Samit Hirawat - 10 Mar 2025 Form 4 Insider Report for BRISTOL MYERS SQUIBB CO (BMY)

Footnote F1

Represents vesting of one-quarter of market share units granted on March 10, 2021.

Footnote F2

Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.

Footnote F3

Shares withheld for payment of taxes upon vesting of awards.

Footnote F4

Represents vesting of one-quarter of market share units granted on March 10, 2022.

Footnote F5

Represents vesting of one-quarter of market share units granted on March 10, 2023.

Footnote F6

Amount represents distribution of performance shares earned under the 2022-2024 Long-Term Performance Award.

Footnote F7

Adjustment to award based on the performance factor applied in accordance with the terms of the award and certification of performance results by the Board.

Footnote F8

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 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

Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout.

Footnote F11

These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.

Footnote F12

Each performance share converted into one share of common stock upon distribution in the first quarter of 2025 in accordance with the terms of the award and certification of performance results by the Board.

Footnote F13

Each performance share converts into one share of common stock upon distribution in the first quarter of 2028, subject to certification of performance results by the Board.