasonable and appropriately aligned the interests of our Directors with the interests of our shareholders by ensuring Directors have an equity stake in BMS.

  44. The Components of Our Non-Employee Director Compensation Program

    The Components of Our Non-Employee Director Compensation Program In 2025, non-employee Directors who served for the entirety of 2025 received:

  45. The Components of Our Non-Employee Director Compensation Program

    | Component | Value of Award | | Annual Retainer | $110,000 | | Annual Equity Award | Deferred Share Units valued at $210,000 | | Lead Independent Director Annual Retainer | $50,000 | | Committee Chair Annual Retainer | $25,000 | | Committee Member (not Chair) Annual Retainer – Audit Committee, Compensation and Management Development Committee, Committee on Directors and Corporate Governance, and Science and Technology Committee | $15,000 |

  46. Annual Equity Award

    Annual Equity Award On February 1, 2025, all non-employee Directors serving on the Board at that time received an annual award of deferred share units valued at $210,000 under the company’s 1987 Deferred Compensation Plan for Non-Employee Directors, as amended (the “Plan”). These deferred share units are non-forfeitable at grant and are settleable solely in shares of BMS common stock upon retirement from the Board or at a future date previously specified by a Director in accordance with the terms of the Plan. A new Director on the Board who is eligible to participate in the Plan receives, on the date the Director joins the Board, a pro-rata number of deferred share units based on the number of share units payable to participants as of the prior February 1.

  47. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned by our non-employee Directors in 2025.

  48. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | P. J. Arduini | 135,000 | 210,000 | 0 | 26,500 | 371,500 | | D. L. Bhatt, M.D., M.P.H., M.B.A. | 140,000 | 210,000 | 0 | 0 | 350,000 | | J. A. Haller, M.D. | 150,000 | 210,000 | 0 | 30,000 | 390,000 | | M. Hidalgo Medina, M.D., Ph.D. | 140,000 | 210,000 | 0 | 0 | 350,000 | | M. R. McMullen | 134,966 | 210,000 | 0 | 30,000 | 374,966 | | P. A. Price | 140,000 | 210,000 | 0 | 30,000 | 380,000 | | D. W. Rice | 150,000 | 210,000 | 0 | 30,000 | 390,000 | | T. R. Samuels | 200,000 | 210,000 | 0 | 30,000 | 440,000 | | K. H. Vousden, Ph.D. | 140,000 | 210,000 | 0 | 6,000 | 356,000 | | P. R. Yale | 140,000 | 210,000 | 0 | 20,000 | 370,000 |

  49. Director Compensation Table

    (1)Includes the annual retainer, Committee chair retainers, Committee membership retainers and Lead Independent Director retainer, as applicable. All or a portion of the cash compensation may be deferred until retirement, or a date specified by the Director, at the election of the Director. The Directors listed in the following table deferred the following amounts in 2025, which amounts are included in the figures above.

  50. Director Compensation Table

    | Name | Dollar Amount Deferred ($) | Percentage of Deferred Amount Allocated to U.S. Total Bond Index (%) | Percentage of Deferred Amount Allocated to Short Term Fund (%) | Percentage of Deferred Amount Allocated to Total Market Index Fund (%) | Percentage of Company Deferred Amount Allocated to Deferred Share Units (%)* | Number of Company Deferred Share Units Acquired (#) | | P. J. Arduini | 135,000 | 0 | 0 | 0 | 100 | 2,656.501 | | J. A. Haller, M.D. | 150,000 | 0 | 0 | 100 | 0 | 0 | | M. R. McMullen | 134,965.75 | 0 | 0 | 0 | 100 | 2,665.661 | | D. W. Rice | 150,000 | 0 | 0 | 0 | 100 | 2,951.668 | | T. R. Samuels | 200,000 | 0 | 0 | 0 | 100 | 3,935.557 | | P. R. Yale | 140,000 | 0 | 0 | 0 | 100 | 2,754.89 |

  51. Director Compensation Table

    *Per our share retention requirements, Directors are required to defer at least 25% of their annual retainer until they meet our share retention requirement. Share retention requirements are evaluated at least quarterly and deferral amounts are appropriately adjusted from time to time to meet this requirement. (2)Represents aggregate grant date fair value under FASB ASC Topic 718 of deferred share unit awards granted during 2025. On February 1, 2025, each of the non-employee Directors then serving as a Director received a grant of 3,562.341 deferred share units valued at $210,000 based on the fair market value of our common stock of $58.95 on the grant date. The aggregate number of deferred share units held by each of these Directors as of December 31, 2025, is set forth below. In some cases, these figures include deferred share units acquired through elective deferrals of cash compensation and dividend reinvestment under our 1987 Deferred Compensation Plan for Non-Employee Directors.

  52. Director Compensation Table

    | Name | # of Deferred Share Units | | P. J. Arduini | 66,116.446 | | D. L. Bhatt, M.D., M.P.H., M.B.A. | 15,075.518 | | J. A. Haller, M.D. | 33,528.846 | | M. Hidalgo Medina, M.D., Ph.D. | 18,558.379 | | M. R. McMullen | 10,860.897 | | P. A. Price | 21,262.129 | | D. W. Rice | 34,934.653 | | T. R. Samuels | 63,174.032 | | K. H. Vousden, Ph.D. | 36,659.716 | | P. R. Yale | 38,891.933 |

  53. Director Compensation Table

    (3)There have been no stock options granted to Directors since 2006 and except as noted below, no non-employee Director had stock options outstanding as of December 31, 2025. On November 20, 2019, in connection with her appointment to the Board, effective upon the closing of the Celgene transaction, Dr. Haller’s stock options from Celgene were converted into BMS stock options. The aggregate number of shares of BMS common stock underlying stock options held by Dr. Haller as of December 31, 2025, is set forth below:

  54. Director Compensation Table

    | Name | # of Shares Underlying Stock Options | | J. A. Haller, M.D. | 83,469 |

  55. Director Compensation Table

    (4)Amounts include company matches of charitable contributions under our matching gift programs.

  56. Director Compensation Table

    | | Executive Compensation Matters | | | | 42 | Message from Peter J. Arduini, Chair of the Compensation and Management Development Committee | | | 43 | Compensation Discussion and Analysis | | | 43 | Business Overview | | | 44 | Executive Pay Program | | | 45 | 2025 Named Executive Officers | | | 45 | 2025 Business Results | | | 48 | People and Culture | | | 50 | Shareholder Engagement | | | 50 | Executive Compensation Program Overview | | | 57 | 2025 Compensation Program – Named Executive Officers | | | 78 | Compensation and Management Development Committee Report | | | 78 | Tax Implications of Executive Compensation Program | | | 79 | Executive Compensation Tables | | | 97 | Pay Ratio | | | 98 | Pay Versus Performance | | | 98 | Tabular Disclosure of Pay Versus Performance | | | 101 | Pay Versus Performance Comparative Disclosure | | | 102 | Tabular Disclosure of Significant Financial and Non-Financial Performance Measures | | | 103 | Item 2—Advisory Vote to Approve the Compensation of Our Named Executive Officers | | | 104 | Equity Compensation Plan Information |

  57. Director Compensation Table

    | Message from Peter J. Arduini Chair of the Compensation and Management Development Committee | |

  58. Director Compensation Table

    The momentum and progress of our business and the advancement of strategic initiatives throughout 2025 were enabled by our dedicated global workforce. These strong results further emphasize the important role of the Compensation and Management Development Committee (when used in this Compensation Discussion & Analysis ("CD&A"), the "Committee" or "CMDC") in recognizing these results and ensuring we maintain exceptional talent across the organization. Our people, and their steadfast commitment to improving patients’ lives, are what make this company special. And it’s our job, as members of the Committee, to help foster a culture in which employees thrive and that attracts talent. The competitive landscape is evolving, as is BMS. Management is rewiring BMS for growth, leveraging technology to drive efficiencies, and prioritizing opportunities to create value. This requires compensation programs that clearly align with the company’s long-term strategy, accelerate performance, attract talent, and drive shareholder value. As a result, we must continue assessing our approach to executive pay, ensuring it appropriately incentivizes the behaviors and outcomes that will continue to position BMS for industry-leading growth.

  59. 2025 Achievements & Highlights

    2025 Achievements & Highlights In 2025, our management team prioritized focused execution across the business. This priority was instilled throughout the organization and is evident in our milestones. The team advanced the Growth Portfolio with urgency, given its critical importance to the company’s long-term growth potential and the ability to transition from legacy products while navigating near-term losses of exclusivity. In 2025, the Growth Portfolio grew by 17%, representing 55% of total 2025 revenues. The Company also made progress in advancing the pipeline, where focus remains on assets and opportunities with the greatest potential. The team laid the foundation to maximize a data-rich 2026, with multiple key readouts expected later in the year. Management maintained its focus on financial discipline, driving efficiencies, reducing costs and paying down debt. This strengthened our financial foundation, enabling us to continue investing in the business and pursuing innovative science. The company was active on the business development front, executing key business development transactions such as the immuno-oncology partnership with BioNTech, and the acquisition of Orbital Therapeutics to strengthen and diversify our cell therapy portfolio. The team also upheld its commitment to returning cash to shareholders, all while maintaining the financial flexibility to add substrate for growth. Importantly, this progress was made against a backdrop of significant industry and regulatory uncertainty. The CMDC and the Board believe our compensation programs are appropriately structured and are effectively incentivizing management to deliver on the company’s multi-year strategy. As in prior years, the Committee remains committed to striking the right balance between near-term execution and long-term value creation. Annual incentives focus management on near-term objectives, and our long-term incentive program — representing the majority of total compensation for executive officers — ensures leaders’ incentives are aligned with the company’s long-term objectives.

  60. Executive Pay Program

    Executive Pay Program We believe our pay programs, and particularly our executive incentive design, should reinforce our strategic priorities. For 2025, our executive pay programs included an annual incentive plan and a long-term incentive plan, each focused on the company’s mission to discover, develop, and deliver innovative medicines. While largely consistent with our 2024 program, we changed our measure of profitability in our long-term incentive plan from total company non-GAAP Operating Margin to total company non-GAAP Operating Income. For our annual incentive plan, payouts for our most senior executives continue to be determined solely based on the achievement of corporate objectives, without a separate individual performance factor. This program design incentivizes our senior executives to work together as one team to achieve our most critical strategic priorities. As noted above, we have identified three priority areas of execution to ensure our continued success as we navigate upcoming challenges, including the loss of exclusivity on multiple products. Growth Portfolio Revenue, which is included in both the annual and long-term incentive plans, is a measure of top line growth that creates a foundation for long-term sustainable growth and competitive superiority because it increases our focus on the strategic priority of revenue renewal from medicines where we have a competitive advantage. Total Company Non-GAAP Operating Income, which is also included in both the annual and long-term incentive plans, is a direct measure of profitability and ensures we are driving operational excellence and strategically allocating capital. Pipeline performance, as measured through annual goals for early research through late-stage development, ensures we will deliver on our near-term commercialization priorities while also having the pipeline and science to sustain our growth over the long-term. Together, these metrics help create the foundation for long-term, sustainable growth as we work to become one of the sector’s fastest growing companies by the end of the decade. This Compensation Discussion and Analysis describes the actions taken by the Committee for our Named Executive Officers in 2025. In particular, the compensation program for 2025 was designed to provide the Committee with the tools and flexibility to appropriately incentivize, reward, and retain our executives and align pay with company performance against our strategic priorities. 1 An Investigational New Drug (IND) is a drug or biological drug that has not been approved for general use by the FDA.

  61. Career Growth and Development

    Career Growth and Development BMS is committed to empowering every employee with the skills and capabilities needed to drive growth and transform patient lives through science. We are investing in next-generation platforms that enable employees to own their careers, including tools that promote internal mobility and the democratization of just-in-time learning resources. These investments reflect our dynamic, forward-thinking framework for talent development that seeks to cultivate agility and unlock potential. Recognizing the transformative role of AI across industries, we are investing in upskilling our workforce to build confidence in the responsible and proper use and innovative application of these next-generation tools. Our vision of acknowledging everyone in the organization as a leader is addressed by a full suite of leadership development resources. Through these initiatives, we seek to build capabilities for delivering long-term value for patients and shareholders while providing employees with the resources and opportunities they need to own their impact.

  62. Highlights of 2025 Compensation Program

    | Base Salary | •Based on specialized qualifications, experience and role impact, pay levels of comparable positions within peer group and competitive market |

  63. Highlights of 2025 Compensation Program

    | Annual Incentive (Paid in cash) | | Non-GAAP Operating Income | •Critical measure of annual profitability, aligning our employees with our shareholders | | •No individual performance component to incentivize our senior executives as one team to deliver against our most important objectives. Payout based solely on company performance. | | | | Growth Portfolio Revenue | •Foundation of long-term sustainable growth and competitive superiority •Increases focus on strategic priority of revenue renewal | | | | | | Pipeline | Near-Term Value | Each designed to: •Drive improved decision-making and operational rigor •Ensure alignment with company’s portfolio | | | | | | Long-Term Growth Potential | | | | | | | Qualitative Overlay | | | | | | Sustainability & Social Impact Scorecard | •Aligned to our externally-stated commitments on sustainability and social impact | | |

  64. Highlights of 2025 Compensation Program

    | Long-Term Incentive (Delivered in shares) | Performance Share Units | •Reward the achievement of financial goals and further align executive compensation with the interests of our shareholders — Non-GAAP Operating Income (25%), Growth Portfolio Revenue (40%), and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. | Market Share Units | •Reward stock price appreciation, inclusive of the value of dividends accumulated during the performance period •Important component of attracting specialized talent •Reward creation of shareholder value •Promote retention while maintaining pay-for-performance link |

  65. Executive Compensation Philosophy and Principles

    | In 2025, the Committee reviewed how all the elements of our compensation program design worked together, focusing on the balance between short-term and long-term compensation and performance, top-line and bottom-line results, absolute and relative factors, and internal and market-based performance metrics. In evaluating 2025 performance, the Committee determined that the compensation of our executives appropriately reflects: •our financial and operational results; •the execution and advancement of the company’s long-term strategy in 2025; •the Committee’s holistic assessment of the performance of our most senior executives in working together towards the achievement of our most critical company priorities; •the execution of key regulatory milestones to renew our portfolio; and •the achievement of our key SSI initiatives. We believe that the link between our compensation program design and the execution of our strategy will continue to create sustainable long-term value for shareholders. |

  66. Executive Compensation Philosophy and Principles

    | Competitive Compensation | •We operate in a highly complex and competitive business environment that requires that we attract, retain, and engage executives capable of leading our business. •By providing compensation that is competitive with our peer companies, we reduce the risk that our competitors can successfully recruit our executives. We are also able to maintain the highest ongoing levels of engagement of these talented executives to facilitate and sustain high performance. | | Pay for Performance | •We structure our compensation program to closely align the interests of our executives with those of our shareholders. •We believe that an executive’s compensation should be directly tied to helping us achieve our mission and deliver value to our shareholders. Therefore, a substantial portion of our executives’ compensation is variable and at risk based on operational, financial, strategic and share price performance. |

  67. Incorporating Company Values in Performance Assessments

    Incorporating Company Values in Performance Assessments The Committee evaluates our executive officers’ performance against clear and pre-defined objectives established at the beginning of the year and tied to the company’s key, long-term strategic objectives. When determining annual incentive payouts for our executive officers, the Committee considers each executive’s contributions as well as demonstration and role modeling of BMS Values. The Committee’s determination on annual incentive payouts also incorporates feedback from our enterprise risk assessment, including reputational risk stemming from a dynamic external environment. Our goal is to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions to maximize short-term results at the expense of sustainable long-term value creation for our shareholders.

  68. Benchmarking Analysis and Compensation Peer Groups

    Benchmarking Analysis and Compensation Peer Groups

  69. Benchmarking Approach

    Benchmarking Approach In general, our executive compensation program seeks to provide total direct compensation (base salary plus target annual incentive award, plus the grant date fair value of annual long-term equity incentive awards) at the median of our primary peer group and/or the Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey (the “PHRA Survey”) peers (as defined below) when targeted levels of performance are achieved. In any given year, however, total direct compensation for a particular executive may be above or below the median of our primary peer group / PHRA Survey peers due to multiple factors. These factors include qualifications, experience, responsibilities, contributions, role criticality and/or potential, as well as attracting and retaining talent within the highly competitive biopharmaceutical industry. Providing competitive pay when targeted levels of performance are achieved allows us to attract and retain the talent we need to continue driving performance, while enabling us to maintain a competitive cost base with respect to compensation expense.

  70. Benchmarking Process

    Benchmarking Process The Committee’s independent compensation consultant annually conducts and shares with the Committee a review of compensation for our Named Executive Officers, including compensation information compiled from publicly filed disclosures of our primary and extended peer groups as well as the PHRA Survey. Pay levels of our primary and PHRA Survey peers, among other factors, are used as a reference point when determining individual pay decisions (i.e., base salary levels, target annual incentive levels and long-term equity incentive award size). For 2025, the independent compensation consultant was Farient Advisors LLC (“Farient”). The market data, as applicable, is determined for our CEO and CFO and our other NEOs based on the prior year’s compensation and is reviewed by the Committee to inform compensation decisions made in March of each year as follows:

  71. Benchmarking Process

    | | Data Source | Weighting | | CEO and CFO | Blended Peer Proxy and PHRA Survey Data | 50% Proxy Data and 50% PHRA Survey Data | | Other NEOs(1) | PHRA Survey Data | 100% PHRA Survey Data |

  72. Benchmarking Process

    (1) The EVP, Chief Digital & Technology Officer role is not fully represented within the PHRA survey benchmark. Accordingly, compensation levels for this position reflect its strategic importance, enterprise-wide scope and critical role in advancing the company’s information and digital transformation.

  73. 2025 Peer Groups

    2025 Peer Groups We regularly monitor the composition of our peer groups and make changes when appropriate. For 2025, with the support of Farient, the Committee continued to utilize a Primary Peer Group and PHRA Survey Peers and an Extended Peer Group, as more fully described below. Primary Peer Group and PHRA Survey Peers: The Committee believes the companies included in our 2025 primary peer and PHRA Survey peer groups are appropriate given the unique nature of the biopharmaceutical industry. The companies from these two groups represent our primary competitors for executive talent and operate in a similarly complex regulatory and research-driven environment. In determining our peer groups, we believe emphasis should be placed on whether a company competes directly with us for the specialized talent necessary to achieve our priorities. We also consider company size in determining our peer groups. In particular, BMS’ revenue approximates the median 2025 revenue of our primary peer group. The median revenue of our primary and extended peer groups were $50.7 and $51.7 billion, respectively. Extended Peer Group: We also selectively utilize an extended peer group, which comprises the eight companies in our primary peer group plus five companies based outside the U.S. This extended peer group as well as PHRA Survey data serves as an additional reference point for compensation practices, including an understanding of the competitive pay environment as it relates to the global nature of both our business and the competition for talent. Our extended peer group is also used to determine the relative TSR component of our performance share unit and market share unit awards. The Committee, with the support of Farient, reviewed our peer groups and made two changes to the primary peer group to support the 2025 benchmarking process: to remove Biogen Inc. and add Regeneron Pharmaceuticals. Our peer groups in 2025 consisted of the following companies:

  74. 2025 Peer Groups

    | | | Company Name | BMS Peer Group | PHRA Survey Group2 | | | | AbbVie Inc. | ü | ü | | | | Amgen Inc. | ü | ü | | | Primary Peer Group | Eli Lilly and Company | ü | ü | | | | Gilead Science | ü | ü | | Extended Peer Group1 | | Johnson & Johnson | ü | ü | | | | Merck & Co. | ü | ü | | | | Pfizer Inc. | ü | ü | | | | Regeneron Pharmaceuticals | ü | | | | | AstraZeneca PLC | ü | ü | | | | GlaxoSmithKline PLC | ü | ü | | | | Novartis AG | ü | ü | | | | Roche Holding AG | ü | ü | | | | Sanofi | ü | ü |

  75. 2025 Peer Groups

    (1)Our extended peer group includes the primary peer group plus the five listed companies based outside the U.S. (2)The PHRA Survey Group also includes Takeda Pharmaceutical Co., which has not been included in the Primary or Extended Peer Groups.

  76. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant For 2025, the Committee retained Farient as its independent compensation consultant to provide executive compensation services to the Committee. Farient reported directly to the Committee, and the Committee directly oversaw the fees paid for services provided by Farient. The Committee instructed Farient to give advice to the Committee independent of management and to provide such advice for the benefit of our company and shareholders. Farient did not provide any consulting services to BMS beyond its role as compensation consultant to the Committee. In 2025, Farient provided the following services: •reviewed and advised on the composition of the peer group used for competitive benchmarking; •participated in the review of our executive compensation program; •provided an assessment of BMS senior executive pay levels and practices relative to peers and other competitive market data; •provided an annual analysis of industry trends among the peers and best practices related to pay program design and other program elements; •consulted on incentive plan design and compensation packages for senior executives; •reviewed and advised on all materials provided to the Committee for discussion and approval; and •attended all of the Committee’s regularly scheduled and special meetings in 2025 at the request of the Committee, and also met with the Committee chair without management present. The Committee reviews the independence of its compensation consultant annually in accordance with its charter, applicable SEC rules and the NYSE listing requirements. After review and consultation with Farient, the Committee determined that Farient was independent, and there was no conflict of interest resulting from retaining Farient during the year ended December 31, 2025.

  77. 2025 Target Compensation Benchmarks

    2025 Target Compensation Benchmarks Dr. Boerner’s target compensation approximated the 40th percentile of CEOs within our primary peer and PHRA Survey peer groups. The Committee believes Dr. Boerner's compensation package in 2025 positions him appropriately among his peers when considering multiple factors, including his tenure as our CEO. On average, our other Named Executive Officers, excluding Mr. Meyers, were generally between median and the 75th percentile of our primary peer and PHRA Survey peer groups, as applicable, with some variation by position. The following charts provide an overview of the 2025 executive compensation components for our CEO and other Named Executive Officers who were in their roles for the full year 2025 reflecting the grant date fair value of equity awards and exclude one-time, non-recurring awards and highlight the percentage of target compensation that is variable and at risk. Consequently, the following charts exclude Dr. Massacesi who was hired by the Company in August 2025, and Dr. Hirawat who departed the Company in November 2025.

  78. 2025 Target Compensation Benchmarks

    | 2025 CEO Target Pay Mix | | |

  79. 2025 Target Compensation Benchmarks

    | 92% | 80% | | of target pay is performance-based and at risk | of target pay delivered in long-term equity incentives with three-year cliff vesting |

  80. 2025 Target Compensation Benchmarks

    | Average NEO Target Pay Mix (Excl. CEO) | | |

  81. 2025 Target Compensation Benchmarks

    | 85% | 70% | | of average NEO target pay is performance-based and at risk | of average NEO target pay delivered in long-term equity incentives with three-year cliff vesting |

  82. 2025 Target Compensation Benchmarks

    This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term incentives while providing competitive short-term incentives, thus aligning our executive compensation program with our strategy. The following sections discuss the primary components of our executive compensation program and provide detail on how specific pay decisions were made for each Named Executive Officers in 2025.

  83. Components of Our 2025 Compensation Program

    | Core Components of our 2025 Executive Compensation Program for Named Executive Officers: | | | | | Components: | Purpose: | | | Base Salary | Fixed component of pay that is reflective of qualifications, experience and role impact | | | Annual Incentive Plan | Rewards annual company performance on key financial and strategic priorities; awards are 100% performance-based and at risk | | | Long-Term Incentive Program, comprising: •Performance Share Units •Market Share Units | Aligns executives’ interest with those of our shareholders and focuses executives on the execution of our long-term strategy; awards are 100% performance-based and at risk |

  84. Annual Incentive Plan

    Annual Incentive Plan Our annual incentive plan is designed to reward performance that supports our strategy by sharpening management’s focus on key financial, pipeline and SSI goals. Starting in 2024 and continued in 2025, the annual incentive plan does not include individual performance in the payout calculation of our most senior executives, including our Named Executive Officers. This design reinforces the necessity for our senior leaders to work together on the achievement of our most critical priorities, which are represented by our company performance goals. Each Named Executive Officer’s target annual incentive is expressed as a percentage of base salary, which is set at a level to ensure competitive total direct compensation. Annual incentive awards for each Named Executive Officer are determined by evaluating company performance (as measured by the Company Performance Factor). The Company Performance Factor can range from 0% to 200%, based on financial achievements, pipeline results and sustainability outcomes, resulting in a maximum annual incentive opportunity for each Named Executive Officer of 200% of target. The following graphic illustrates the calculation used to determine annual incentive awards.

  85. Annual Incentive Calculation for Named Executive Officers

    Annual Incentive Calculation for Named Executive Officers

  86. Annual Incentive Calculation for Named Executive Officers

    | Target Annual Incentive (As percentage of base salary)X | Company Performance Factor (Based on achievement of financial, pipeline and Sustainability and Social Impact metrics) | = | Annual Incentive Payout |

  87. Annual Incentive Calculation for Named Executive Officers

    The target annual incentive for each Named Executive Officer is expressed as a percentage of the executive’s base salary. If mid-year salary and/or target bonus percentage adjustments are made, the target annual incentive award will include the pro-rated impact of the adjustments.

  88. Annual Incentive Performance Metrics

    Annual Incentive Performance Metrics Our 2025 annual incentive plan design has the following corporate-wide measures, which apply to all employees at the level of Senior Vice President and above (SVP+), including our Named Executive Officers.

  89. Annual Incentive Performance Metrics

    | 2025 Metric and Weighting | What It Is | Why It Is Important | | Operating Income | Non-GAAP Operating Income Total Revenue minus Cost of Goods Sold (COGS) minus Operating Expenses | A critical measure of annual profitability aligning our employees’ interests with those of our shareholders | | Growth Portfolio Revenue | Growth Portfolio Revenue excludes certain key loss of exclusivity brands such as Revlimid, Eliquis, Pomalyst, Sprycel and Abraxane. Revenues minus reserves for returns, discounts, rebates and other adjustments; excludes impact of foreign exchange •Near-Term Value •Submissions and approvals Long-Term Growth Potential •Qualitative Overlay | A measure of top line growth that creates a foundation of long-term sustainable growth and competitive superiority Increases focus on strategic priority of revenue renewal Are designed to: •Drive improved decision-making and operational rigor •Ensure alignment with company’s portfolio | | Pipeline | | | | Sustainability & Social Impact Scorecard | •Sustainability Reflects progress towards sustainability commitments •People & Culture and Social Responsibility Measures employee culture trends and reflects progress on patient access | Aligns to BMS focus on culture in advancing accountability, urgency, and passion to support our organizational strategy and BMS progress toward externally-stated sustainability commitments |

  90. 2025 Annual Incentive Targets

    2025 Annual Incentive Targets

  91. 2025 Annual Incentive Targets

    | Metric | 2025 Target (1) | Bonus Program Weight | | Non-GAAP Operating Income ($M) | $16,850 | 30% | | Growth Portfolio Revenue (Ex-FX) ($M) | $24,850 | 35% | | Pipeline (1) | 3 | 25% | | SSI Scorecard (1) | 3 | 10% | | Total | | 100% |

  92. 2025 Annual Incentive Targets

    (1)Performance determined on a scale of 1 to a maximum of 5.

  93. Target Setting Considerations

    Target Setting Considerations At the beginning of each year, the Committee undertakes an incentive target setting process to establish targets that it believes will motivate our executives appropriately to deliver the high performance that drives shareholder value creation in both the short-term and long-term. When establishing targets and goals each year, the Committee considers budget, operational priorities, long-term strategic plans, historical performance, product pipeline and external factors, including external expectations, competitive developments, and the regulatory environment, among other things. Threshold, target, and maximum performance goals are evaluated independently and are set to provide appropriate awards across a wide but reasonable set of performance outcomes. When establishing our financial targets and our revenue target in particular, we consider expected product price increases. Financial targets are: •Predefined; •Aligned with financial guidance and our operating plan; •Tied to the key financial objectives of the company; and •Aligned with industry benchmarks on speed of commercial launch and expected market adoption. Pipeline targets are: •Set in collaboration with our Science & Technology Committee (“S&T Committee”); •Aligned with the company’s strategic plans, productivity initiatives, including a multi-year restructuring plan, and key value drivers; •Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines; •Separated into two performance categories, “Near-Term Value” and “Long-Term Growth Potential,” subject to a qualitative overlay; and •Reflective of annual milestones that link short-term outcomes to long-term strategic R&D priorities (milestones for higher-value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones). The S&T Committee also identifies those highest-value assets and the integration of acquired assets, among other factors, the importance of which will inform the application of a qualitative overlay. The Committee set incentive targets in the first quarter of 2025 in consideration of anticipated performance, in line with financial guidance provided to the market in early 2025 and in line with commercial, pipeline and sustainability expectations. Thereafter, we met or exceeded financial and operational goals in certain key areas, including revenues, non-GAAP earnings, regulatory and development milestones, important business development activities, and expense management, resulting in an update to financial guidance to the market for the year to reflect these changes.

  94. SSI Scorecard Metrics

    SSI Scorecard Metrics For the 2025 annual bonus plan, for our employees at the level of SVP+, including our Named Executive Officers, 10% of the company performance factor was based on an SSI Scorecard metric. This metric was included to incentivize our senior executives to timely achieve or progress important SSI milestones. We chose to include the SSI Scorecard in the annual bonus program as it incentivizes important progress toward various goals, in some cases, long-term commitments with varying completion dates, while also giving us the opportunity to annually re-align the metric goals to our strategic priorities and prior achievements. In selecting the goals for inclusion in this metric, the CMDC, in consultation with our Committee on Directors and Corporate Governance, included those across the broad pillars of our strategy. For each goal, the CMDC selected objective and measurable performance metrics linked to the Company’s strategy and long-term initiatives. In particular: •employee culture score was set based on internal trend data covering employees’ observations focused on culture evolution, •progress on our patient access goals aligns to our external commitment to increase the number of low-income and middle-income countries (LMICs) with access to our medicines, and •sustainability goals (i) support our overall climate agenda and in particular the external commitment to net zero emissions by 2050, (ii) align to our external commitment to reduce Scopes 1, 2 and 3 (Category 3) greenhouse gas (GHG) emissions by 54.6% by 2033 and (iii) correspond to our external commitment to have 75% of suppliers adopt science-based or science-aligned GHG emission targets by 2028. The selection and evaluation of these metrics were the product of a robust governance process. Namely, the goals and achievements were (i) established by the CMDC, (ii) reviewed by our Committee on Directors and Corporate Governance, which also exercises oversight responsibility for certain components of our SSI strategy, and (iii) were finalized and approved by the CMDC.

  95. 2025 Long-Term Incentive Program Grants

    2025 Long-Term Incentive Program Grants

  96. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term incentive program employs only performance-based equity for our Named Executive Officers and is designed to promote the creation of sustainable long-term value for shareholders by focusing on strong year-to-year financial and operational performance, and on the development and advancement of our pipeline over the long-term. Additionally, the design of our long-term incentive program promotes organizational alignment with our strategy and serves as a retention lever, through vesting and payout over a three-year period.

  97. The Committee’s Process for Granting Annual Long-Term Incentive Awards

    The Committee’s Process for Granting Annual Long-Term Incentive Awards Long-term incentive awards are typically approved each year on the date the Committee and full Board meet during the first week of March with a grant effective date of March 10. We believe that consistent timing of equity award grants is good corporate governance and reduces the risk of selecting a grant date with a preferential stock price. For 2025, the Committee established annual equity award ranges for our Named Executive Officers, other than the CEO, based on competitive market levels among other factors. The CEO’s long-term incentive award level is assessed by the Committee and the Board annually. Once the grant value is established for each executive, 60% of the value is awarded as PSU grants and 40% is awarded as MSU grants. In determining the size of the individual long-term incentives granted to our Named Executive Officers in March 2025, the Committee considered the annual long-term incentive ranges, the executive’s performance as well as ways to motivate our Named Executive Officers to focus on the company’s long-term performance. Given that each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus. Dr. Boerner’s long-term equity award as CEO is determined annually by the Committee and the Board based on competitive benchmarks and his performance and contributions. Dr. Boerner’s March 2025 award took into account his strong performance during 2024 and a long-term incentive opportunity that was commensurate with his role as CEO and the competitive market pay for that position. In 2025, we continued to offer two long-term award vehicles, each of which serving a different purpose: •Performance Share Unit Awards: reward the achievement of key three-year end-to-end financial goals (non-GAAP Operating Income and Growth Portfolio Revenue) and the value created for shareholders as measured by relative TSR Compound Annual Growth Rate (“CAGR”) over a three-year period ending in the first quarter of the applicable payout year. •Market Share Unit Awards: reward the creation of incremental shareholder value over a three-year period.

  98. 2025 Equity Incentive Program Summary

    2025 Equity Incentive Program Summary

  99. 2025 Equity Incentive Program Summary

    | | Performance Share Unit Awards | Market Share Unit Awards | | Proportion of Annual Grant | 60% | 40% | | Metrics & Weighting | •Non-GAAP Operating Income: 25% •Growth Portfolio Revenue (Ex-FX): 40% •3-Year Relative TSR CAGR: 35% | Stock price appreciation or depreciation, inclusive of the value of dividends accumulated during the performance period, from the grant date (Total Return) | | Performance Period | •Financial Metrics: 3-year (2025-2027) •Relative TSR CAGR: 3-year (March 10, 2025 to February 28, 2028) | 3-year (March 10, 2025 to February 28, 2028) | | Min / Max Payout (% of Target Units) | 0% / 200% | 0% / 225%* | | Vesting | 3‑Year Cliff (3rd anniversary of grant date) | 3-Year Cliff (3rd anniversary of grant date) |

  100. 2025 Equity Incentive Program Summary

    *The minimum Total Return achievement required to earn any shares from MSUs is 80% of the grant date stock price. Additionally, relative TSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on the TSR percentile rank. The payout factor is the greater of Total Return and rTSR Floor. As illustrated below, the design of our LTI program generally magnifies the impact of changes in our stock price and relative TSR CAGR performance. When our stock price declines, the value of MSU awards decreases in two ways: (i) the number of shares earned goes down and (ii) the value of those shares is less due to the lower stock price. Similarly, the value of PSU awards decreases in two ways: (i) the relative TSR CAGR metric reduces the number of shares earned (assuming our stock price declined more than our peers’ did) and (ii) the value of those shares is less due to the lower stock price. The illustration below shows how the decline in our stock price from March 2025 through the end of the year is magnified in the value of our 2025 LTI awards. For purposes of this illustration, we assume (i) year-end closing price is the stock price at the end of each performance period, (ii) target performance for the financial metrics, and (iii) accumulated value of dividends through the end of the year.

  101. Value of 2025 PSU and MSU Awards at the End of 2025

    Value of 2025 PSU and MSU Awards at the End of 2025 Notes: •Value of PSU and MSU awards reflects actual relative TSR CAGR / Total Return (share price plus accumulated value of dividends) experience from grant date closing price on 3/10/25 of $63.11 through the closing price on 12/31/25 of $53.94. •PSU value assumes target performance with respect to financial measures and reflects no payout on the portion of the PSU award that is tied to relative TSR CAGR metric. •MSU value assumes a below target payout of 93.8% based on the decline in the 10-day average share price between the grant date ($59.75) and 12/31/25 ($54.16 plus the accumulated value of dividends of $1.86). •Note that this is an illustration as of 12/31/25. The number of shares that actually vest may be more or less than described above at the end of the applicable performance periods.

  102. 2025 Performance Share Unit Awards

    2025 Performance Share Unit Awards PSU awards make up 60% of our executives’ target long-term equity incentives.The PSU awards made in 2025 are focused on motivating executives to deliver long-term top-line growth and improved profitability, while also focusing on delivering shareholder value at a rate faster than our industry peers. For the 2025 PSU awards, the following metrics and goals were applied. Payouts are interpolated for performance between threshold, target and maximum.

  103. 2025-2027 PSU Payout Schedule

    2025-2027 PSU Payout Schedule

  104. 2025-2027 PSU Payout Schedule

    | | 2025-2027 Cumulative Non-GAAP Operating Income (25%) | | 2025-2027 Cumulative Growth Portfolio Revenue (Ex-FX) (40%) | | 3-Year Relative TSR CAGR (35%) | | | | Achievement (%) | Payout (%) | Achievement (%) | Payout (%) | TSR CAGR Percentile | Payout (%) | | Maximum | 108 | 200 | 106 | 200 | 10 Percentage Points Above 50%ile | 200 | | Target | 100 | 100 | 100 | 100 | 50%ile | 100 | | Threshold | 85 | 50 | 94 | 50 | 10 Percentage Points Below 50%ile | 0 | | Below Threshold | <85% | 0 | <94% | 0 | More than 10 Percentage Points Below 50%ile | 0 |

  105. 2025-2027 PSU Payout Schedule

    For the non-GAAP Operating Income and Growth Portfolio Revenue metrics, the targets were set using the Board-approved three-year operating plan. Our Board assessed the rigor of the targets and found that they were appropriate. In addition, our Board assessed the maximum and threshold achievement levels for each of these metrics and found that they were appropriate relative to the intended motivational effect of PSUs.

  106. 2025 Market Share Unit Awards

    2025 Market Share Unit Awards MSU awards make up 40% of our executives’ target long-term equity incentives. For 2025, each grant of MSUs vests fully on the third anniversary of the grant date, and the number of shares received by an executive upon vesting increases or decreases depending on the performance of our stock price plus the value of dividends accumulated during the three-year performance period versus the grant date (Total Return). Additionally, MSUs include a relative total shareholder return feature to provide a minimum level of payout if our stock price declines from the grant date but outperforms our peers as described below (relative TSR Floor). The final payout factor is the greater of Total Return and relative TSR Floor.

  107. 2025 MSU Payout Schedule

    2025 MSU Payout Schedule

  108. 2025 MSU Payout Schedule

    | | 3-Year Total Return | | 3-Year relative TSR Floor | | | | Total Return Achievement (%) | Payout (%) | relative TSR Achievement (%ile) | Payout (%) | | Maximum | 225 | 225 | Greater or Equal to 75%ile | 100 | | Target | 100 | 100 | Between 50%ile and 74.99%ile | 50 | | Threshold | 80 | 80 | Below 50%ile | 0 | | Below Threshold | <80 | 0 | | |

  109. 2025 MSU Payout Schedule

    Total Return is a ratio of the 10-day average closing stock price on the measurement date, inclusive of the value of accumulated dividends, divided by the 10-day average closing stock price on the grant date (March 10). The measurement date is the February 28 immediately preceding the vesting date. The minimum Total Return performance that must be achieved to earn any payout is 80% of the grant date stock price. The maximum payout factor on Total Return is 225% of target. Payouts are interpolated for performance between threshold, target and maximum. Relative TSR Floor performance is based on the TSR percentile rank among our peer companies such that a (i) TSR percentile rank below the 50th percentile yields a 0% payout, (ii) TSR percentile rank between the 50th and 74.99th percentiles yields a 50% payout, and (iii) TSR percentile rank at or above the 75th percentile yields a 100% payout. TSR Percentile Rank means the ranking of the company’s TSR (stock price appreciation or depreciation plus reinvestment of dividends) versus peer companies, expressed as a percentile ranking. There is no interpolation between these distinct points. At vest, a payout factor is applied to the target number of MSUs to determine the total number of units vesting. If our Total Return increases during the performance period, both the number of units and value of shares that vest increases. If our Total Return declines during the performance period, both the number of units and value of shares that vest decreases. If both our Total Return performance is below 80% and relative TSR Floor is below 50th percentile, then the award will be forfeited.

  110. Other Elements of 2025 Compensation

    | Other Elements of 2025 NEO Compensation | | Post-Employment Benefits •Change-in-Control Arrangements •Severance Plan •Non-Qualified Pension Plan (applicable only to Mr. Lenkowsky). The qualified Pension Plan was terminated on February 1, 2019. •Qualified and Non-Qualified Savings Plans | | Other Compensation | | •Financial Planning Support, Executive Physicals, and Executive Security |

  111. Change-in-Control Arrangements

    Change-in-Control Arrangements Prior to January 1, 2026, we maintained change-in-control agreements with certain executive officers, including the CEO and other Named Executive Officers. These agreements were designed to enable management to evaluate and support potential transactions that might be beneficial to shareholders even though the result would be a change-in-control of BMS. Additionally, the agreements provided for continuity of management in the event of a change-in-control. These agreements required a “double-trigger” before any payments would be made to an executive. This means that payments would only be made in the event of a change-in-control and subsequent involuntary termination or termination for good reason by the employee within 24 months after a change-in-control. The change-in-control agreements did not provide gross up compensation on excess parachute payments for any of our executives, including our Named Executive Officers.

  112. Change-in-Control Arrangements

    | | The value of this benefit for our Named Executive Officers is shown in the “Post-Termination Benefits” section beginning on page 90. |

  113. Change-in-Control Arrangements

    Effective on and after January 1, 2026, change-in-control severance benefits are made available to our executive officers under the terms of the Bristol Myers Squibb Severance Benefits Plan (the “Severance Plan”), rather than the change-in-control agreements.

  114. Severance Plan

    Severance Plan The Severance Plan is intended to provide a competitive level of severance protection for executive officers (including our CEO and Named Executive Officers) and certain other employees to help us attract and retain key talent necessary to run our company. The Severance Plan became effective as of April 15, 2025 and, for our senior executives, replaced the Bristol Myers Squibb Senior Executive Severance Plan with respect to severance benefits outside of a change-in-control. Effective on and after January 1, 2026, senior executives (including our Named Executive Officer) are also eligible for change-in-control severance benefits through the Severance Plan. Like the change-in-control agreements, the Severance Plan requires a “double-trigger” before any change-in-control severance benefits are made to an executive. The Severance Plan also does not provide for gross-up compensation on excess parachute payments for any of our executives, including our Named Executive Officers, and it will continue to be our policy on a go-forward basis not to enter into any gross-up arrangements with any of our Named Executive Officers.

  115. Severance Plan

    | | The value of this benefit for our Named Executive Officers is shown in the “Post-Termination Benefits” section beginning on page 90. |

  116. 2025 Executive Performance Assessment and Compensation Payout Summary

    2025 Executive Performance Assessment and Compensation Payout Summary The Committee noted the following with respect to each of our Named Executive Officers’ contributions in 2025. These contributions, as well as each executives’ demonstration of BMS Values are taken into account when determining pay, making career and succession planning decisions, and establishing development plans. In addition, the Committee has the discretion to adjust payouts negatively if an executive fails to meet critical performance objectives or does not demonstrate BMS Values. For Dr. Boerner, in the role of Chief Executive Officer, the Committee considered: •performance against financial targets established at the beginning of the year, including total revenue, Growth Portfolio revenue, Non-GAAP EPS and Operating Margin, noting that the company exceeded these financial targets and delivered strong results for the Growth Portfolio and Legacy Portfolio, which supported meaningful progress towards strengthening our growth profile and establishing a younger and more diversified portfolio (together, the “2025 Financial Performance”); •strong clinical and regulatory performance, including successfully launching new medicines and indications, approval of new indications for late-stage assets, most notably including: (i) the launch of Opdivo Qvantig, the first subcutaneously administered PD-1 inhibitor, and that expanded our leadership within this area of the immuno-oncology space; (ii) receiving 18 approvals from the FDA and other international regulatory authorities (e.g. the European Union, Japan, and China), including: (A) Breyanzi in the U.S. as the first and only CAR-T cell therapy for adults with relapsed or refractory marginal zone lymphoma and in the E.U. for the expanded use of CAR-T cell therapy for adults with relapsed or refractory mantle cell lymphoma, (B) Opdivo Qvantig in the E.U. for the subcutaneous formulation of nivolumab across most previously approved adult, solid tumor Opdivo indications, (C) Camzyos in Japan for the treatment of oHCM, and (D) Opdivo + Yervoy in the U.S. and E.U for first-line treatment of adult patients with unresectable or advanced HCC; (iii) advancing our R&D portfolio across a number of initiatives, including achievement of our 2025 long-term growth goals for regulatory submissions, Proof of Concept Decisions, and IND approvals, and exceeding our goals related to approvals and priority study execution, collectively ensuring the long-term sustainability of our pipeline (together, the “2025 R&D Performance”); •advancement of our strategy through the completion of several business development transactions, including: the acquisition of Orbital Therapeutics, diversifying our cell therapy portfolio; the global strategic collaboration with BioNTech for the co-development and co-commercialization of pumitamig (BNT327/BMS-986545), a bispecific antibody targeting PD-L1 and VEGF-A, and being evaluated in several indications in the immuno-oncology space; the creation of a new company with Bain Capital focused on developing new therapies for autoimmune diseases, including five immunology assets in-licensed from the Company and a $300 million financing commitment that was led by Bain Capital; the execution of a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer; and the acquisition of 2seventy bio, providing us with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma (collectively, the “2025 Business Development Transactions”); •his exhibition of extraordinary leadership in shaping and executing a well-articulated vision and strategy for the company with a strong leadership team to support the company’s continued transformation, including through driving operational excellence and a high-performance inclusive culture; and •continued advancement of our ASPIRE strategy to advance access for patients in low- and middle- income countries to gain access to potentially life-saving medicines, and creation of a new health equity strategy focused on overcoming the geographic and socio-economic barriers to treatment in a sustainable way. The Committee also considered the progress made on our overall SSI priorities described in more detail beginning on page 70. Overall pipeline performance and key milestones are described in more detail on page 69. For Mr. Elkins, in the role of Chief Financial Officer, the Committee considered his: (i) contribution toward the company’s 2025 Financial Performance, noting strong performance in delivering top-line sales above budget and advancement of our initiative to achieve $2 billion in cost savings by the end of 2027, primarily being reinvested to fund innovation and drive growth; (ii) leadership in forecasting key drivers of performance to maximize strategic allocation of resources, including driving a consistent, balanced approach to capital allocation focused on prioritizing investment for growth through business development, debt reduction, including the attainment of the Company’s debt repayment target of $10 billion ahead of our initial 2026 timeline, along with a commitment to the dividend; (iii) critical role supporting the 2025 Business Development Transactions, including through financial assessments, diligence, oversight of deal financing arrangements, integration planning, including related to organizational design, synergy capture and talent management; (iv) role in robust scenario planning around political and business risks in navigating a complex and evolving macro-environment; and (v) leadership evolving an integrated and effective finance organization that is poised to support execution of the company’s strategy. For Dr. Massacesi, in the role of Chief Medical Officer, Head of Development, the Committee considered his: (i) leadership of the drug development organization, including rapid integration and comprehensive review of drug development governance programs and initiatives, and contributions to our 2025 R&D Performance during his tenure; (ii) significant oversight of portfolio prioritization efforts, including substantial progress against key enterprise initiatives designed to support acceleration of our R&D engine, enhance productivity and optimize portfolio management; (iii) contributions to onboard strategic data partnerships and innovations to enhance clinical success rates, optimize study design, and expand the use of artificial intelligence and automation throughout development; and (iv) his role in rewiring and strengthening the drug development organization, including re-evaluation of resource allocation and investment models to optimize development performance across the company’s portfolio. Overall pipeline performance and key milestones are described in more detail on page 69. For Mr. Lenkowsky, in the role of Chief Commercial Officer, the Committee considered his: (i) contribution toward 2025 Financial Performance, including strong execution of sales strategy across key products such as Reblozyl, Camzyos, Eliquis and our immuno-oncology portfolio, resulting in sales performance that surpassed expectations over the past six consecutive quarters; (ii) leadership across successful, key commercial launches, including Opdivo Qvantig and continued improvement for Cobenfy through focused acceleration plans; (iii) leadership on key strategic initiatives, including our 2025 Business Development Transaction with BioNTech for the co-development and co-commercialization of pumitamig, and (iv) leadership evolving the commercial department to improve efficiency and timelines in support of major product launches.

  117. 2025 Executive Performance Assessment and Compensation Payout Summary

    For Mr. Meyers, in the role of Chief Digital & Technology Officer, the Committee considered his: (i) leadership in driving transformation and innovation at scale across the business, and in simplifying and strengthening scientific and digital foundations; (ii) leadership in driving enterprise-wide adoption and implementation of artificial intelligence tools and technologies, directly impacting the discovery, development and delivery of medicines; (iii) contributions to our rewiring BMS initiative, currently tracking towards approximately $2 billion in structural costs and accelerating decision-making across the business by the end of 2027; and (iv) leadership in evolving processes and driving significant cost savings across R&D, manufacturing and IT operations.

  118. 2025 Annual Incentive Plan Program Outcomes

    2025 Annual Incentive Plan Program Outcomes The payouts for the 2025 annual incentive plan were based on each Named Executive Officer’s target bonus amount and the Company Performance Factor. Company performance results for the year led to a Company Performance Factor of 157.66% for 2025. The calculation was based on the following performance against goals:

  119. 2025 Annual Incentive Plan Program Outcomes

    | Performance Measure | Target | Actual | % of Target | Resulting Payout Percentage | | Non-GAAP Operating Income ($M) | $16,850 | $18,484 | 109.7% | 187.23% | | Growth Portfolio Revenue (Ex-FX) ($M) | $24,850 | $26,232 | 105.6% | 161.39% | | Pipeline | 3 | 3.0 | 100% | 100.00% | | SSI Scorecard | 3 | 5.0 | 166.7% | 200.00% | | Total | | | 111.5% | 157.66% |

  120. Pipeline Performance

    | Long-Term Growth Potential 36 Goals Achieved (Target 29-34) | IND/CTA Approvals | •Achieved 10 Investigational New Drug/Clinical Trial Authorization (IND/CTA) Approvals (target 9-11), but with delay of one high-potential program, which was achieved in the first quarter of 2026. | | | Priority Study Execution | •Exceeded Priority Study Execution (PSE) goal, with 22 priority studies achieving or exceeding execution goals (target 16-18). | | | Proof of Concept “Go/No-go” Decisions | •Achieved our Proof of Concept (PoC) ‘Go/No-go’ Decisions goal, with a total of 4 decisions (target 4-5), including achievement of making a ‘Go’ decision for at least one high value program that was out-licensed in connection with the Company's business development transaction with Bain Capital. |

  121. 2025 Annual Incentive Award Payouts

    2025 Annual Incentive Award Payouts The actual annual incentive awards paid to our Named Executive Officers are shown in the following table and can also be found in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. These payouts represent a Company Performance Factor of 157.66% applied to each of the Named Executive Officer’s target opportunity.

  122. 2025 Annual Incentive Award Payouts

    | Executive | Target Incentive Award ($) | Actual Payout: Applying Company Performance Factor(1) ($) | | Christopher S. Boerner, Ph.D. | 2,381,507 | 3,754,684 | | David V. Elkins | 1,141,370 | 1,799,484 | | Cristian Massacesi, M.D. | 419,178 | 660,876 | | Adam Lenkowsky | 1,138,356 | 1,794,732 | | Greg Meyers | 1,058,630 | 1,669,036 |

  123. 2025 Annual Incentive Award Payouts

    (1)Adjusted to reflect Company Performance Factor (financial, pipeline and sustainability metrics performance) earned at 157.66%.

  124. 2025 Long-Term Incentive Payout

    2025 Long-Term Incentive Payout

  125. Outcomes of the 2022-2024 PSU Grant

    Outcomes of the 2022-2024 PSU Grant The following table summarizes the payout factor relating to the 2022-2024 PSU granted as part of our recurring long-term incentive program that vested in 2025. The 2022-2024 PSU grant, granted on March 10, 2022, and having a three-year performance cycle was evaluated and certified in March 2025. The following table summarizes the outcome for each of the metrics included in the 2022 PSU grants and the associated payout level in terms of percentage of target shares.

  126. Outcomes of the 2022-2024 PSU Grant

    | Performance Metric | Target | Actual(2) | % of Target | Resulting Payout Percentage | | Cumulative 3-Year Total Revenues, Net of Foreign Exchange ($=MM)(1) | $148,176 | $145,281 | 98.00% | 96.74% | | Cumulative 3-Year Non-GAAP Operating Margin | 41.40% | 41.00% | 99.10% | 97.70% | | 3-Year Relative TSR (TSR Percentile Rank) | 50.0%ile | 15.3%ile | | 0% | | Total | | | | 63.12% |

  127. Outcomes of the 2022-2024 PSU Grant

    (1)Actual Total Revenues are restated to the 2022 Budget Rate. (2)Includes adjustments for (i) SEC reporting change in 2022 to account for the net impact of IPRD & Licensing Income items that are no longer specified, (ii) the transfer of the Company’s commercial operations in Russia to a third-party distributor, (iii) 2022-2024 business development activities, and (iv) timing of the generic competition for Eliquis in the UK and the Netherlands.

  128. MSU Grant Performance Results

    | Grant Date | Vesting Date | Years in Total Performance Period | Payout Factor (%) | | March 10, 2021 | March 10, 2025 | 4 of 4 | 93.10 | | March 10, 2022 | March 10, 2025 | 3 of 4 | 82.56 | | March 10, 2023 | March 10, 2025 | 2 of 4 | 82.96 |

  129. MSU Grant Performance Results

    In addition to the foregoing MSU awards, Dr. Boerner received a one-time MSU award granted in November 2023 in connection with his appointment as CEO, and Mr. Lenkowsky received one-time MSU award granted in May 2023 in connection with his appointment as Chief Commercialization Officer. Dr. Boerner’s second tranche of the one-time MSU award vested on November 1, 2025 with a 81.66% payout factor, and Mr. Lenkowsky’s second tranche of the one-time MSU award was forfeited as the applicable threshold performance was not met as of the measurement date.

  130. Restricted Stock Units

    Restricted Stock Units Restricted stock units may be granted selectively to executives at other times of the year generally, as inducement grants as part of an offer in attracting candidates to BMS, for retaining employees, or for providing special recognition, such as when an employee assumes significant increases in responsibility. Among our Named Executive Officers, the Committee granted (i) a restricted stock unit award to Dr. Massacesi valued at $9.6M on August 1, 2025 in connection with a buy-out in recruiting him to join the Company and (ii) a one-time restricted stock unit award to Mr. Lenkowsky valued at $1.0M on November 3, 2025 provided to recognize his contributions and value to the company. These awards will vest in four and three equal installments on the first four and three anniversaries of the grant dates, respectively. These awards are included in the “Stock Awards” column of the 2025 Summary Compensation Table on page 79.

  131. Best Practice Compensation Governance

    | What We Do: | | What We Do Not Do: | | | ü | 100% performance-based annual and long-term incentives | X | Provide guaranteed incentives | | ü | Caps on the payouts under our annual and long-term incentive award programs | X | Allow speculative and hedging transactions | | ü | Robust share ownership and share retention guidelines | X | Allow pledging shares and holding them in a margin account | | ü | Neutralize share buyback impact on share-denominated compensation metrics | X | Create the potential for windfall gains | | ü | Robust recoupment and clawback policies | X | Enter into employment contracts | | ü | Proactive shareholder engagement | X | Re-price or backdate of equity awards | | ü | “Double trigger” change-in-control compensation arrangements | X | Provide unusual or excessive perquisites |

  132. Recoupment of Compensation for Compliance, Restatement and Other Contractual Violations

    Recoupment of Compensation for Compliance, Restatement and Other Contractual Violations We maintain robust incentive compensation recoupment or “clawback” policies and practices for use in the event of certain compliance violations, conduct relating to the restatement of our financial statements, and/or violations of certain covenants set forth in our equity awards (collectively, the “Recoupment and Clawback Policies”). Our Recoupment and Clawback Policies include clawback provisions relating to our short-term and long-term incentive programs, including related to stock options, restricted stock units, performance share units and market share units. The following table provides further examples of the operation of our Recoupment and Clawback Policies.

  133. Recoupment of Compensation for Compliance, Restatement and Other Contractual Violations

    | Recoupment in Restatement Situations | | Recoupment of Compensation for Compliance Violations | | Recoupment for Violations of LTI Award Agreements | | If an executive or other employee, | | | | | | engaged in misconduct | | engaged in misconduct or failed to appropriately supervise an employee who engaged in misconduct | | engaged in misconduct | | and the misconduct | | | | | | caused or partially caused restatement of financial results | | was a material violation of a company policy relating to the research, development, manufacturing, sales or marketing of pharmaceutical products, which resulted in a significant negative impact on our results of operations or market capitalization | | was either (i) a violation of non-competition or non-solicitation award agreement provisions or (ii) resulted in termination of employment and caused detriments to company interest | | then the Company can seek reimbursement/recoupment of: | | | | | | | Short-Term Incentive Awards | | Long-Term Incentive Awards | |

  134. Recoupment of Compensation for Compliance, Restatement and Other Contractual Violations

    (1)Under the annual incentive plan, employees who are involuntarily terminated for misconduct or other conduct deemed detrimental to the interests of the company prior to payment are not eligible to receive an annual incentive payout. In 2005, the Board adopted a policy wherein the Board will seek reimbursement of annual incentive awards paid to an executive if such executive engaged in misconduct that caused or partially caused a restatement of financial results. The clawback amount will also include reasonable interest, where applicable. (2)With respect to violations of covenants in an award agreement, recoupment may require that (i) any portion of unvested and unsettled awards will be rescinded, (ii) vested but unsettled awards will be forfeited, and (iii) an employee must return shares received from awards that were vested and settled in the 12-months before the violation. In addition to the foregoing remedies, the company also retains discretion to refrain from awarding or reduce the total value of any future annual incentive award or long-term incentive award in connection with any violation of matters set forth in the Recoupment and Clawback Policies. Our Recoupment of Compensation for Compliance Violations Policies and Procedures also provides that, if legally permissible, the company will publicly disclose whenever a decision has been made to use such policy, so long as the underlying event has already been publicly disclosed with the SEC. Additional details relating to the scope and operation of our Recoupment and Clawback Policies may be viewed on our website at www.bms.com.

  135. Forfeiture of Long-Term Equity Awards

    Forfeiture of Long-Term Equity Awards In general, in the event of retirement or a qualifying involuntary termination (upon signing a general release), employees are eligible to vest in a pro-rata portion of unvested RSUs, PSUs, and MSUs, subject to meeting applicable performance goals; acceleration of vesting may apply to all unvested RSUs and MSUs in the event of retirement. However, executives who are terminated for misconduct or other conduct deemed to be detrimental to the interests of the company or a subsidiary thereof will forfeit any outstanding awards. As noted, these provisions help to ensure that executives act in the long-term best interest of BMS and our shareholders. For further discussion on forfeiture provisions, please see the discussion under the header “Post-Termination Benefits” beginning on page 90.

  136. Equity Grant Policy

    Equity Grant Policy The Committee’s policy covering equity and equity-based grants for our Named Executive Officers is as follows:

  137. Grant Price

    Grant Price •The grant price of awards is a 10-day average closing price (i.e., an average of the closing price on the grant date plus the 9 prior trading days). For stock options that may be granted under special circumstances, the grant price will be the closing price on the date of grant. No stock options have been granted to any of the Company’s officers since 2009, with the exception of certain options granted as replacement awards in connection with the Celgene transaction.

  138. Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent

    Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent We have always maintained a consistent policy against the repricing of stock options. We believe this is a critical element in maintaining the integrity of the long-term compensation program and ensuring alignment of senior executives’ interests with the interests of shareholders. Our Board has adopted a formal policy prohibiting the repricing of stock options. This policy may be viewed on our website at www.bms.com.

  139. Policy Regarding Shareholder Approval of Severance

    Policy Regarding Shareholder Approval of Severance Our Board has approved a policy that requires shareholder approval of any future agreements that provide for cash severance payments in excess of 2.99 times the sum of an executive’s base salary plus short-term incentive award. “Cash severance payments” exclude accrued incentive payments and non-cash amounts, such as the value of equity acceleration, benefits continuation or the increase in retirement benefits triggered by severance provisions or tax gross-up payments. This policy may be viewed on our website at www.bms.com.

  140. Risk Assessment of Executive Compensation

    Risk Assessment of Executive Compensation The Committee annually reviews the compensation programs from a risk perspective. Based on that review of the compensation arrangements for our executives as detailed beginning on page 52, the Committee believes that our compensation program does not encourage executives to take excessive or inappropriate risks that could maximize short-term results at the expense of sustainable long-term value creation that may harm shareholder value. The Committee’s ongoing review of our business strategy and our extensive shareholder engagement efforts have allowed our executive compensation program to maintain close alignment with our strategic focus and the perspectives of our shareholders. Our compensation program strives to strike an appropriate balance between short-term and long-term incentives, using a variety of metrics to assess performance and payout under our incentive programs, placing caps on our incentive award payout opportunities, following equity grant practices that limit potential for timing awards and having stock ownership and retention requirements. For example, our current long-term equity incentive program (60% Performance Share Units and 40% Market Share Units) incorporates the company’s stock price into its performance measures and generally magnifies the impact of changes in our stock price as well as relative total shareholder return performance over the mid-term and longer-term. Also embedded in the Committee’s annual review is the ongoing assessment of enterprise risk, including reputational risks stemming from the dynamic external environment. In addition, we evaluate the performance of each of our executives based on a number of factors, including how they demonstrate our BMS Values in the execution of their day-to-day decisions. Those BMS Values include, among others, accountability, which helps us evaluate how well the executive manages risk. This evaluation is one input into the determination of incentive payout opportunities. Given the direct link between BMS Values and our executive compensation program’s emphasis on sustainable long-term value, we attempt to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions that could maximize short-term results at the expense of sustainable long-term value creation for our shareholders.

  141. Summary Compensation Table

    Summary Compensation Table The following tables and notes present the compensation provided to Christopher S. Boerner, Ph.D., Board Chair and Chief Executive Officer, David V. Elkins, EVP and Chief Financial Officer and the three other most highly compensated Executive Officers, as well as the Former EVP, Chief Medical Officer, Head of Development, Samit Hirawat, M.D.

  142. Fiscal Years Ended December 31, 2025, 2024, and 2023

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Christopher S. Boerner, Ph.D. Board Chair and Chief Executive Officer | 2025 | 1,586,346 | 0 | 16,061,399 | 3,754,684 | 0 | 477,490 | 21,879,919 | | | 2024 | 1,536,538 | 0 | 13,643,063 | 3,235,581 | 0 | 372,436 | 18,787,618 | | | 2023 | 1,256,921 | 0 | 5,326,178 | 1,567,098 | 0 | 311,636 | 8,461,833 | | David V. Elkins EVP and Chief Financial Officer | 2025 | 1,140,442 | 0 | 5,981,513 | 1,799,484 | 0 | 256,151 | 9,177,590 | | | 2024 | 1,115,000 | 0 | 5,778,244 | 1,564,234 | 0 | 250,093 | 8,707,571 | | | 2023 | 1,106,176 | 0 | 4,882,143 | 866,318 | 0 | 311,663 | 7,166,300 | | Cristian Massacesi(7), M.D. EVP, Chief Medical Officer, Head of Development | 2025 | 388,462 | 1,125,000 | 7,853,994 | 660,876 | 0 | 44,618 | 10,072,950 | | Adam Lenkowsky EVP, Chief Commercialization Officer | 2025 | 1,131,731 | 0 | 6,136,800 | 1,794,732 | 27,060 | 250,029 | 9,340,352 | | Greg Meyers EVP, Chief Digital and Technology Officer | 2025 | 1,072,692 | 0 | 4,209,168 | 1,669,036 | 0 | 230,277 | 7,181,173 | | Samit Hirawat(8), M.D. Former EVP, Chief Medical Officer, Head of Development | 2025 | 964,904 | 0 | 5,815,320 | 928,658 | 0 | 2,625,351 | 10,334,233 | | | 2024 | 1,115,000 | 0 | 5,617,762 | 1,564,234 | 0 | 289,018 | 8,586,014 | | | 2023 | 1,103,781 | 0 | 3,616,394 | 1,234,117 | 0 | 279,335 | 6,233,627 |

  143. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  144. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date(1) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (shares) | | | All Other Stock Awards: # of Shares of Stock of Units ($) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher S. Boerner, Ph.D. | AIP | | | 119,075 | 2,381,507 | 4,763,014 | | | | | | | | PSU | 03/10/25 | 03/03/25 | | | | 0 | 145,607 | 291,214(3) | | 9,132,471(7) | | | MSU | 03/10/25 | 03/03/25 | | | | 48,536 | 97,071 | 218,410(4) | | 6,928,928(8) | | David V. Elkins | AIP | | | 57,068 | 1,141,370 | 2,282,740 | | | | | | | | PSU | 03/10/25 | 03/03/25 | | | | 0 | 54,226 | 108,452(3) | | 3,401,055(7) | | | MSU | 03/10/25 | 03/03/25 | | | | 18,076 | 36,151 | 81,340(4) | | 2,580,458(8) | | Cristian Massacesi, M.D. | AIP | | | 20,959 | 419,178 | 838,356 | | | | | | | | RSU | 08/01/25 | 07/02/25 | | | | | | | 204,691(5) | 7,853,994(9) | | Adam Lenkowsky | AIP | | | 56,918 | 1,138,356 | 2,276,712 | | | | | | | | PSU | 03/10/25 | 03/03/25 | | | | 0 | 47,197 | 94,394(3) | | 2,960,196(7) | | | MSU | 03/10/25 | 03/03/25 | | | | 15,732 | 31,464 | 70,794(4) | | 2,245,900(8) | | | RSU | 11/03/25 | 10/23/25 | | | | | | | 22,568(6) | 930,704(10) | | Greg Meyers | AIP | | | 52,932 | 1,058,630 | 2,117,260 | | | | | | | | PSU | 03/10/25 | 03/03/25 | | | | 0 | 38,159 | 76,318(3) | | 2,393,332(7) | | | MSU | 03/10/25 | 03/03/25 | | | | 12,720 | 25,439 | 57,238(4) | | 1,815,836(8) | | Samit Hirawat, M.D.(11) | AIP | | | 55,750 | 1,115,000 | 2,230,000 | | | | | | | | PSU | 03/10/25 | 03/03/25 | | | | 0 | 52,720 | 105,440(3) | | 3,306,598(7) | | | MSU | 03/10/25 | 03/03/25 | | | | 17,573 | 35,146 | 79,079(4) | | 2,508,721(8) |

  145. Grants of Plan-Based Awards

    (1)These equity awards were granted under our 2021 Stock Award and Incentive Plan. (2)Target payouts under the 2025 annual incentive plan ("AIP") are based on a targeted percentage of annual base salary. The Committee reviews Company performance in determining the actual incentive award as reported in the Summary Compensation Table. The Company performance for 2025 was based 35% on growth portfolio revenue, 30% on non-GAAP operating income, 25% on pipeline performance, and 10% on the SSI Scorecard metric. Maximum represents the maximum individual incentive award allowable under the 2025 AIP and for the Named Executive Officers, this is 200% of his or her target. For 2025, threshold payout for financial measures was 25% of target and for pipeline and SSI Scorecard was 50% of target. The threshold column above reflects the lowest possible combined payout of 5% of target based on the threshold payout on the least weighted metric. (3)Reflects PSUs which cliff vest on the third anniversary of the grant date. Performance targets under these PSUs are based 40% on 3-year cumulative growth portfolio revenue (net of foreign exchange), 25% on 3-year cumulative non-GAAP operating income, and 35% on 3-year relative TSR CAGR versus our peer group. The threshold payout for financial measures is 50% of target and for relative TSR CAGR extends to a 0% payout. The threshold column above reflects the lowest possible combined payout of 0% of target. The maximum performance will result in a payout of 200% of target. PSUs do not accrue dividend equivalents. (4)Reflects MSUs which cliff vest on the third anniversary of the grant date. Each MSU converts into the number of shares of Common Stock determined by applying a payout factor to the target number of shares. The payout factor is the greater of the Total Return and relative TSR Floor. Total Return is a ratio of Common Stock price on the February 28 measurement date plus the nine prior trading days, inclusive of the value of accumulated dividends, divided by the average Common Stock price on the grant date (also a 10-day average). The minimum performance that must be achieved to earn a payout on the Total Return is 80% of the grant date stock price. The maximum payout factor on Total Return is 225% of target. rTSR Floor performance is based on the Company’s TSR percentile rank among peer companies. Threshold payout is 50% of target. Maximum payout is 100% of target. (5)Reflects RSUs which vest in equal annual installments on the first four anniversaries of the grant date. (6)Reflects RSUs which vest in equal annual installments on the first three anniversaries of the grant date. (7)Fair value for the portion of these PSUs related to the relative TSR CAGR measure (35% weighting) is estimated as of the date of grant on March 10, 2025 using a Monte Carlo simulation. Estimated fair value of this portion was determined to be $75.29, which represents 119.3% of the grant date closing Common Stock price of $63.11 on March 10, 2025. The assumptions used in this Monte Carlo simulation were as follows: volatility for the Company of 23.3%, the average for the peers of 22.7% and correlation co-efficient average of 27.8% based on three-year historical stock price data; assumed dividend yield of 3.93% based on the most recent annualized payment of $2.48 per share and the grant date stock price of $63.11; the Company’s starting TSR of 5.6% and the average for the peers of 2.2%, and a risk-free rate of 3.91%. Fair value for the remaining portion of these PSUs, related to Company financial measures (65% weighting), is calculated based on the grant date closing Common Stock price of $63.11 on March 10, 2025 and a probable outcome of a 100% payout, discounted for the lack of dividends. Estimated fair value of this portion was determined to be $55.96, which represents 88.7% of the grant date closing Common Stock price of $63.11. Therefore, the estimated grant date fair value for the whole PSU award equals $62.72, which represents 99.4% of the grant date closing Common Stock price of $63.11. (8)Fair value of these MSUs is estimated as of the date of grant on March 10, 2025 using a Monte Carlo simulation. Estimated fair value was determined to be $71.38, which represents 113.1% of the grant date closing Common Stock price of $63.11 on March 10, 2025. The assumptions used in the Monte Carlo simulation were as follows: volatility for the Company of 23.3%, the average for the peers of 22.7%, correlation co-efficient average of 27.8% based on three-year historical stock price data; assumed dividend yield of 3.93% based on the most recent annualized payment of $2.48 per share and the grant date stock price of $63.11; the Company’s starting TSR and starting Total Return of 5.6%, the average starting TSR for the peers of 2.2%, and risk-free rate of 3.91%. (9)The fair value of these RSUs is calculated based on the grant date closing Common Stock price of $44.23 on August 1, 2025, discounted for the lack of dividends. Estimated fair value was determined to be $38.37, which represents 86.8% of the grant date closing Common Stock price of $44.23. (10)The fair value of these RSUs is calculated based on the grant date closing Common Stock price of $46.02 on November 3, 2025, discounted for the lack of dividends. Estimated fair value was determined to be $41.24, which represents 89.6% of the grant date closing Common Stock price of $46.02. (11)Dr. Hirawat's 2025 equity awards were pro-rated upon his departure from the Company on November 1, 2025 and will vest on the third anniversary of the grant date, subject to a payout factor. His target bonus amount was pro-rated based on his departure date and paid out at target performance upon his departure.

  146. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  147. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(1)(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested(2) ($) | | Christopher S. Boerner, Ph.D. | 1/1/2023-2/28/2026 | | | 58,186(3) | 3,138,553 | | | 1/1/2024-2/28/2027 | | | 148,026(4) | 7,984,522 | | | 1/1/2025-2/28/2028 | | | 145,607(5) | 7,854,042 | | | 3/10/2022 | | | 6,618(6) | 356,975 | | | 3/10/2023 | | | 13,466(6) | 726,356 | | | 11/1/2023 | | | 5,930(6) | 319,864 | | | 3/10/2024 | | | 49,342(8) | 2,661,507 | | | 3/10/2025 | | | 48,536(8) | 2,618,005 | | David V. Elkins | 1/1/2023-2/28/2026 | | | 47,424(3) | 2,558,051 | | | 1/1/2024-2/28/2027 | | | 62,693(4) | 3,381,660 | | | 1/1/2025-2/28/2028 | | | 54,226(5) | 2,924,950 | | | 3/10/2022 | | | 7,654(6) | 412,857 | | | 3/10/2023 | | | 15,808(6) | 852,684 | | | 3/10/2024 | | | 20,898(8) | 1,127,238 | | | 3/10/2025 | | | 18,076(8) | 974,992 | | Cristian Massacesi, M.D. | 8/1/2025 | 204,691 | 11,041,033(9) | | | | Adam Lenkowsky | 1/1/2023-2/28/2026 | | | 20,243(3) | 1,091,907 | | | 1/1/2024-2/28/2027 | | | 31,347(4) | 1,690,857 | | | 1/1/2025-2/28/2028 | | | 47,197(5) | 2,545,806 | | | 3/10/2022 | | | 1,828(6) | 98,602 | | | 3/10/2023 | | | 4,001(6) | 215,814 | | | 5/1/2023 | | | 2,198(7) | 118,582 | | | 3/10/2024 | | | 10,449(8) | 563,619 | | | 3/10/2025 | | | 15,732(8) | 848,584 | | | 11/3/2025 | 22,568 | 1,217,318(10) | | |

  148. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(1)(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested(2) ($) | | Greg Meyers | 1/1/2023-2/28/2026 | | | 19,760(3) | 1,065,854 | | | 1/1/2024-2/28/2027 | | | 29,025(4) | 1,565,609 | | | 1/1/2025-2/28/2028 | | | 38,159(5) | 2,058,296 | | | 3/10/2022 | | | 2,839(6) | 153,136 | | | 3/10/2023 | | | 6,587(6) | 355,303 | | | 3/10/2024 | | | 9,675(8) | 521,870 | | | 3/10/2025 | | | 12,720(8) | 686,090 | | | 2/1/2022 | 2,543 | 137,169(9) | | | | | 11/1/2024 | 12,562 | 677,594(10) | | | | Samit Hirawat, M.D. | 1/1/2023-2/28/2026 | | | 31,055(3) | 1,675,107 | | | 1/1/2024-2/28/2027 | | | 33,540(4) | 1,809,148 | | | 1/1/2025-2/28/2028 | | | 11,411(5) | 615,509 | | | 3/10/2024 | | | 11,180(8) | 603,049 | | | 3/10/2025 | | | 3,804(8) | 205,161 |

  149. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents RSUs outstanding as of December 31, 2025. (2)Values are based on the closing Common Stock price on December 31, 2025 of $53.94. (3)Represents target number of PSUs granted under the 2023-2025 award at target payout of 100%. The award vested on March 10, 2026. (4)Represents target number of PSUs granted under the 2024-2026 award at target payout of 100%. These PSUs cliff vest on the third anniversary of the grant date, subject to a payout factor. (5)Represents target number of PSUs granted under the 2025-2027 award at target payout of 100%. These PSUs cliff vest on the third anniversary of the grant date, subject to a payout factor. (6)Represents MSUs at target payout of 100%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. (7)Represents MSUs at threshold payout of 80%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. (8)Represents MSUs at the lowest possible threshold payout of 50%. These MSUs cliff vest on the third anniversary of the grant date. (9)These RSUs vest in four equal installments on each of the first, second, third, and fourth anniversaries of the grant date. (10)These RSUs vest in three equal installments on each of the first, second, and third anniversaries of the grant date.

  150. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  151. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(2) ($) | | Christopher S. Boerner, Ph.D. | 0 | 0(3) | | | 19,971 | 1,219,133(4) | | | 25,059 | 1,581,473(5) | | David V. Elkins | 0 | 0(3) | | | 20,364 | 1,285,172(4) | | | 28,982 | 1,829,054(5) | | Cristian Massacesi, M.D. | 0 | 0(3) | | | 0 | 0(4) | | | 0 | 0(5) | | Adam Lenkowsky | 0 | 0(3) | | | 4,939 | 311,700(4) | | | 6,915 | 436,406(5) | | Greg Meyers | 8,824 | 439,276(3) | | | 5,073 | 320,157(4) | | | 10,744 | 678,054(5) | | Samit Hirawat, M.D. (6) | 0 | 0(3) | | | 13,339 | 841,824(4) | | | 18,048 | 1,139,009(5) |

  152. Option Exercises and Stock Vested

    (1)There were no stock options exercised by any of our Named Executive Officers in 2025. (2)The value realized for each RSU, MSU and PSU award was determined by multiplying the number of units that vested by the closing share price of our Common Stock on the respective vesting date. (3)Reflects RSUs that vested during 2025. (4)Reflects MSUs that vested during 2025. (5)Reflects payouts of the vested 2022-2024 PSUs based on the closing Common Stock price of $63.11 on March 10, 2025. (6)MSUs vesting in 2025 in connection with Dr. Hirawat's departure from the Company on November 1, 2025 were forfeited as the 80% threshold performance to earn any payout was not achieved.

  153. Present Value of Accumulated Pension Benefits

    Present Value of Accumulated Pension Benefits

  154. Present Value of Accumulated Pension Benefits

    | Name | Plan Name | # of Years of Credited Service(1) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | Christopher S. Boerner, Ph.D.(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | David V. Elkins(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | Cristian Massacesi, M.D.(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | Adam Lenkowsky | Benefit Equalization Plan Retirement Plan | 13 | 329,305 | 0 | | Greg Meyers(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | Samit Hirawat, M.D.(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 |

  155. Present Value of Accumulated Pension Benefits

    (1)Reflects the years of credited service through December 31, 2009 at which time we discontinued service accruals under the BEP-Retirement Plan. The company terminated the US-RIP as of February 1, 2019. (2)The present value of accumulated benefits was calculated based on the following assumptions which were used in the December 31, 2025 disclosure for the BEP-Retirement Plan: •100% lump-sum utilization •FTSE Pension Discount Curve rates as of the measurement date; and •2026 IRS Applicable Mortality under Section 417(e) of the Code. These assumptions are the same as those disclosed in conformity with generally accepted accounting principles. For active executives, payments are assumed to begin at age 60 for the BEP-Retirement Plan, the earliest age that employees are eligible for an unreduced pension, or current age if over age 60. The actual benefit received will vary based on age and interest rates at the time of retirement. (3)Dr. Boerner, Mr. Elkins, Dr. Massacesi, Mr. Meyers, and Dr. Hirawat are not participants in any of the company's defined benefit pension plans.

  156. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The BEP-Savings Plan is a non-qualified deferred compensation plan that allows employees to defer a portion of their total eligible cash compensation and to receive company matching contribution credits in excess of contributions allowed under the Savings Plan. The Savings Plan is a tax-qualified plan, as defined under Sections 401(a) and 401(k) of the Code. Employees who are eligible to participate in the Savings Plan, and whose compensation and/or total contributions exceed the IRS qualified plan limits, are eligible for the BEP—Savings Plan. The key provisions of the BEP—Savings Plan are as follows: •Employee deferrals to the BEP—Savings Plan begin, in accordance with an employee’s timely-filed election, once the employee’s total eligible compensation paid for the year exceeds the limit under Section 401(a)(17) of the Code, and/or total contributions to the Savings Plan exceed the limits under Section 415(c) of the Code. •Employees may defer no less than 2% and up to 75% of their eligible BEP compensation. •For 2025, the company matching contribution credit generally equals 100% of the employee’s contribution deferral credit on the first 6% of eligible BEP compensation that an employee elects to defer for each pay period (increasing to 7% for 2026). •An additional, discretionary company contribution may be applied to each individual account in the qualified Savings Plan annually, in an amount based on a percentage of eligible cash compensation which, for 2025, is 3%. If the full amount of the annual additional company contribution cannot be made to the qualified Savings Plan account due to application of the Section 401(a)(17) limit on contributions and/or the Section 415(c) limit on contributions, the excess amount is credited to the employee’s account under the BEP-Savings Plan. •The plan is unfunded. Benefits are paid from general assets of the Company. •Employees may allocate their contributions among various notional investment options that provide different combinations of risk and return potential, and employees can generally elect to change their investment elections each business day. •For amounts credited prior to January 2024, the employee’s full balance under the BEP—Savings Plan is paid following a separation from service, or, if eligible, an election can be made at least 12 months prior to a separation from service to defer payments until a later date that is no earlier than five (5) years following the date of separation from service. Effective for 2024 and later plan years, employees have the option each year of electing, for that year’s deferral, the form of payment of a termination distribution (lump sum payment or 2-15 year annual installments payable within 60 days after separation from service) and may also elect an optional in-service distribution of such amount (lump sum payment or 2-5 year annual installments payable at least 2 years after the deferral plan year) payable if the employee has not separated from service as of the designated in-service payment date. The BEP-Savings Plan is subject to Section 409A of the Code. Therefore, in all cases, a distribution for an executive classified as a “Specified Employee” of the Company, as defined under Section 409A of the Code, is subject to a six-month delay following the executive’s separation from service in accordance with the Section 409A regulations.

  157. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan

  158. Retirement

    Retirement The following benefits are generally available to all salaried employees including the Named Executive Officers: Annual Incentive—Under the Annual Incentive Plan, employees are eligible for a pro-rata award based on the number of days worked in the performance period. Restricted Stock Units—Employees are eligible to vest in a pro-rata portion of RSUs (in case of awards granted prior to March 2025, if such awards were held for one year from the grant date); provided that (i) for awards granted prior to March 2025, if an employee turns 65 on or prior to their retirement, then any unvested RSUs held for at least one year will vest in full prior to their retirement and (ii) for awards granted in March 2025 or later, if an employee turns 65 on or prior to their retirement, then any unvested RSUs will vest in full upon retirement. Market Share Units—Employees are eligible to vest in a pro-rata portion of MSUs, subject to performance provisions; provided that if an employee turns 65 on or prior to their retirement, then any unvested MSUs will vest in full upon their retirement, subject to performance provisions. Performance Share Units—Employees are eligible to vest in a pro-rata portion of unvested PSUs, subject to performance provisions. Defined Benefit Pension Excess Benefit Plan (U.S. BEP-RIP)—Accruals are no longer provided under the U.S. BEP-RIP. However, employees may be eligible for benefits previously accrued under that Plan. Savings Plans—Employees are eligible for benefits accumulated under our Savings Plan and, if applicable, the BEP—Savings Plan (as well as a pro-rata annual contribution (if applicable) on eligible compensation paid in the year of separation from service or death). Post-Retirement Medical—Employees age 55 or older with 10 years of service or age 65 or over at the time of retirement are eligible for post-retirement medical benefits provided that they were employed by a company participating in the Bristol-Myers Squibb Company Consolidated Health & Welfare Plan at the time that their employment ended. Employees retiring with less than 10 years of service are not eligible to receive a company subsidy for their post-retirement medical coverage. Employees retiring before 2026 who met these requirements were also eligible for retiree life insurance.

  159. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance The following table sets forth information concerning the compensation actually paid to our CEO and other Named Executive Officers compared to Company performance for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. The Named Executive Officers, including the CEO, represent the following individuals for years 2021 and 2022: Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. For 2023, it reflects the following individuals: Dr. Giovanni Caforio (former CEO), Dr. Chris Boerner (current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung, and Ms. Elizabeth Mily. For 2024, it reflects the following individuals: Dr. Chris Boerner (CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung, and Ms. Karin Shanahan. For 2025, it reflects the following individuals: Dr. Chris Boerner (CEO), Mr. David Elkins, Dr. Cristian Massacesi, Mr. Adam Lenkowsky. Mr. Greg Meyers, and Dr. Samit Hirawat.

  160. Tabular Disclosure of Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for Former CEO ($) | Summary Compensation Table Total for Current CEO ($) | Compensation Actually Paid to Former CEO(4) ($) | Compensation Actually Paid to Current CEO(4) ($) | Average Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (in Millions) (GAAP)(6) ($) | Total Revenues (in Millions)(7) ($) | | 2025(1) | | 21,879,919 | | 16,862,134 | 9,221,260 | 7,316,487 | 105 | 198 | 7,054 | 48,194 | | 2024(2) | | 18,787,618 | | 21,204,985 | 7,717,989 | 8,945,524 | 105 | 154 | (8,948) | 48,300 | | 2023(3) | 19,661,434 | 8,461,833 | (6,907,611) | 382,568 | 5,917,907 | (525,203) | 91 | 142 | 8,025 | 45,006 | | 2022(4) | 20,053,032 | | 35,057,807 | | 6,996,472 | 10,872,377 | 123 | 139 | 6,327 | 46,159 | | 2021(4) | 19,784,806 | | 16,505,622 | | 7,140,446 | 6,780,078 | 103 | 126 | 6,994 | 46,385 |

  161. Tabular Disclosure of Pay Versus Performance

    (1)The NEOs for 2025 are Dr. Chris Boerner (CEO), Mr. David Elkins, Dr. Cristian Massacesi, Mr. Adam Lenkowsky, Mr. Greg Meyers, and Dr. Samit Hirawat. (2)The NEOs for 2024 are Dr. Chris Boerner, Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung and Ms. Karin Shanahan. (3)The NEOs for 2023 are Dr. Giovanni Caforio (Former CEO), Dr. Chris Boerner (Current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung and Ms. Elizabeth Mily. (4)The NEOs for years 2021-2022 are Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. (5)CAP reflects the total compensation reported in the 2025 SCT for the years ended December 31, 2025, 2024, 2023 and 2023 SCT for the years ended 2022 and 2021, in each case, adjusted to include or exclude the amounts shown in the tables below for the NEOs. To calculate CAP, the following amounts were deducted from and added to SCT total compensation, computed in accordance with Item 402(v) of Regulation S-K:

  162. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As described in more detail in the CD&A, a substantial portion of the Company’s executive compensation program is variable and at risk based on operational, financial, strategic and share price performance. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the table above. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.