Robert M. Plenge - 03 Jul 2023 Form 3 Insider Report for BRISTOL MYERS SQUIBB CO (BMY)

Footnote F1

Shares held in a family trust, where reporting person is a beneficiary.

Footnote F2

All of the shares are currently exercisable. Pursuant to the Company's acquisition of Celgene Corporation, effective November 19, 2019, the stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

Footnote F3

These restricted stock units will vest on December 2, 2023.

Footnote F4

Each restricted stock unit converts into one share of common stock upon vesting.

Footnote F5

These market share units will vest on March 10, 2024.

Footnote F6

Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.

Footnote F7

One-half of these market share units will vest on each of March 10, 2024 and March 10, 2025.

Footnote F8

One-third of these market share units will vest on each of March 10, 2024, March 10, 2025, and March 10, 2026.

Footnote F9

Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%.

Footnote F10

Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 10, 2024.

Footnote F11

Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2024, subject to a Total Shareholder Return.

Footnote F12

Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2025, subject to a Total Shareholder Return.

Footnote F13

Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026, subject to a Total Shareholder Return.