Bristol Myers Squibb (BMY) 10-K risk factor changes: FY2025 vs FY2024

Our future revenues and profit margins could be negatively affected, including as a result of (i) changes in [removed: laws] [added: laws, agreements] and regulations relating to the pricing and reimbursement of pharmaceutical products (including potential penalties for increasing prices over the rate of inflation and government negotiations/price controls that may change the determination of the "best price" and establish a maximum allowed price/reimbursement rate), as well as other changes relating to federal healthcare programs, such as modifying the federal Anti-Kickback statute discount safe [removed: harbor] [added: harbor, OBBBA] and the IRA, which includes a number of provisions intended to lower the costs of some drugs covered under Medicare Part D and Medicare Part B and to limit Medicare beneficiaries’ out-of-pocket spending under the Medicare Part D benefit, (ii) [added: expanded utilization and pharmaceutical company restrictions under the 340B Drug Pricing Program ("340B program"), (iii)] cost-cutting measures by federal healthcare programs, such as Medicare and Medicaid, MCOs and other institutional and governmental purchasers, [removed: (iii)] [added: (iv)] the grant of additional authority to governmental agencies to manage drug utilization and negotiate drug prices (including the implementation of the 2020 regulation issued by the U.S. federal government authorizing states and private parties to develop and implement programs to import certain prescription drugs from Canada and sell them in the U.S., and the American Rescue Plan Act of 2021, which eliminated the Medicaid Prescription Drug Rebate cap as of January 1, 2024), [removed: (iv) expanded utilization and pharmaceutical company restrictions under the 340B Drug Pricing Program ("340B program"),] (v) competition related to placements on applicable commercial and Medicare Part D formularies; (vi) changes to U.S. federal pharmaceutical coverage and reimbursement policies and practices, (vii) the increased purchasing power of entities that negotiate on behalf of Medicare, Medicaid and private sector beneficiaries, (viii) the increased scrutiny of drug manufacturers (including any additional review of [removed: BMS or Celgene] [added: the Company] by the [removed: House Oversight and Reform Committee),] [added: United States Congress),] (ix) reimbursement delays, (x) government price erosion mechanisms across Europe, Japan and in other countries resulting in deflation for pharmaceutical product pricing, (xi) collection delays or failures to pay in government-funded public hospitals outside the U.S., (xii) developments in technology and/or industry practices that could impact the reimbursement policies and practices of third-party payers, and (xiii) inhibited market access due to real or perceived differences in value propositions for our products compared to competing products.*

*In particular, the IRA [added: has and] will [added: continue to] have the effect of reducing prices and reimbursements for certain of our products, which could significantly impact our business.

Generally, these government prices apply nine years (for small molecule drugs) or 13 years (for [removed: biological products)] [added: biologics)] following FDA approval and will be capped at a statutory ceiling price that is likely to represent a significant discount from average prices to wholesalers and direct purchasers.

In January [removed: 2025,] [added: 2026,] the HHS selected [removed: Pomalyst] [added: Orencia] as a medicine subject to "negotiation" for government-set prices beginning in [removed: 2027.][added: 2028.]

It is possible that more of our products could be selected in future [removed: years,] [added: years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of] which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.

[removed: *Additionally,] [added: Additionally,] manufacturers who are found to have knowingly and intentionally overcharged 340B program covered entities could be subject to significant monetary penalties.

[removed: Over the course of] [added: In] the [removed: past few years,] [added: past,] Celgene had received inquiries from the Health Resources and Services Administration regarding the limited distribution networks for Revlimid, Pomalyst, and Thalomid and compliance with the 340B program.

Significant changes to our sales or pricing practices [removed: with* *regard] [added: with regard] to the distribution of drugs under the 340B program, [added: an inability to procure data sufficient to identify duplicate claims associated with the increasing volume of 340B program utilization] or any material changes in our U.S. payer channel mix, [added: including the commercialization of future products that may be highly utilized within the 340B program,] could have [removed: an] [added: additional] adverse [removed: effect] [added: effects] on our revenues and profitability.

Compounds or products may appear promising in development but fail to reach market within the expected [removed: or optimal] timeframe, or at all.

Furthermore, products or indications approved under the U.S. FDA’s Accelerated Approval Program may be contingent upon verification and description of clinical benefit in confirmatory studies and such studies may not be [removed: successful.*][added: successful.]

Certain of our future key products may be required to be distributed in the U.S. [removed: through*][added: through a REMS program, as described in "Item 1.]

In addition, if certain acquired pipeline programs are canceled or we believe their commercial prospects have been reduced, we may recognize material non-cash impairment charges for those [removed: programs.][added: programs as we have done in the past.]

If the development of any of our key late-stage product candidates is delayed or discontinued or a clinical study does not meet one or more of its primary endpoints, our stock price could decline significantly and there may be an adverse impact on our business, financial condition or results of [removed: operations.*][added: operations.]

Absent relevant patent protection for a product, once the [removed: data] [added: regulatory] exclusivity period expires, generic or alternative versions can be approved and marketed.*

Although we are confident in the strength of our intellectual property rights, it may be possible for generic drug companies to [removed: successfully] challenge our rights and launch their generic versions of our drugs [added: "at risk"] prior to the expiration of our intellectual property rights.

For example, following certain adverse judicial decisions in the [removed: UK, Finland] [added: UK] and [removed: Slovakia,] [added: Finland,] generic manufacturers have begun marketing generic versions of Eliquis in these countries, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which may lead to additional infringement and invalidity [added: patent] actions [removed: involving Eliquis patents being filed] in [removed: various countries in] Europe.

Similarly, in the U.S., following patent settlements, certain companies have begun marketing generic lenalidomide pursuant to [removed: volume-limited licenses.][added: licenses, which as of January 31, 2026, are no longer volume-limited.*]

Lower-priced generics or biosimilars for BMS [removed: biologic products] [added: biologics] or competing biologics could negatively impact our volumes and prices.*

*In addition, both the U.S. Congress and the FDA have taken steps to promote the development and approval of generic drugs and biosimilar biologics, including by providing generic and biosimilar developers a private right of action to obtain sufficient quantities of drug samples from the reference product’s manufacturer in order to conduct testing necessary to obtain approval for generic or biosimilar [removed: products.*][added: products.]

*There is no assurance that a particular product will enjoy market exclusivity for the full time period that appears in the estimates disclosed in this [removed: 2024] [added: 2025] Form 10-K or that we assume when we provide our financial guidance.*

*The future growth of BMS is dependent on the market access, uptake and expansion for marketed brands, new product introductions, new indications, [removed: product extensions] [added: new formulations] and co-promotional activities with alliance partners.

[removed: We cannot predict with accuracy the timing or impact of the introduction] [added: *introduction] of competitive products that treat diseases and conditions like those treated by our products and product candidates.

Some of the difficulties, delays and disruptions include: (i) product seizures or recalls or forced closings of manufacturing plants; (ii) our failure, or the failure of any of our vendors or suppliers, to comply with cGMP and other applicable regulations or quality assurance guidelines that could lead to manufacturing shutdowns, product shortages or delays in product manufacturing; (iii) manufacturing, quality assurance/quality control, supply problems or governmental approval delays; (iv) [added: geopolitical factors in a specific country or region, including any new, or changes in or interpretations of existing, trade regulations, including for example, any new tariffs imposed in] the [added: jurisdictions in which we operate, or compliance requirements of other legislation; (v) the] failure of a supplier, including sole source or single source suppliers, to provide us with the necessary raw materials, supplies or finished goods within a reasonable timeframe and with required quality; [removed: (v)] [added: (vi)] the failure of a third-party manufacturer to supply us with bulk active or finished product on time; [removed: (vi)] [added: (vii)] construction or regulatory approval delays for new facilities or the expansion of existing facilities, including those intended to support future demand for our biologics products; [removed: (vii)] [added: (viii)] the failure to meet new and emerging regulations requiring products to be tracked throughout the distribution channels using unique identifiers to verify their authenticity in the supply chain; [removed: (viii)] [added: (ix)] other manufacturing or distribution issues, including limits to manufacturing capacity and changes in the types of products produced, such as biologics, physical limitations, labor disputes or shortages, or other business interruptions; [removed: (ix) geopolitical factors in a specific country or region, including any new, or changes in or interpretations of existing, trade regulations, including for example, any new tariffs imposed in the jurisdictions in which we operate, or compliance requirements of other legislation;] and (x) disruptions in supply chain continuity, including from market forces, natural disasters, global disease outbreaks or [removed: pandemics (including COVID-19),] [added: pandemics,] acts of war or terrorism or other unforeseeable or unavoidable events that materially impact one or more of our facilities or a critical supplier.*

*In addition, manufacturing processes for novel cell-based therapies, such as CAR-T cell therapies, [added: and radiopharmaceutical therapeutics in development] are still evolving, and our processes may be more complicated or more expensive than the approaches taken by our current and future competitors.

Logistical and shipment delays and other factors not in our control could prevent or delay the delivery of our product candidates and marketed products to [removed: patients.][added: patients, including for our radiopharmaceutical therapeutics, which have time-limited stability once manufactured.]

These laws and regulations control and regulate key aspects of our business, including, but not limited to: (i) market access, pricing controls and discounting; (ii) tax liabilities, returns and payments; (iii) imports and other trade restrictions; (iv) intellectual property protection and enforcement; (v) good practice guidelines and regulations; (vi) accounting standards; (vii) cybersecurity and data protection, storage and privacy, particularly in the EU and the U.S.; (viii) [added: artificial intelligence, machine learning, automated decision-making, data governance, and related technologies; (ix)] requirements for reporting payments and other value transfers to healthcare professionals (such as those provided under the Federal Anti-Kickback Statute); and [removed: (ix)] [added: (x)] compliance with anti-bribery and anti-corruption practices of the U.S. and other countries.*

If promulgated, such legislation could have resultant implications, costs or consequences for our business and how [removed: we*][added: we interact with these entities.]

[removed: *protection,] [added: Regulators are imposing new cybersecurity and data protection,] storage and privacy requirements, including new and greater monetary fines or penalties for privacy violations, and jurisdictions where we operate have passed, or continue to propose, data privacy legislation and or regulations.

*There is an increased focus by foreign, federal, state, and local regulatory and legislative [removed: bodies] [added: bodies,] investors and other stakeholders regarding environmental [added: sustainability and social impact] policies relating to climate change, regulating greenhouse gas emissions, carbon taxes, emissions trading schemes, sustainability, human rights, inclusion and [removed: diversity] [added: other policy] matters, and disclosure regarding the foregoing, many of which may be ambiguous, inconsistent, dynamic or conflicting.

If we do not meet, are perceived not to meet, or if stakeholders disagree with, our environmental, social and governance aspirational goals, targets or objectives, we risk negative stakeholder reaction, including from proxy advisory services, as well as damage to [removed: our brand and reputation, reduced demand for our products, inability to attract and retain employee talent or other negative impacts on our business and operations.*][added: our*]

[removed: *over longer periods of time and studies that identify biomarkers (objective characteristics that can indicate a particular response to a product or therapy) that are conducted] [added: Data generated] after [removed: obtaining marketing] [added: initial] approval [removed: for our products,] and regulatory changes to standards regarding safety, efficacy or [removed: labeling,] [added: labeling] may result in product label changes or other measures that could reduce the [removed: product's] [added: product’s] market acceptance and result in declining revenues.

*Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing [removed: standards.][added: standards and often do not contain the correct ingredients.]

The internet exposes patients to greater risk as it is a preferred vehicle for dangerous counterfeit offers and scams because of the anonymity it affords [removed: counterfeiters.*][added: illegal traders and counterfeiters, and its use can result in the circumvention of controls designed to protect patients.*]

*Thefts of inventory at warehouses, plants or while in-transit, which are then not properly stored and are later sold through unauthorized [removed: channels,] [added: channels that do not adhere to customary supply chain standards,] could adversely impact patient safety, our reputation and our business.

The inappropriate and/or unauthorized use of social media could cause brand damage or information leakage and may give rise to liability, including from the improper [added: promotion of a product or the improper] collection and/or dissemination of personally identifiable information from employees, patients, healthcare professionals or other stakeholders.

Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through social media [added: and other messaging] channels could lead to loss of trade secrets or other intellectual property, as well as the Company’s commercially sensitive information.*

*As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and [removed: due*][added: due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.]

A significant breakdown, invasion, corruption, destruction or interruption of critical information technology [removed: systems or leak] [added: systems, including artificial intelligence programs that we utilize,] or [added: leak,] theft [added: or misuse] of proprietary, confidential or personal information could negatively impact operations.

We expect that Eliquis, Opdivo, [removed: Orencia] [added: Opdivo Qvantig, Orencia, Reblozyl] and Yervoy will represent a significant percentage of our revenue, earnings and cash flows during the next few years.

Royalties have continued to represent a significant percentage of our pretax income, including royalties related to [removed: the divestiture of our diabetes business (including the transfer of certain future royalty rights pertaining to Amylin, Onglyza* and Farxiga* product sales),] out-licensed intellectual property and the Merck patent infringement settlement.

In November 2025, the HHS announced the "maximum fair price" for a 30-day supply of Pomalyst, which applies to the U.S. Medicare channel effective January 1, 2027.

The effectuation of a "maximum fair price" pursuant to the IRA is a technically complex process that relies on newly developed systems that may experience*

*unforeseen disruptions.

We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.*

*In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide Eliquis for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of Eliquis API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to Sotyktu, Zeposia, Reyataz, Baraclude and Orencia for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production.

In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the United States, however, such exemptions may be terminated or may not be extended.

We remain subject to any current or future pricing mandates implemented outside of the United States, and it is possible that current or future pricing regulations may result in a material impact on our business and results of operations.

This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.*

*In July 2025, the OBBBA was enacted which, among other things, aims to achieve efficiencies in U.S. federal government healthcare spending over the next decade, primarily within Medicaid.

We are continuing to assess the full scope of this legislation and its potential commercial implications, and it is possible that these changes may impact our cash flows and results of operations.*

*We participate in the 340B program, under which we must offer covered outpatient drugs to statutorily defined covered entities at no more than the 340B program “ceiling price”.

The expanded utilization of the 340B program in recent years has negatively affected our revenues and profit margins.

Business—Products, Intellectual Property and Product Exclusivity".*

Business—Marketing, Distribution and Customers".

As a result, we may experience difficulties in forecasting our future performance and effectively communicating our strategy to investors.*

Additionally, in October 2025, the FDA issued new draft guidance to streamline the process of, and accelerate the timeline for, biosimilar development, including by minimizing the requirement for comparative clinical efficacy studies.*

We cannot predict with accuracy the timing or impact of the*

*The U.S. and other countries have recently imposed, and may continue to impose, new tariffs.

While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs.

In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029.

We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that such tariffs, or future tariffs, may result in a material impact on our business and results of operations.*

For our radiopharmaceutical therapeutics, we utilize third-party suppliers that may still be developing appropriate processes, controls, technologies and facilities, particularly for large-scale production.

For additional information, refer to “Item 1.

*brand and reputation, reduced demand for our products, inability to attract and retain employee talent or other negative impacts on our business and operations.*

These include additional clinical trials, such as head-to-head studies against alternative or emerging standard of care, studies that generate data in specific populations or identify biomarkers (objective characteristics that can indicate a particular response to a product or therapy) as well as real-world data analyses and post-approval safety surveillance following the use of our products over longer periods of time.

Additionally malfunctions or outages of these systems, certain of which are managed, hosted or provided by third parties, may result in operational disruptions, data loss, or inaccurate content.

Under these arrangements, nonperformance by us could result in obligations being*

*We might also incur asset impairment charges related to acquisitions or divestitures that reduce our earnings.

A prolonged clinical trial delay could potentially have a significant negative effect on our business, particularly if new*

In addition, stockholders who do bring a claim in the Court of Chancery in the State of Delaware could*

The full impact of the IRA on our business and the pharmaceutical industry, including the implications to us of our or a competitor's product being selected for price setting, remains uncertain.*

*a REMS program.

The licenses will no longer be volume-limited beginning on January 31, 2026.*

*In addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture.

We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes.

If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations*.

*interact with these entities.

Regulators are imposing new cybersecurity and data*

Additional clinical trials, head-to-head studies, real-world data analyses, adverse events reports following the use of our products*

*to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.

In addition, our royalties from our divested diabetes business, specifically Amylin, Farxiga and Onglyza, terminate on December 31, 2025.*

*stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.*

*markets could impact our growth strategy.

The IRA imposes a non-deductible 1% excise tax on our net repurchases of shares after December 31, 2022.

The imposition of the excise tax on repurchases of our shares may increase the cost to us of making repurchases and may cause our Board to reduce the number of shares repurchased pursuant to our share repurchase program.*

*provision of the General Corporation Law of the State of Delaware, our amended and restated certificate of incorporation or our amended bylaws or (iv) action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court of the State of Delaware.

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this [removed: 2024] [added: 2025] Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.

The comparison of [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] results has been omitted from this Form 10-K and is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February [removed: 13, 2024.][added: 12, 2025.]

Refer to the Summary of Abbreviated Terms at the end of this [removed: 2024] [added: 2025] Form 10-K for definitions of capitalized terms used throughout the document.

Acquisitions, Divestitures, Licensing and Other Arrangements” for [removed: additional] [added: more] information.

| Dollars in millions, except per share data | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Total Revenues | | | $ | [removed: 48,300] [added: 48,194] | | | | | $ | [removed: 45,006] [added: 48,300] | | | | | | | |

| Diluted [removed: (Loss)/Earnings] [added: Earnings/(Loss)] Per Share | | | | | | | | | | | | | | | | | |

| GAAP | | | $ | [removed: (4.41)] [added: 3.46] | | | | | $ | [removed: 3.86] [added: (4.41)] | | | | | | | |

| Non-GAAP | | | [removed: 1.15] [added: 6.15] | | | | | | [removed: 7.51] [added: 1.15] | | | | | | | | |

[removed: Revenues] [added: - International revenues] increased [removed: by 7%,] [added: 5% in 2025] primarily [removed: driven by] [added: due to higher demand across] the Growth Portfolio and [added: for] *Eliquis*, partially offset by generic erosion [removed: in] [added: within] the [added: remainder of the] Legacy Portfolio.

We expect continued generic erosion within our Legacy Portfolio in [removed: 2025] [added: 2026] primarily due to [removed: *Revlimid*, *Sprycel*] [added: *Revlimid*] and [removed: for] *Pomalyst* [removed: outside] [added: in] the U.S.

After adjusting for specified items, the [removed: $6.36 decrease] [added: $5.00 increase] in non-GAAP EPS was primarily due to the aforementioned [added: lower] Acquired IPRD charges and [removed: higher interest expense partially offset by higher revenues.][added: cost savings from our ongoing strategic productivity initiative.]

These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which [removed: can] [added: have] negatively [added: impacted, and may continue to negatively] impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility.

In January [removed: 2025,] [added: 2026,] the HHS selected [removed: *Pomalyst*] [added: *Orencia*] as a medicine subject to "negotiation" for government-set prices beginning in [removed: 2027.][added: 2028.]

It is possible that more of our products could be selected in future [removed: years,] [added: years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of] which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.

Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins”, “—We could lose market exclusivity of a product earlier than [removed: expected”] [added: expected”, “—We could experience difficulties, delays] and [added: disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products” and] “—Changes to tax regulations could negatively impact our [removed: earnings.”][added: earnings”.]

Significant Product [added: and Pipeline] Approvals

| Augtyro | | | [removed: January] [added: February] 2025 | | | EC approval for *Augtyro* as a treatment for adult patients with ROS1-positive [removed: NSCL] [added: NSCLC] and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors. | | |

[removed: | Opdivo Qvantig] [added: *Opdivo Qvantig*] (nivolumab and [removed: hyaluronidase-nvhy) | | | December 2024 | | | FDA approval for *Opdivo* *Qvantig* injection for subcutaneous use,] [added: hyaluronidase-nvhy) —] a [removed: combination product of nivolumab co-formulated with recombinant human hyaluronidase, in] [added: subcutaneously administered PD-1 inhibitor indicated for] most previously approved adult, solid tumor *Opdivo* indications as monotherapy, monotherapy maintenance following completion of *Opdivo* plus *Yervoy* combination therapy, or in combination with chemotherapy or cabozantinib. [removed: | | |]

| [removed: Opdivo] [added: Opdivo + Yervoy] | | | [removed: December 2024] [added: June 2025] | | | Japan’s Ministry of [removed: Health,] [added: Health] Labour and Welfare approval of *Opdivo* [added: + *Yervoy*] for the treatment of [removed: radically] unresectable [removed: urothelial carcinoma.] [added: HCC.] | | |

| [removed: Opdivo+Yervoy] [added: Opdivo + Yervoy] | | | [removed: December 2024] [added: April 2025] | | | [removed: EC] [added: FDA] approval of [removed: *Opdivo* plus *Yervoy* for the] [added: *Opdivo + Yervoy* as a] first-line treatment of adult [added: and pediatric] patients with [added: unresectable or metastatic] microsatellite instability-high or mismatch repair deficient [removed: unresectable or metastatic colorectal cancer.] [added: CRC.] | | |

| Augtyro | | | [removed: September 2024] [added: November 2025] | | | [removed: Japan's] [added: Japan’s] Ministry of [removed: Health,] [added: Health] Labour and Welfare approval of *Augtyro* for the treatment of [removed: patients with ROS1] [added: NTRK] fusion-positive, [removed: unresectable] advanced or recurrent [removed: NSCLC.] [added: solid tumors.] | | |

| Breyanzi | | | [removed: August 2024] [added: March 2025] | | | [removed: Japan's Ministry of Health, Labour and Welfare] [added: EC] approval of *Breyanzi* for the treatment of [added: adult patients with] relapsed or refractory FL after [removed: one prior line of systemic therapy in patients with high-risk FL and after] two or more lines of systemic therapy. | | |

| [removed: Opdivo] [added: Opdivo + Yervoy] | | | [removed: May 2024] [added: March 2025] | | | EC approval of *Opdivo* [removed: in combination with cisplatin and gemcitabine] [added: + *Yervoy*] for the first-line treatment of adult patients with unresectable or [removed: metastatic urothelial carcinoma.] [added: advanced HCC.] | | |

| Breyanzi | | | [removed: May 2024] [added: November 2025] | | | [removed: FDA] [added: EC] approval of *Breyanzi* for the treatment of adult patients with relapsed or refractory MCL [removed: who have received] [added: after] at least two [removed: prior] lines of systemic [removed: therapy,] [added: therapy] including a [removed: Bruton] [added: Bruton's] tyrosine kinase inhibitor. | | |

| Breyanzi | | | [removed: May 2024] [added: December 2025] | | | FDA [removed: accelerated] approval of *Breyanzi* for the treatment of adult patients with relapsed or refractory [removed: FL] [added: MZL] who have received at least two prior lines of systemic therapy. | | |

[removed: | Abecma | | | April 2024 | | | FDA approval of] *Abecma* [added: (idecabtagene vicleucel) — is a BCMA genetically modified autologous CAR-T cell therapy indicated] for the treatment of adult patients with relapsed or refractory multiple myeloma after two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an [removed: anti-CD38] [added: anti-cyclic ADP ribose hydrolase] monoclonal antibody. [removed: | | |]

[removed: | Breyanzi | | | March 2024 | | | FDA accelerated approval of] *Breyanzi* [added: (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous CAR-T cell therapy indicated] for the treatment of adult patients with relapsed or refractory [added: LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory] CLL or [removed: SLL] [added: SLL; relapsed or refractory MCL in patients] who have received at least two prior lines of [added: systemic] therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 [removed: inhibitor. | | |][added: inhibitor; and relapsed or refractory MZL after at least two prior lines of systemic therapy.]

| [removed: Opdivo] [added: Opdivo + Yervoy] | | | [removed: March 2024] [added: April 2025] | | | FDA approval of [removed: *Opdivo*, in combination with cisplatin and gemcitabine, for the] [added: *Opdivo* + *Yervoy* as a] first-line treatment of adult patients with unresectable or metastatic [removed: urothelial carcinoma.] [added: HCC.] | | |

| [removed: Reblozyl] [added: Inrebic] | | | [removed: January 2024] [added: June 2025] | | | [removed: Japan's] [added: Japan’s] Ministry of [removed: Health,] [added: Health] Labour and Welfare approval of [removed: *Reblozyl*] [added: *Inrebic*] for the treatment of [removed: anemia associated with myelodysplastic syndrome.] [added: myelofibrosis.] | | |

Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in [removed: 2024] [added: 2025] and in early [removed: 2025.][added: 2026.]

Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence throughout the organization and strategically allocate capital for long-term growth and [added: shareholder] returns.

In hematology, we see significant potential with our targeted protein degradation platform, which includes potentially first-in-class CELMoDs currently under investigation for multiple myeloma with iberdomide and mezigdomide and lymphoma with [removed: golcadomide.][added: golcadomide as well as a potentially first-in-class BCL6 LDD with BMS-986458.]

In cell therapy, we are building on our expertise and leadership, developing next generation CAR-T treatments with first-in-class [removed: potential.][added: potential, including *in vivo* CAR-T cell therapies.]

We are investigating arlo-cel in pivotal studies targeting multiple myeloma and advancing development for [removed: CD19-targeted NEX-T,] [added: zola-cel (CD19-targeted NEX-T),] an [removed: optimized] asset aimed at resetting the immune system, in autoimmune diseases.

We are exploring [removed: CD19-targeted NEX-T's] [added: zola-cel's] potential in multiple disease areas, including [removed: systemic lupus erythematosus, MS,] [added: SLE, SSc] and other indications.

In cardiovascular diseases, the LIBREXIA clinical program, in partnership with Johnson & Johnson, includes [removed: three Phase III] registrational trials [removed: for milvexian] in atrial [removed: fibrillation,] [added: fibrillation and] secondary stroke prevention [removed: and acute coronary syndrome.][added: for milvexian.]

[removed: Registrational] [added: Finally, in immunology and neuroscience, respectively, registrational] studies are ongoing [added: for *Sotyktu* in systemic lupus erythematosus and Sjögren's disease and are ongoing] or planned for *Cobenfy* in [removed: Adjunctive Schizophrenia,] Alzheimer's Disease Psychosis, Alzheimer's Disease Agitation, Alzheimer's Disease Cognition, Bipolar I Disorder and Autism spectrum disorder irritability.

[removed: Through our Environmental, Social and Governance (ESG) strategy,] [added: Accordingly,] we seek to mobilize our capabilities and resources to positively impact the communities where we live, work, and serve around the world.

Certain amounts in this 2025 Form 10-K may not sum due to rounding.

Percentages have been calculated using unrounded amounts.

In 2025, we have achieved multiple regulatory approvals across our portfolio, including the: (i) approval of *Breyanzi* for adults with relapsed or refractory FL and MCL in the EU, (ii) approval of *Camzyos* for the treatment of symptomatic obstructive HCM in Japan, (iii) approval of *Opdivo* + *Yervoy* as a first-line treatment of adult patients with unresectable or advanced HCC in both the U.S. and the EU, (iv) approval of *Opdivo* + *Yervoy* for first-line treatment of adults and pediatric patients 12 years and older with unresectable or metastatic MSI-High or dMMR colorectal cancer in the U.S. and Japan, (v) approval of *Opdivo* as a perioperative regimen for resectable high risk NSCLC in the EU, (vi) approval of *Opdivo Qvantig* for use across multiple adult solid tumors in the EU, and (vii) approval of *Breyanzi* for the treatment of adults with relapsed or refractory MZL in the U.S. Additionally, we received label updates from the FDA that have reduced or removed certain patient monitoring requirements associated with the use of *Camzyos*, *Breyanzi* and *Abecma*.

We continue to pursue activities to advance and expand our pipeline through our internal research and development efforts as well as through business development activities.

In 2025, the Company (i) acquired Orbital Therapeutics, which provided the Company with full rights to OTX-201, a preclinical *in vivo* CAR T-cell therapy currently in IND-enabling studies for autoimmune disease, (ii) entered into a strategic collaboration with BioNTech to co-develop and co-commercialize BioNTech's investigational bispecific antibody pumitamig (BNT327/BMS986545) across multiple solid tumor types, (iii) acquired a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer, and (iv) expanded our development and manufacturing capabilities by opening a new radiopharmaceutical facility in Indianapolis, Indiana, which will support RPTs acquired in connection with the RayzeBio acquisition.

For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to "Item 8.

Alliances" and "Item 8.

As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions.

We continue to expect to realize approximately $2.0 billion in cost savings by the end of 2027 in connection with the 2025 expansion of our ongoing strategic productivity initiative.

Demand increased across the Growth Portfolio and for *Eliquis*, which was offset by the impact of generics across the remainder of the Legacy Portfolio.

Additionally, revenues were impacted by higher U.S. government channel rebates in 2025.

The $7.87 change in GAAP EPS in 2025 was primarily due to lower Acquired IPRD charges, the impact of certain specified items, including lower amortization of acquired intangible assets and lower intangible asset impairment charges, and cost savings from our ongoing strategic productivity initiative in 2025.

In November 2025, the HHS announced the "maximum fair price" for a 30-day supply of *Pomalyst*, which applies to the U.S. Medicare channel effective January 1, 2027.

In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide *Eliquis* for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of *Eliquis* API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to *Sotyktu*, *Zeposia*, *Reyataz*, *Baraclude* and *Orencia* for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production.

This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.

Further, the U.S. and other countries have recently imposed, and may continue to impose, new tariffs.

While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs.

In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the U.S., however, such exemptions may be terminated or may not be extended.

In addition, we remain subject to any current or future pricing mandates implemented outside of the U.S. It is possible that such regulations may result in a material impact on our business and results of operations.

| Opdivo + Yervoy | | | August 2025 | | | Japan’s Ministry of Health Labour and Welfare approval of *Opdivo* + *Yervoy* for the treatment of unresectable advanced or recurrent microsatellite instability-high colorectal cancer. | | |

| Opdivo Qvantig | | | May 2025 | | | EC approval of *Opdivo Qvantig* for use across multiple adult solid tumors as monotherapy, monotherapy maintenance following completion of intravenous *Opdivo* plus *Yervoy* combination therapy, or in combination with chemotherapy or cabozantinib. | | |

| Opdivo | | | May 2025 | | | EC approval for perioperative regimen of neoadjuvant *Opdivo* and chemotherapy followed by surgery and adjuvant *Opdivo* for the treatment of resectable NSCLC at high-risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%. | | |

| Camzyos | | | March 2025 | | | Japan’s Ministry of Health Labour and Welfare approval of *Camzyos* for the treatment of oHCM. | | |

Our R&D strategy is designed to invest in the most promising science and to consistently execute in a way that translates that science into new medicines with the highest probability of success.

To execute this strategy, we focus on three key priorities: science, execution, and value.

We have a disease-focused strategy that incorporates lead and supporting assets and pursues high-impact medicines to advance standards of care across our core therapeutic areas.

To accelerate progress, we have taken steps to increase the probability of success in our clinical trials and are infusing artificial intelligence throughout our R&D process.

Together, these efforts enable us to prioritize programs more deliberately and effectively, delivering novel therapies for patients and driving long-term growth.

During 2025, we entered into a global strategic collaboration with BioNTech for the co-development and co-commercialization of pumitamig (BNT327/BMS986545), a potentially transformative PD-L1/VEGF-A bispecific that could set a new standard of care across multiple tumor types.

Additionally, we believe we have significant opportunity in radiopharmaceuticals as a new oncology modality with opportunities to advance RYZ101, RYZ401 and RYZ801.

Lastly, we have a growing, diverse neuroscience pipeline that includes several ongoing Phase III studies as well as several investigational programs aimed at advancing novel therapeutic approaches across neurological diseases.

We have established a strong foundation in IO with *Opdivo*, *Yervoy* and *Opdualag,* and have expanded our leadership in the area with the addition of *Opdivo Qvantig*.

In hematology, *Reblozyl,* continues to drive market share in the first line RS-positive and RS-negative settings in the U.S., and in cardiovascular diseases, *Camzyos* continues to provide benefits to patients with oHCM.

Additionally, in cell therapy, we continue to expand the range of B-cell malignancies treated by *Breyanzi*.

Together with our digital capabilities, including the deployment of artificial intelligence, we are enhancing commercial productivity through more effective clinician engagement and targeted patient outreach.

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth.

We continue to expect to realize approximately $2.0 billion in cost savings by the end of 2027 in connection with the 2025 expansion of our ongoing strategic productivity initiative.

The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.

- U.S. revenues decreased 2% in 2025 reflecting higher demand across the Growth Portfolio and for *Eliquis*, partially offset by the impact of generics on *Revlimid, Sprycel* and *Abraxane.* Additionally, U.S. revenues were impacted by higher government channel rebates in 2025.

Excluding the impacts of foreign exchange, international revenues increased 3%.

In 2024, we achieved multiple clinical and regulatory milestones across our portfolio including (i) approvals for *Breyanzi* in the U.S. and Japan for adults with relapsed or refractory FL and in the U.S. for adults with relapsed or refractory CLL/SLL and MCL; (ii) *Reblozyl's* expanded approval to include the first-line treatment of adult patients with transfusion-dependent anemia due to very low, low and intermediate-risk MDS in the EU and Japan; (iii) FDA approval of *Opdivo* *Qvantig* injection for subcutaneous use in most previously approved adult solid tumor *Opdivo* indications; (iv) FDA approval of *Opdivo* for the treatment of adult patients with resectable NSCLC, in combination with platinum-doublet chemotherapy, followed by single-agent *Opdivo* as adjuvant treatment after surgery; and (v) FDA approval and subsequent launch of *Cobenfy* for the treatment of schizophrenia in adults.

In 2024, we completed the following acquisitions: (i) Karuna, a biopharmaceutical company in the area of developing and delivering medicines, including *Cobenfy,* for psychiatric and neurological conditions; (ii) RayzeBio, a clinical-stage radiopharmaceutical therapeutics company with a pipeline of potentially first-in-class and/or best-in-class drug development programs; and (iii) Mirati, a commercial stage targeted oncology company, with a commercialized medicine, *Krazati*, and clinical programs in development.

We also entered into a strategic collaboration with SystImmune, to co-develop and co-commercialize izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based anti-body drug conjugate.

| | | | | | | | | | | | | | | | | | |

The $8.27 decrease in GAAP EPS in 2024 was primarily driven by a one-time, non-deductible Acquired IPRD charge resulting from the Karuna asset acquisition and SystImmune collaboration, which impacted full-year GAAP EPS by approximately $6.28 and the impact of certain specified items, primarily intangible asset impairments.

The IRA directs (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

In addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture.

We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes.

If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations.

Additionally, in connection with the IRA, the following changes have been made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases after December 31, 2022.

Furthermore, countries are in the process of enacting changes to their tax laws to implement the agreement by the OECD to establish a global minimum tax.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Product | | | Date | | | Approval | | |

| Zeposia | | | December 2024 | | | Japan’s Ministry of Health, Labour and Welfare approval of *Zeposia* for the treatment of moderate to severe UC in patients who have had an inadequate response to conventional therapies. | | |

| Opdivo | | | October 2024 | | | FDA approval of *Opdivo* for the treatment of adult patients with resectable (tumors ≥ 4 cm or node positive) NSCLC and no known epidermal growth factor receptor mutations or anaplastic lymphoma kinase rearrangements, for neoadjuvant treatment, in combination with platinum-doublet chemotherapy, followed by single-agent *Opdivo* as adjuvant treatment after surgery. | | |

| Cobenfy | | | September 2024 | | | FDA approval of *Cobenfy* for the treatment of schizophrenia in adults. | | |

| Krazati | | | June 2024 | | | FDA accelerated approval for *Krazati* in combination with cetuximab as a targeted treatment option for adult patients with KRASG12C\-mutated locally advanced or metastatic colorectal cancer, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin- and irinotecan-based chemotherapy. | | |

| Augtyro | | | June 2024 | | | FDA accelerated approval of *Augtyro* for the treatment of adult and pediatric patients 12 years of age and older with solid tumors that have a neurotrophic tyrosine receptor kinase gene fusion, are locally advanced or metastatic or where surgical resection is likely to result in severe morbidity, and have progressed following treatment or have no satisfactory alternative therapy. | | |

| Reblozyl | | | April 2024 | | | EC expanded approval of *Reblozyl* to include the first-line treatment of adult patients with transfusion-dependent anemia due to very low, low and intermediate-risk MDS. | | |

| Abecma | | | March 2024 | | | EC approval of *Abecma* for the treatment of adult patients with relapsed and refractory multiple myeloma who have received at least two prior therapies, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 antibody and have demonstrated disease progression on the last therapy. | | |

Our R&D strategy is intended to ensure that we support scientific innovation, bringing first-in class and/or best-in-class medicines to patients at an accelerated speed in our core therapeutic areas, as we leverage our differentiated research platforms, including radiopharmaceutical therapy, targeted protein degradation and cell therapy.

We have a broad mid- to late-stage pipeline of ongoing Phase II and Phase III programs across our core therapeutic areas.

Over the next 24 months, we expect a number of registrational data readouts with the potential to deliver 10 or more new medicines and multiple additional indications over the next five years.

The acquisition of RayzeBio, a leader in the field of radiopharmaceuticals for solid tumor oncology, provided us with RYZ101, a late-stage asset, an investigational new drug engine and in-house manufacturing capabilities.

Lastly in neuroscience, with the addition of *Cobenfy*, we have a growing, diverse neuroscience pipeline that includes a range of investigational therapies that are being studied for their disease-modifying potential as well as critical symptomatic relief.

Together with our proven track record, rapidly advancing pipeline and increasing use of artificial intelligence, we are increasing our R&D productivity, enabling us to identify more high-quality candidates and increase their probability of reaching patients in need.

We have established a foundation in IO with *Opdivo*, *Yervoy* and *Opdualag* and received FDA approval for *Opdivo Qvantig* in December 2024 for multiple indications at launch.

*Reblozyl,* in first-line MDS-associated anemia, continues to drive market share within the larger first-line RS negative population.

We have an ongoing registrational trial to potentially expand into chronic anemia associated with myelofibrosis.

In cell therapy, we achieved important approvals for *Breyanzi* for patients with relapsed or refractory CLL/SLL, FL and MCL, making *Breyanzi* the CAR-T cell therapy available to treat the broadest array of B-cell malignancies.

In cardiovascular diseases, *Camzyos* continues to provide benefits to patients with oHCM, with the potential expansion opportunity into nHCM.

Finally, in neuroscience, we launched *Cobenfy* for the treatment of schizophrenia in adults.

We expected to realize cost savings of approximately $1.5 billion by the end of 2025, which is primarily being reinvested to fund innovation and drive growth.

We have expanded our strategic productivity initiative and we now expect to deliver approximately $2.0 billion in additional annual cost savings by the end of 2027.

(a) Beginning in 2024, Puerto Rico revenues are presented as part of International revenues to align with management's review of the Company's financial results.

Prior period amounts have been recast to conform to the current presentation.

- U.S. revenues increased 9% in 2024 primarily due to higher demand within the Growth Portfolio, *Eliquis*, and *Pomalyst* partially offset by generic erosion in the Legacy Portfolio.

- International revenues in 2024 increased 1% primarily due to demand within the Growth Portfolio, partially offset by generic erosion within the Legacy Portfolio and foreign exchange impacts.

The negative foreign exchange impacts of 5% was primarily attributed to devaluation of the Argentine peso, which was partially offset by inflation-related local currency price increases.

We estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would decrease the fair value of foreign exchange contracts by [removed: $455] [added: $428] million and [removed: $409] [added: $455] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively, reducing earnings over the remaining life of the contracts.

We estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would [removed: increase] [added: decrease] the fair value of cross-currency swap contracts by [removed: $49] [added: $8] million as of December 31, [removed: 2024] [added: 2025] and increase [added: the fair value of cross-currency swap contracts] by [removed: $46] [added: $49] million as of December 31, [removed: 2023, respectively.][added: 2024.]

In this sensitivity analysis, if there was a 1% increase in short-term or long-term interest rates as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] the expected adverse impact on our earnings would not be material.

We estimate that an increase of 1% in long-term interest rates as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] would decrease the fair value of long-term debt by [removed: $3.6] [added: $3.5] billion and [removed: $3.0] [added: $3.6] billion, respectively.

Bristol-Myers Squibb Company ("we", the "Company", [added: "Bristol Myers Squibb",] or "BMS") was incorporated under the laws of the State of Delaware in August 1933 under the name Bristol-Myers Company, as successor to a New York business started in 1887.

We operate in [removed: one] [added: a single] segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of [removed: biopharmaceutical products on a global basis.][added: innovative medicines that help patients prevail over serious diseases.]

Our principal strategy is to combine the resources, scale and capability of a [added: large] pharmaceutical company with the [removed: speed] [added: speed, agility] and focus on innovation [removed: of] [added: typically found in] the biotech industry.

Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also [removed: deliver attractive returns for shareholders.][added: create long-term value.]

Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence [added: throughout the organization] and strategically allocate capital for long-term growth and shareholder returns.

We compete with other global research-based [removed: biopharmaceutical] [added: drug] companies, [added: many] smaller research companies [added: with more limited therapeutic focus] and generic drug manufacturers.

Our products are sold [removed: worldwide, primarily] [added: principally] to wholesalers, distributors, specialty pharmacies, and to a lesser extent, [removed: directly to] retailers, hospitals, [removed: clinics] [added: clinics,] and government agencies.

We have significant manufacturing operations in the U.S., Puerto Rico, [removed: Switzerland, Ireland, and] the [removed: Netherlands.][added: Netherlands, Ireland and Switzerland.]

| Dollars in millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| United States | | | [removed: 71] [added: 69] | | % | | | | [removed: 69] [added: 71] | | % | | | | [removed: 68] [added: 69] | | % |

| International [removed: (a)] | | | [removed: 27] [added: 29] | | % | | | | [removed: 29] [added: 27] | | % | | | | [removed: 30] [added: 29] | | % |

| Other [removed: (b)] [added: (a)] | | | 2 | | % | | | | 2 | | % | | | | 2 | | % |

| Total Revenues | | | $ | [removed: 48,300] [added: 48,194] | | | | | $ | [removed: 45,006] [added: 48,300] | | | | | $ | [removed: 46,159] [added: 45,006] | |

[removed: (b)] [added: (a)] Other revenues include royalties and alliance-related revenues for products not sold by BMS’s regional commercial organizations.

Refer to the Summary of Abbreviated Terms at the end of this [removed: 2024] [added: 2025] Form 10-K for definitions of capitalized terms used throughout the document.

Our significant business development activities in [removed: 2024] [added: 2025] included [removed: acquisitions] [added: (i) the acquisition] of [removed: Karuna, RayzeBio and Mirati in addition to] [added: Orbital Therapeutics, (ii) the execution of] a global strategic collaboration agreement with [removed: SystImmune.][added: BioNTech, and (iii) the execution of a global exclusive licensing agreement with Philochem.]

Our platforms are comprised of chemically-synthesized or small molecule drugs including protein [removed: degraders;] [added: degraders,] drugs produced from biological processes, called [removed: “biologics”;] [added: “biologics”,] ADCs, CAR-T cell therapies, and radiopharmaceutical therapeutics.

*Opdivo®* *Opdivo* (nivolumab) is a [removed: biological product] [added: biologic] and a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells.

The *Opdivo*+*Yervoy* regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, [removed: CRC] [added: CRC, HCC] and various gastric and esophageal [removed: cancers..][added: cancers.]

[removed: It has indications] [added: *Orencia®* *Orencia* (abatacept) is a biologic and a fusion protein indicated] for (i) [removed: reducing signs and symptoms in certain pediatric] [added: the treatment of adult] patients with moderately to severely active [removed: polyarticular JIA and] [added: RA,] (ii) [removed: for] the treatment of [added: patients 2 years of age and older with moderately to severely active polyarticular JIA, (iii) the treatment of patients 2 years of age and older with active PsA and (iv) the prophylaxis of] aGVHD, in combination with a calcineurin inhibitor and [removed: methotrexate.][added: methotrexate in certain adult and pediatric patients.]

*Yervoy®* *Yervoy* (ipilimumab) is a [removed: biological product] [added: biologic] and is a CTLA4 immune checkpoint inhibitor.

The *Opdivo*+*Yervoy* regimen is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, [removed: CRC] [added: CRC, HCC] and esophageal cancer.

*Reblozyl®* *Reblozyl* (luspatercept-aamt) is a [removed: biological product,] [added: biologic,] and is an erythroid maturation agent indicated for the treatment of anemia in (i) adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions, (ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require red blood cell transfusions, as well as (iii) adult patients without previous erythropoiesis stimulating agent use (ESA-naïve) with very low- to intermediate-risk MDS who may require regular red blood cell transfusions, regardless of RS status.

*Breyanzi®* *Breyanzi* (lisocabtagene maraleucel) is a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or [removed: SLL, and] [added: SLL;] relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 [removed: inhibitor.][added: inhibitor; and relapsed or refractory MZL after at least two prior lines of systemic therapy.]

*Camzyos®* *Camzyos* (mavacamten) is [removed: a] [added: an oral] cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.

*Abecma®* *Abecma* (idecabtagene vicleucel) is a BCMA genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after [removed: four] [added: two] or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody.

*CobenfyTM* *Cobenfy* (xanomeline and trospium chloride) is [removed: a] [added: an oral] combination [added: of xanomeline, a] M1/M4 muscarinic [removed: receptor agonist] [added: agonist,] and [added: trospium chloride, a peripheral] muscarinic [removed: antagonist] [added: antagonist,] indicated for the treatment of schizophrenia in adults.

If the medicine is a [removed: biological product,] [added: biologic,] a BLA is filed.

Our marketed chemical products include *Eliquis, Revlimid, Pomalyst, Sprycel, Zeposia, Camzyos, Sotyktu*, [removed: *Augtyro, Krazati,*] [added: *Krazati,*] and *Cobenfy*.

[removed: *Biologic products] [added: *Biologics] (includes CAR-T cell therapy products)*

Qualified innovative [removed: biological products] [added: biologics] receive 12 years of regulatory exclusivity, meaning that the FDA may not approve a biosimilar version until 12 years after the innovative [removed: biological product] [added: biologic] was first approved by the FDA.

Our marketed [removed: biologic products] [added: biologics] include *Opdivo*, *Opdivo Qvantig,* *Orencia,* *Yervoy, Reblozyl, [removed: Opdualag,] Breyanzi, [removed: Abecma*] [added: Opdualag,*] and [removed: *Abraxane.*][added: *Abecma.*]

Throughout the EU, all products for which marketing authorizations have been filed after October [removed: and November] 2005 are subject to an “8+2+1” regulatory exclusivity regime.

Generic versions of pharmaceutical products [removed: can] [added: may] be approved after [removed: RDP] [added: data exclusivity] expires, regardless of whether the innovator holds patents covering its drug.

| | | | U.S. | | | | | | [removed: EU(p)] [added: EU(q)] | | | | | | Japan | | |

| *Breyanzi* (lisocabtagene [removed: maraleucel)(c)] [added: maraleucel)(b)] | | | 2033 | | | | | | 2033 | | | | | | 2033 | | |

| *Camzyos* [removed: (mavacamten)(d)] [added: (mavacamten)(c)] | | | [removed: 2034] [added: 2036] | | | | | | 2034 | | | | | | [removed: ++] [added: 2034] | | |

| *Cobenfy* (xanomeline and trospium [removed: chloride) (e)] [added: chloride)(d)] | | | ^^ | | | | | | ++ | | | | | | ++ | | |

| *Eliquis* [removed: (apixaban)(f)] [added: (apixaban)(e)] | | | 2028 | | | | | | ^^ | | | | | | 2026 | | |

| *Krazati* [removed: (adagrasib)] [added: (adagrasib)(f)] | | | 2037 | | | | | | 2038 | | | | | | ++ | | |

We are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Strategy.”

In the EU, the product is marketed as *Opdivo SC.*

In France, Germany, Italy, and Spain, SPC has been granted and the estimated patent expiry is 2038.

In Japan, a PTE was granted, providing a patent expiry of 2034.

In France, Germany, Italy, and Spain, SPC has been granted and the estimated patent expiry is 2038.

(o) BMS is not aware of a *Yervoy* biosimilar on the market in the U.S., EU, or Japan.

(p) For *Zeposia*, in Japan, a PTE was granted, providing a patent expiry of 2034.

Refer to "Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Expenses" for further details on the amounts included within Acquired IPRD in 2025 and 2024.

| AR LDD | | | mCRPC | | | rechARge | | | | | | Sotyktu | | | SjD | | | POETYK SjS-1 | | |

| Opdivo Qvantig + Yervoy | | | 1L NSCLC | | | CheckMate-1533 | | | | | | admilparant | | | PPF | | | ALOFT-PPF | | |

| | | | | | | | | | | | | Asset | | | Indication | | | Trial | | |

| iberdomide | | | 2L+ MM PFS | | | EXCALIBER-RRMM | | | | | | Neuroscience | | | | | | | | |

| mezigdomide | | | 2L+ MM Vd | | | SUCCESSOR-1 | | | | | | Asset | | | Indication | | | Trial | | |

| | | | | | | | | | | | | Cobenfy | | | Bipolar-I | | | BALSAM-1 | | |

| | | | | | | | | | | | | Cobenfy | | | Bipolar-I | | | BALSAM-2 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

Additionally, in the U.S., we recently announced direct-to-patient offerings for several products.

For example, the UK recently established a new scheme which sets an overall cap on the total annual growth in National Health Services (NHS) spending on branded medicines.

Sales that exceed this cap are returned to the government as a rebate from the pharmaceutical companies in the scheme.

As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio.

These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world.

These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which have negatively impacted, and may continue to, negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility.

In November 2025, the HHS announced the "maximum fair price" for a 30-day supply of *Pomalyst*, which applies to the U.S. Medicare channel effective January 1, 2027.

It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated.

In May 2025, President Trump issued an executive order entitled, "Delivering Most-Favored Nation Prescription Drug Pricing to American Patients," which, among various proposals, directs the HHS to facilitate direct-to-consumer purchasing programs for pharmaceutical manufacturers that sell their products to American patients at the most-favored-nation price and to communicate most-favored-nation price targets to manufacturers and propose a rulemaking plan to impose most-favored-nation pricing if “significant progress” is not made towards achieving such pricing.

In July 2025, the Trump administration sent letters to several pharmaceutical manufacturers, including BMS, which outlined steps that such manufacturers should take to advance certain objectives of the executive order.

In December 2025, we announced an agreement with the U.S. government (the "U.S. Government Agreement") pursuant to which we agreed to, among other things: (i) provide *Eliquis* for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of *Eliquis* API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to *Sotyktu, Zeposia, Reyataz, Baraclude* and *Orencia* for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production.

This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.

Further, the U.S. and other countries have recently imposed, and may continue to impose, new tariffs.

While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs.

In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the U.S., however, such exemptions may be terminated or may not be extended.

In addition, we remain subject to any current or future pricing mandates implemented outside of the U.S. It is possible that such regulations may result in a material impact on our business and results of operations.

In July 2025, the OBBBA was enacted which, among other things, aims to achieve efficiencies in U.S. federal government healthcare spending over the next decade, primarily within Medicaid.

Additionally, this legislation makes permanent many provisions of the TCJA and modifies certain rules, including within the international tax framework, thereby offering increased certainty for future business planning.

The OBBBA also permits businesses to immediately deduct up to 100% of their qualifying domestic R&D expenses in the year they are incurred for tax years beginning after December 31, 2024, and allows businesses to accelerate deductions (over a one- or two-year period) of domestic R&D expenses that were deferred from 2022 to 2024.

During 2025, we completed the construction of a new state-of-the-art cell therapy manufacturing facility in Leiden, Netherlands.

Additionally, we opened a new radiopharmaceutical facility in Indianapolis, Indiana during 2025.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Strategy.” In addition, we expect that our acquisitions of Karuna, RayzeBio and Mirati in 2024 will allow us to expand in neuroscience and oncology, and continue to position us as a leading biopharmaceutical company across our core therapeutic areas.

(a) Beginning in 2024, Puerto Rico revenues are presented as part of International revenues to align with management's review of the Company's financial results.

Prior period amounts have been recast to conform to the current presentation.

Financial Statements and Supplementary Data—Note 4.

*Orencia®* *Orencia* (abatacept) is a biological product and a fusion protein indicated for adult patients with moderate to severe active RA and PsA.

*Augtyro®* *Augtyro* (repotrectinib) is a kinase inhibitor indicated for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with solid tumors that have NTRK gene fusion, are locally advanced or metastatic or where surgical resection is likely to result in severe morbidity, and have progressed following treatment or have no satisfactory alternative therapy.

| *Augtyro* (repotrectinib)(b) | | | 2035 | | | | | | ++ | | | | | | ++ | | |

Acquired IPRD expenses in 2024 included $12.1 billion related to the acquisition of Karuna, as further described in “Item 8.

Acquisitions, Divestitures, Licensing and Other Arrangements."

| | | | | | | | | |

| Opdualag | | | Adjuvant Stage III/IV Melanoma | | | RELATIVITY-098 | | | | | | admilparant | | | IPF | | | ALOFT-IPF | | |

| Opdualag | | | 1L Melanoma SC | | | RELATIVITY-127 | | | | | | obexelimab | | | IgG4-Related Disease | | | INDIGO | | |

| | | | | | | | | | | | | Camzyos | | | nHCM | | | ODYSSEY-HCM | | |

| Breyanzi | | | Relapsed/Refractory MZL | | | TRANSCEND | | | | | | | | | | | | | | |

| iberdomide | | | 2L+ MM | | | EXCALIBER | | | | | | Asset | | | Disease | | | Trial | | |

| mezigdomide | | | 2L+ MM Vd | | | SUCCESSOR-1 | | | | | | Cobenfy | | | Adjunctive Schizophrenia | | | ARISE | | |

These PBMs control nearly 80% of the prescription market and are owned by payers UnitedHealthcare, Aetna, and Cigna, respectively.

Over half of the U.S. population now participates in some version of managed care.

MCOs can include medical insurance companies, medical plan administrators, health-maintenance organizations, Medicare Part D prescription drug plans, alliances of hospitals and physicians and other physician organizations.

PBMs are third parties that support formulary management and contracting for MCOs.

Most new products that we introduce compete with other products already on the market or products that are later developed by competitors.

Products that demonstrate fewer therapeutic advantages must compete for inclusion based primarily on price.

For example, in 2022, Germany reformed its pricing and reimbursement system to further restrain pharmaceutical spending by reducing its “free pricing” period and introducing new cost-containment measures on medicines based on their value assessment results, and use in combination with other medicines, and more.

For example, in recent years the FDA OCE established two projects to test novel approaches for more efficient regulatory review of oncology drugs: the Real-Time Oncology Review pilot program and the Assessment Aid.

Under the Assessment Aid pilot program, the FDA approved *Opdivo* given with three cycles of platinum-doublet chemotherapy on March 4, 2022 for the first-line treatment of adult patients with resectable NSCLC in the neoadjuvant setting.

This approval was achieved four months before the priority review PDUFA date in July 2022.

To develop a framework for concurrent review of supplemental oncology applications among multiple approval authorities, the OCE initiated Project Orbis.

Under Project Orbis, earlier approvals from the Australian Therapeutic Goods Administration (“TGA”), Health Canada and the United Kingdom’s Medicines and Healthcare products Regulatory Agency were received on the combination of *Opdivo* given with three cycles of platinum-doublet chemotherapy in 2022.

The OIG has issued a series of guidelines to segments of the healthcare industry, including the 2003 Compliance Program Guidance for Pharmaceutical Manufacturers, which includes a recommendation that pharmaceutical manufacturers, at a minimum, adhere to the PhRMA Code, a voluntary industry code of marketing practices.

We subscribe to the PhRMA Code and have implemented a compliance program to address the requirements set forth in the guidance and our compliance with the healthcare laws.

In recent years, several legislative and policy proposals have been introduced in the U.S. to lower drug prices.

For further discussion of this legislation's impact, refer to “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary.” In addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture.

We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes.

If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations.

*People Strategy and Culture*: Our People Strategy is designed to foster an inclusive and engaging work experience to attract, develop, and retain the most talented workforce that reflects the diverse cultures, backgrounds, and experiences of our patients and communities around the world.

We strive to cultivate a culture that fosters collaboration and innovation, where everyone feels a sense of belonging and are valued for their unique perspectives.

*Career Growth and Development*: BMS champions the learning and development of all of our people, our most important asset, and we aspire to create a ‘future ready’ workforce by developing the critical skills needed to tackle the organization’s most pressing strategic priorities.

Our extensive library of resources, which includes on-demand, open-enrollment and nominations-based experiences, are available in multiple languages to our 30,000+ employees.

In 2024, more than 6,000 employees participated in our professional, managerial, and leadership development programs.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| [removed: 1.000%] [added: 2.973%] Notes due [removed: 2025] [added: 2030] | | | [removed: BMY25] [added: BMY/30] | | | New York Stock Exchange | | |

The aggregate market value of the [removed: 2,026,400,768] [added: 2,034,756,199] shares of voting common equity held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $84,156,423,913.][added: $94,188,864,457.]

At February [removed: 6, 2025,] [added: 4, 2026,] there were [removed: 2,029,312,023] [added: 2,036,473,705] shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the definitive proxy statement for the registrant’s Annual Meeting of Shareholders to be filed within 120 days after the conclusion of the registrant's fiscal year ended December 31, [removed: 2024] [added: 2025] with the U.S. Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

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| | | | | | | [Consolidated Balance [removed: Sheets](#i108122c74c1d499c8dfc549b508b40bd_205)] [added: Sheets](#i08b71d6222a94e749461e6dfe41d7007_205)] | | | [removed: [76](#i108122c74c1d499c8dfc549b508b40bd_205)] [added: [74](#i08b71d6222a94e749461e6dfe41d7007_205)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i108122c74c1d499c8dfc549b508b40bd_208)] [added: Flows](#i08b71d6222a94e749461e6dfe41d7007_208)] | | | [removed: [77](#i108122c74c1d499c8dfc549b508b40bd_208)] [added: [75](#i08b71d6222a94e749461e6dfe41d7007_208)] | | |

| | | | | | | [Notes to the Financial [removed: Statements](#i108122c74c1d499c8dfc549b508b40bd_211)] [added: Statements](#i08b71d6222a94e749461e6dfe41d7007_211)] | | | [removed: [78](#i108122c74c1d499c8dfc549b508b40bd_211)] [added: [76](#i08b71d6222a94e749461e6dfe41d7007_211)] | | |

| | | | [Item [removed: 9.](#i108122c74c1d499c8dfc549b508b40bd_301)] [added: 9.](#i08b71d6222a94e749461e6dfe41d7007_295)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i108122c74c1d499c8dfc549b508b40bd_301)] [added: Disclosure](#i08b71d6222a94e749461e6dfe41d7007_295)] | | | [removed: [126](#i108122c74c1d499c8dfc549b508b40bd_301)] [added: [123](#i08b71d6222a94e749461e6dfe41d7007_295)] | | |

| | | | [Item [removed: 9A.](#i108122c74c1d499c8dfc549b508b40bd_304)] [added: 9A.](#i08b71d6222a94e749461e6dfe41d7007_298)] | | | [Controls and [removed: Procedures](#i108122c74c1d499c8dfc549b508b40bd_304)] [added: Procedures](#i08b71d6222a94e749461e6dfe41d7007_298)] | | | [removed: [126](#i108122c74c1d499c8dfc549b508b40bd_304)] [added: [123](#i08b71d6222a94e749461e6dfe41d7007_298)] | | |

| | | | [Item [removed: 9B.](#i108122c74c1d499c8dfc549b508b40bd_307)] [added: 9B.](#i08b71d6222a94e749461e6dfe41d7007_301)] | | | [Other [removed: Information](#i108122c74c1d499c8dfc549b508b40bd_307)] [added: Information](#i08b71d6222a94e749461e6dfe41d7007_301)] | | | [removed: [126](#i108122c74c1d499c8dfc549b508b40bd_307)] [added: [123](#i08b71d6222a94e749461e6dfe41d7007_301)] | | |

| | | | [Item [removed: 9C.](#i108122c74c1d499c8dfc549b508b40bd_310)] [added: 9C.](#i08b71d6222a94e749461e6dfe41d7007_304)] | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i108122c74c1d499c8dfc549b508b40bd_310)] [added: Inspections](#i08b71d6222a94e749461e6dfe41d7007_304)] | | | [removed: [126](#i108122c74c1d499c8dfc549b508b40bd_310)] [added: [123](#i08b71d6222a94e749461e6dfe41d7007_304)] | | |

| | | | [Item [removed: 10.](#i108122c74c1d499c8dfc549b508b40bd_319)] [added: 10.](#i08b71d6222a94e749461e6dfe41d7007_313)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i108122c74c1d499c8dfc549b508b40bd_319)] [added: Governance](#i08b71d6222a94e749461e6dfe41d7007_313)] | | | [removed: [128](#i108122c74c1d499c8dfc549b508b40bd_319)] [added: [125](#i08b71d6222a94e749461e6dfe41d7007_313)] | | |

| | | | [Item [removed: 11.](#i108122c74c1d499c8dfc549b508b40bd_322)] [added: 11.](#i08b71d6222a94e749461e6dfe41d7007_316)] | | | [Executive [removed: Compensation](#i108122c74c1d499c8dfc549b508b40bd_322)] [added: Compensation](#i08b71d6222a94e749461e6dfe41d7007_316)] | | | [removed: [128](#i108122c74c1d499c8dfc549b508b40bd_322)] [added: [125](#i08b71d6222a94e749461e6dfe41d7007_316)] | | |

| 3.363% Notes due 2033 | | | BMY/33 | | | New York Stock Exchange | | |

| 3.857% Notes due 2038 | | | BMY/38 | | | New York Stock Exchange | | |

| 4.289% Notes due 2045 | | | BMY/45 | | | New York Stock Exchange | | |

| 4.581% Notes due 2055 | | | BMY/55 | | | New York Stock Exchange | | |

December 31, 2025

| [PART I](#i08b71d6222a94e749461e6dfe41d7007_13) | | | | | | | | | | | |

| | | | | | | [Alliances](#i08b71d6222a94e749461e6dfe41d7007_34) | | | [14](#i08b71d6222a94e749461e6dfe41d7007_34) | | |

| | | | | | | [Competition](#i08b71d6222a94e749461e6dfe41d7007_40) | | | [15](#i08b71d6222a94e749461e6dfe41d7007_40) | | |

| [PART II](#i08b71d6222a94e749461e6dfe41d7007_88) | | | | | | | | | | | |

| [PART III](#i08b71d6222a94e749461e6dfe41d7007_310) | | | | | | | | | | | |

| [PART IV](#i08b71d6222a94e749461e6dfe41d7007_328) | | | | | | | | | | | |

| [SIGNATURES](#i08b71d6222a94e749461e6dfe41d7007_337) | | | | | | | | | [127](#i08b71d6222a94e749461e6dfe41d7007_337) | | |

| [SUMMARY OF ABBREVIATED TERMS](#i08b71d6222a94e749461e6dfe41d7007_340) | | | | | | | | | [129](#i08b71d6222a94e749461e6dfe41d7007_340) | | |

| [EXHIBIT INDEX](#i08b71d6222a94e749461e6dfe41d7007_343) | | | | | | | | | [130](#i08b71d6222a94e749461e6dfe41d7007_343) | | |

December 31, 2024

| [PART I](#i108122c74c1d499c8dfc549b508b40bd_13) | | | | | | | | | | | |

| | | | | | | [Alliances](#i108122c74c1d499c8dfc549b508b40bd_34) | | | [14](#i108122c74c1d499c8dfc549b508b40bd_34) | | |

| | | | | | | [Competition](#i108122c74c1d499c8dfc549b508b40bd_40) | | | [15](#i108122c74c1d499c8dfc549b508b40bd_40) | | |

| [PART II](#i108122c74c1d499c8dfc549b508b40bd_88) | | | | | | | | | | | |

| [PART III](#i108122c74c1d499c8dfc549b508b40bd_316) | | | | | | | | | | | |

| [PART IV](#i108122c74c1d499c8dfc549b508b40bd_334) | | | | | | | | | | | |

| [SIGNATURES](#i108122c74c1d499c8dfc549b508b40bd_343) | | | | | | | | | [130](#i108122c74c1d499c8dfc549b508b40bd_343) | | |

| [SUMMARY OF ABBREVIATED TERMS](#i108122c74c1d499c8dfc549b508b40bd_346) | | | | | | | | | [132](#i108122c74c1d499c8dfc549b508b40bd_346) | | |

| [EXHIBIT INDEX](#i108122c74c1d499c8dfc549b508b40bd_349) | | | | | | | | | [133](#i108122c74c1d499c8dfc549b508b40bd_349) | | |

While we and our third-party vendors are regularly subject to cybersecurity attacks and incidents, as of December 31, [removed: 2024] [added: 2025] and through the date of this filing, we are not aware of any material cybersecurity incidents that have impacted the Company in the last three years.

The Company’s cybersecurity [removed: and data privacy programs are] [added: program is] implemented and overseen by the Company’s Chief Information Security Officer (“CISO”), the Executive Vice President, Chief Digital and Technology Officer, and senior management.

[removed: Our CISO has led our enterprise-wide cybersecurity risk management, strategy, policy, standards and processes since 2018, and the] [added: The] information security team responsible for managing and implementing the Company’s cybersecurity [removed: and data privacy programs] [added: program] has many years of valuable business experience effectively addressing cybersecurity risks and developing related robust policies and procedures.

In particular, the Audit Committee receives periodic updates from the CISO, [added: CPO,] internal audit function and other members of management on significant cybersecurity and data privacy threats to our systems and the potential impact on the Company’s business, financial results, operations, and reputation, risk management strategies, including information governance and security policies and programs, program assessments, planned improvements, major legislative and regulatory developments that could materially impact the Company’s cybersecurity and data privacy policies and programs, and status of information security initiatives, including an appropriate threat assessment relating to information technology risks.

The Board also receives similar cybersecurity [added: and privacy] updates directly from the [removed: CISO] [added: CISO, CPO] and other members of management at least annually, and as needed from time to time.

Since 2018, our CISO has led our enterprise-wide cybersecurity risk management, strategy, policy, standards and processes.

The Company’s data privacy program is jointly managed by the Chief Privacy Officer (“CPO”) and the CISO.

The CPO oversees privacy governance, compliance, and regulatory alignment, while the CISO provides technical and security oversight for data protection.

Our significant manufacturing and R&D locations by geographic area were as follows at December 31, [removed: 2024:][added: 2025:]

| United States | | | 4 | | | | | | [removed: 8] [added: 7] | | |

| International | | | [removed: 2] [added: 4] | | | | | | [removed: 2] [added: 1] | | |

| Total | | | [removed: 6] [added: 8] | | | | | | [removed: 10] [added: 8] | | |

Listed below is information on our executive officers as of February [removed: 12, 2025.][added: 11, 2026.]

| Christopher Boerner, Ph.D. *Chair of the Board and Chief Executive Officer* *Member of the Leadership Team* | | | [removed: 54] [added: 55] | | | 2015 to 2017 – President and Head of U.S. Commercial 2017 to 2018 – President and Head, International Markets 2018 to 2023 – Executive Vice President, Chief Commercialization Officer 2023 to 2023 – Executive Vice President, Chief Operating Officer 2023 to 2024 – Chief Executive Officer 2024 to present – Chair of the Board and Chief Executive Officer | | |

| David V. Elkins *Executive Vice President and Chief Financial Officer* *Member of the Leadership Team* | | | [removed: 56] [added: 57] | | | 2014 to 2017 – Group Vice President and Chief Financial Officer, Consumer and Consumer Medicines, Johnson & Johnson 2017 to 2018 – Worldwide Vice President and Chief Financial Officer, Consumer Products, Medical Development and Corporate Functions, Johnson & Johnson 2018 to 2019 – Chief Financial Officer, Celgene Corporation 2019 to present – Executive Vice President and Chief Financial Officer | | |

| Cari Gallman *Executive Vice President, [removed: Corporate Affairs*] [added: General Counsel and Chief Policy Officer*] *Member of the Leadership Team* | | | [removed: 45] [added: 46] | | | 2015 to 2018 – Senior Counsel, US Legal 2018 to 2019 – Assistant General Counsel, Oncology Legal 2019 to 2021 – Vice President, Assistant General Counsel, Worldwide Oncology 2021 to 2023 – Senior Vice President, Chief Compliance Officer 2023 to [removed: present] [added: 2025] – Executive Vice President, Corporate Affairs [added: 2025 to present - Executive Vice President, General Counsel and Chief Policy Officer] | | |

| Benjamin Hickey *President, RayzeBio Organization* *Member of the Leadership Team* | | | [removed: 50] [added: 51] | | | 2014 to 2016 – Vice President, Commercial, Immuno-Oncology 2016 to 2018 – General Manager, UK & Ireland 2018 to 2020 – Senior Vice President, Chief Commercial Officer, Halozyme Therapeutics 2020 to 2024 – Chief Commercial Officer, Head of Business Development, Mirati Therapeutics 2024 to present – President, RayzeBio Organization, Bristol-Myers Squibb Company | | |

| [removed: Samit Hirawat,] [added: Cristian Massacesi,] M.D. *Executive Vice President, Chief Medical Officer, Head of Development* *Member of the Leadership Team* | | | [removed: 56] [added: 57] | | | [removed: 2017 to] 2019 [added: to 2020] – [removed: Executive] [added: Senior] Vice President, Head of Oncology [added: Late] Development, [removed: Novartis 2019] [added: Astra Zeneca 2021] to [removed: 2023] [added: 2025] – [removed: Executive Vice President,] Chief Medical Officer, [removed: Global Drug] [added: Oncology Chief] Development [removed: 2023] [added: Officer, AstraZeneca 2025] to present – Executive Vice President, Chief Medical Officer, Head of Development | | |

| Lynelle Hoch *President, Cell Therapy Organization* *Member of the Leadership Team* | | | [removed: 52] [added: 53] | | | 2016 to 2019– Vice President, Immuno-Oncology Marketing 2019 to 2021 – General Manager, Ireland & UK, Major Markets 2021 to 2023 – Senior Vice President, Global Cell Therapy Franchise Lead 2023 to present – President, Cell Therapy Organization | | |

| Phil Holzer *Senior Vice President & Controller* | | | [removed: 49] [added: 50] | | | 2015 to 2018 – Chief Audit Officer 2018 to 2019 – Vice President & Head of Finance, Research & Development 2019 to 2021 – Senior Vice President, Enterprise Integration Management 2021 to 2024 – Senior Vice President, Finance, Tax & Treasury 2024 to present – Senior Vice President & Controller | | |

| Adam Lenkowsky *Executive Vice President, Chief Commercialization Officer* *Member of the Leadership Team* | | | [removed: 53] [added: 54] | | | 2016 to 2019 – Head of US Oncology 2019 to 2022 – Senior Vice President, General Manager of U.S. Oncology, Immunology & Cardiovascular 2022 to 2023 Senior Vice President, Head of Major Markets 2023 to present – Executive Vice President, Chief Commercialization Officer | | |

| Greg Meyers *Executive Vice President, Chief Digital and Technology Officer* *Member of the Leadership Team* | | | [removed: 52] [added: 53] | | | 2014 to 2018 – Corporate Vice President and Chief Information Officer, Motorola Solutions 2018 to 2022 – Group Chief Information and Digital Officer, Syngenta Group 2022 to present – Executive Vice President, Chief Digital and Technology Officer | | |

| Robert Plenge, M.D., Ph.D. *Executive Vice President, Chief Research Officer, Head of Research* *Member of the Leadership Team* | | | [removed: 54] [added: 55] | | | 2017 to 2019 – Vice President Inflammation and Immunology, Thematic Center of Excellence Unit, Celgene Corporation 2019 to 2021 – Senior Vice President, Immunology, Cardiovascular & Fibrosis, Thematic Research Center 2021 to 2023 – Senior Vice President, Immunology, Cardiovascular & Fibrosis, Thematic Research Center, and Head of Translational Medicine 2023 to 2023 – Senior Vice President and Head of Discovery and Translational Sciences 2023 to present – Executive Vice President, Chief Research Officer, Head of Research | | |

| Amanda Poole *Executive Vice President, Chief People Officer* *Member of the Leadership Team* | | | [removed: 50] [added: 51] | | | 2017 to 2019 – Vice President, Head of Human Resources, Global Product Development & Supply 2019 to 2020 – Vice President, Head of BMS/Celgene Integration 2020 to 2022 – Senior Vice President, Head of Human Resources, Commercialization 2022 to 2024 – Senior Vice President, People Strategy, Solutions & Services 2024 to present – Executive Vice President, Chief People Officer | | |

| Karin Shanahan *Executive Vice President, [removed: Global Product Development] [added: Chief Supply Chain] & [removed: Supply*] [added: Operations*] *Member of the Leadership Team* | | | [removed: 60] [added: 61] | | | 2013 to 2018 – Senior Vice President and Chief Operating Officer, Global Operations, Teva Pharmaceuticals 2018 to 2022 – Senior Vice President, Global Biologics & Sterile Operations, Merck 2022 to present – Executive Vice President, [removed: Global Product Development &] [added: Chief] Supply [added: Chain & Operations Officer] | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Current Position | | | Age | | | Employment History | | |

| Hiroshi Chris Shibutani, M.D. *Executive Vice President, Chief Strategy Officer* *Member of the Leadership Team* | | | 62 | | | 2015 to 2020 – Senior Analyst, Managing Director, Biotechnology Equity Research, Cowen 2021 to 2025 – Senior Analyst, Managing Director, Pharmaceuticals & Biotechnology Equity Research, Goldman Sachs 2025 to present – Executive Vice President, Chief Strategy Officer | | |

| Wendy Short Bartie *Executive Vice President, Corporate Affairs* *Member of the Leadership Team* | | | 54 | | | 2021 to 2022 – Senior Vice President, U.S. Oncology 2022 to 2023 – Senior Vice President, Chief of Staff to the CEO 2023 to 2023 – Senior Vice President, General Manager, US Hematology and Cell Therapy 2024 to 2025 – Senior Vice President, U.S. Oncology and Hematology 2025 to 2025 – Senior Vice President, Oncology Commercialization 2025 to present – Executive Vice President, Corporate Affairs | | |

| Sandra Leung *Executive Vice President, General Counsel* *Member of the Leadership Team* | | | 64 | | | 2015 to present – Executive Vice President, General Counsel | | |

The number of record holders of our common stock at January 31, [removed: 2025] [added: 2026] was [removed: 29,685.][added: 28,145.]

Information required by this item will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the heading “Items to be Voted Upon—Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers—Equity Compensation Plan Information,” which information is incorporated herein by reference.

The following graph compares the cumulative total stockholders’ returns of our common shares with the cumulative total stockholders’ returns of the companies listed in the Standard & Poor’s 500 Index ("S&P 500 Index") and a composite peer group of major pharmaceutical companies comprised of AbbVie, Amgen, AstraZeneca, [removed: Biogen,] Gilead, GlaxoSmithKline, Johnson & Johnson, [added: Eli] Lilly, Merck, Novartis, Pfizer, [added: Regeneron,] Roche and Sanofi.

The graph assumes $100 investment on December 31, [removed: 2019] [added: 2020] in each of our common shares, the S&P 500 Index and the stock of our peer group companies, including reinvestment of dividends, for the years ended December 31, [removed: 2020,] 2021, 2022, [removed: 2023] [added: 2023, 2024] and [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | | | | [removed: 2020 | | | | | |] 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | [added: 2025 | | |]

The following table summarizes the surrenders of our equity securities during the three months ended December 31, [removed: 2024:][added: 2025:]

| Three months ended December 31, [removed: 2024] [added: 2025] | | | [removed: 134,940] [added: 177,340] | | | | | | | | | | | | — | | | | | | | | |

The remaining share repurchase capacity under the program was $5.0 billion as of December 31, [removed: 2024.][added: 2025.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Bristol Myers Squibb | | | | | | $ | 102.88 | | | | | $ | 122.41 | | | | | $ | 90.40 | | | | | $ | 104.69 | | $ | 104.81 | |

| S&P 500 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | 196.16 | | |

| Peer Group | | | | | | 123.66 | | | | | | 136.99 | | | | | | 140.81 | | | | | | 152.13 | | | 198.36 | | |

| October 1 to 31, 2025 | | | 97,873 | | | | | | $ | 45.82 | | | | | — | | | | | | $ | 5,014 | |

| November 1 to 30, 2025 | | | 15,315 | | | | | | 46.09 | | | | | | — | | | | | | 5,014 | | |

| December 1 to 31, 2025 | | | 64,152 | | | | | | 50.30 | | | | | | — | | | | | | 5,014 | | |

From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023.

Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Bristol Myers Squibb | | | | | | $ | 100.41 | | | | | $ | 103.30 | | | | | $ | 122.91 | | | | | $ | 90.77 | | | | | $ | 105.12 | |

| S&P 500 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Peer Group | | | | | | 102.02 | | | | | | 125.57 | | | | | | 139.06 | | | | | | 141.88 | | | | | | 153.64 | | |

| October 1 to 31, 2024 | | | 79,154 | | | | | | $ | 53.57 | | | | | — | | | | | | $ | 5,014 | |

| November 1 to 30, 2024 | | | 28,401 | | | | | | 54.41 | | | | | | — | | | | | | 5,014 | | |

| December 1 to 31, 2024 | | | 27,385 | | | | | | 58.28 | | | | | | — | | | | | | 5,014 | | |

Following this authorization, the Board subsequently approved additional authorizations, including most recently, in February 2020, January and December 2021 and December 2023, in the amount $5.0 billion, $2.0 billion, $15.0 billion and $3.0 billion, respectively, to the share repurchase authorization.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net product sales | | | $ | [removed: 46,778] [added: 46,756] | | | | | $ | [removed: 43,778] [added: 46,778] | | | | | $ | [removed: 44,671] [added: 43,778] | |

| Alliance and other revenues | | | [removed: 1,522] [added: 1,438] | | | | | | [removed: 1,228] [added: 1,522] | | | | | | [removed: 1,488] [added: 1,228] | | |

| Total Revenues | | | [removed: 48,300] [added: 48,194] | | | | | | [removed: 45,006] [added: 48,300] | | | | | | [removed: 46,159] [added: 45,006] | | |

| Cost of products sold(a) | | | [removed: 13,968] [added: 13,936] | | | | | | [removed: 10,693] [added: 13,968] | | | | | | [removed: 10,137] [added: 10,693] | | |

| [removed: Marketing, selling] [added: Selling, general] and administrative | | | [removed: 8,414] [added: 7,267] | | | | | | [removed: 7,772] [added: 8,414] | | | | | | [removed: 7,814] [added: 7,772] | | |

| Research and development | | | [removed: 11,159] [added: 9,951] | | | | | | [removed: 9,299] [added: 11,159] | | | | | | [removed: 9,509] [added: 9,299] | | |

| Acquired IPRD | | | [removed: 13,373] [added: 3,721] | | | | | | [removed: 913] [added: 13,373] | | | | | | [removed: 815] [added: 913] | | |

| Amortization of acquired intangible assets | | | [removed: 8,872] [added: 3,317] | | | | | | [removed: 9,047] [added: 8,872] | | | | | | [removed: 9,595] [added: 9,047] | | |

| Other (income)/expense, net | | | [removed: 893] [added: 674] | | | | | | [removed: (1,158)] [added: 893] | | | | | | [removed: 576] [added: (1,158)] | | |

| Total Expenses | | | [removed: 56,679] [added: 38,866] | | | | | | [removed: 36,566] [added: 56,679] | | | | | | [removed: 38,446] [added: 36,566] | | |

| [removed: (Loss)/earnings] [added: Earnings/(Loss)] before income taxes | | | [removed: (8,379)] [added: 9,328] | | | | | | [removed: 8,440] [added: (8,379)] | | | | | | [removed: 7,713] [added: 8,440] | | |

| Income tax provision | | | [removed: 554] [added: 2,272] | | | | | | [removed: 400] [added: 554] | | | | | | [removed: 1,368] [added: 400] | | |

| Net [removed: (loss)/earnings] [added: earnings/(loss)] | | | [removed: (8,933)] [added: 7,055] | | | | | | [removed: 8,040] [added: (8,933)] | | | | | | [removed: 6,345] [added: 8,040] | | |

| Noncontrolling Interest | | | [removed: 15] [added: 2] | | | | | | 15 | | | | | | [removed: 18] [added: 15] | | |

| Net [removed: (loss)/earnings] [added: earnings/(loss)] attributable to BMS | | | $ | [removed: (8,948)] [added: 7,054] | | | | | $ | [removed: 8,025] [added: (8,948)] | | | | | $ | [removed: 6,327] [added: 8,025] | |

| [removed: (Loss)/Earnings] [added: Earnings/(Loss)] per common share: | | | | | | | | | | | | | | | | | |

| Basic | | | $ | [removed: (4.41)] [added: 3.47] | | | | | $ | [removed: 3.88] [added: (4.41)] | | | | | $ | [removed: 2.97] [added: 3.88] | |

| Diluted | | | [removed: (4.41)] [added: 3.46] | | | | | | [removed: 3.86] [added: (4.41)] | | | | | | [removed: 2.95] [added: 3.86] | | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: (LOSS)/INCOME][added: INCOME/(LOSS)]

| Net [removed: (loss)/earnings] [added: earnings/(loss)] | | | $ | [removed: (8,933)] [added: 7,055] | | | | | $ | [removed: 8,040] [added: (8,933)] | | | | | $ | [removed: 6,345] [added: 8,040] | |

| Derivatives qualifying as cash flow hedges | | | [removed: 374] [added: (340)] | | | | | | [removed: (230)] [added: 374] | | | | | | [removed: 54] [added: (230)] | | |

| Pension and postretirement benefits | | | [removed: 90] [added: 82] | | | | | | [removed: (115)] [added: 90] | | | | | | [removed: 145] [added: (115)] | | |

| Marketable debt securities | | | [removed: —] [added: 1] | | | | | | [removed: 2] [added: —] | | | | | | [removed: (2)] [added: 2] | | |

| Foreign currency translation | | | [removed: (156)] [added: (29)] | | | | | | [removed: 78] [added: (156)] | | | | | | [removed: (210)] [added: 78] | | |

| Total other comprehensive income/(loss) | | | [removed: 308] [added: (286)] | | | | | | [removed: (265)] [added: 308] | | | | | | [removed: (13)] [added: (265)] | | |

| Comprehensive [removed: (loss)/income] [added: income/(loss)] | | | [removed: (8,625)] [added: 6,769] | | | | | | [removed: 7,775] [added: (8,625)] | | | | | | [removed: 6,332] [added: 7,775] | | |

| Comprehensive [removed: income] [added: income/(loss)] attributable to noncontrolling interest | | | [removed: 15] [added: 2] | | | | | | 15 | | | | | | [removed: 18] [added: 15] | | |

| Comprehensive [removed: (loss)/income] [added: income/(loss)] attributable to BMS | | | $ | [removed: (8,640)] [added: 6,767] | | | | | $ | [removed: 7,760] [added: (8,640)] | | | | | $ | [removed: 6,314] [added: 7,760] | |

| ASSETS | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 10,346] [added: 10,209] | | | | | $ | [removed: 11,464] [added: 10,346] | |

| Marketable debt securities | | | [removed: 513] [added: 464] | | | | | | [removed: 816] [added: 513] | | |

| Receivables | | | [removed: 10,747] [added: 11,414] | | | | | | [removed: 10,921] [added: 10,747] | | |

| Inventories | | | [removed: 2,557] [added: 2,690] | | | | | | [removed: 2,662] [added: 2,557] | | |

| Other current assets | | | [removed: 5,617] [added: 4,613] | | | | | | [removed: 5,907] [added: 5,617] | | |

| Total Current assets | | | [removed: 29,780] [added: 29,390] | | | | | | [removed: 31,770] [added: 29,780] | | |

| Property, plant and equipment | | | [removed: 7,136] [added: 7,543] | | | | | | [removed: 6,646] [added: 7,136] | | |

| Goodwill | | | [removed: 21,719] [added: 21,754] | | | | | | [removed: 21,169] [added: 21,719] | | |

| Other intangible assets | | | [removed: 23,307] [added: 19,103] | | | | | | [removed: 27,072] [added: 23,307] | | |

| Deferred income taxes | | | [removed: 4,236] [added: 5,378] | | | | | | [removed: 2,768] [added: 4,236] | | |

| Net earnings/(loss) | | | $ | 7,055 | | | | | $ | (8,933) | | | | | $ | 8,040 | |

| Contingent consideration fair value adjustments | | | 351 | | | | | | — | | | | | | — | | |

Beginning in 2025, the financial statement line item "Marketing, Selling and Administrative" included in the 2024 Form 10-K was changed to "Selling, General and Administrative", and such nomenclature will be used by the Company going forward.

No changes were made to the corresponding definition.

Certain amounts in this 2025 Form 10-K may not sum due to rounding.

Percentages have been calculated using unrounded amounts.

In instances where the fair value option is elected, changes in fair value are recorded in Other (income)/expense.

| Acquired IPRD | | | $ | 3,721 | | | | | $ | 13,373 | | | | | $ | 913 | |

Refer to " — Note 7.

Income Taxes".

*Derivatives, Hedging and Revenue from Contracts with Customers*

In September 2025, the FASB issued amended guidance to refine the scope of derivative accounting and clarify the accounting for share-based noncash consideration from a customer in a revenue contract.

Among other provisions, the amendment excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties in the contract.

The Company is assessing the potential impact of the amended standard.

*Internal-Use Software*

In September 2025, the FASB issued amended guidance on internal-use software.

The guidance clarifies disclosure requirements and establishes new capitalization criteria based on management's authorization and funding commitment as well as the probability that a project will be completed and used for its intended function.

The amended guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods.

The Company is assessing the potential impact of the amended standard.

Early adoption is permitted.

| Net product sales | | | $ | 46,756 | | | | | $ | 46,778 | | | | | $ | 43,778 | |

| Dollars in millions | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net product sales | | | $ | 46,756 | | | | | $ | 46,778 | | | | | $ | 43,778 | |

(b) Includes U.S. GTN adjustments of $38.0 billion in 2025, $33.6 billion in 2024 and $26.9 billion in 2023.

Each arrangement is assessed to determine whether performance obligations are distinct and whether those obligations are satisfied at a point in time or over time.

| Dollars in millions | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| *Opdivo Qvantig* | | | 238 | | | | | | — | | | | | | — | | |

| Other Growth products(a) | | | 1,924 | | | | | | 1,643 | | | | | | 1,212 | | |

| Total Revenues | | | $ | 48,194 | | | | | $ | 48,300 | | | | | $ | 45,006 | |

| Total Revenues | | | $ | 48,194 | | | | | $ | 48,300 | | | | | $ | 45,006 | |

| Dollars in millions | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Alliance revenues | | | 447 | | | | | | 479 | | | | | | 608 | | |

| Dollars in millions | | | 2025 | | | | | | 2024 | | |

BioNTech

In June 2025, BMS and BioNTech entered into a global strategic collaboration for the co-development and co-commercialization of pumitamig (BNT327/BMS986545), a bispecific antibody targeting PD-L1 and VEGF-A, which is currently being evaluated in several indications, including in CRC, ES-SCLC, NSCLC and TNBC.

The companies will jointly develop and commercialize pumitamig as monotherapy and in combination with other assets.

Both companies also have the right to independently develop pumitamig in further indications and combinations, including combinations of pumitamig with proprietary pipeline assets.

Subject to certain exceptions, BMS and BioNTech will share equally in global profits and losses.

BMS made an upfront payment to BioNTech of $1.5 billion, which was recorded as Acquired IPRD during 2025.

BioNTech will also receive $2.0 billion in aggregate of anniversary payments, which will be payable beginning in 2026 through 2028, provided that there is no prior termination of the agreement by BMS, and up to $7.6 billion of contingent development, regulatory and sales-based milestones.

*Segment Reporting*

In November 2023, the FASB issued amended guidance for improvements to reportable segment disclosures.

The revised guidance requires that a public entity disclose significant segment expenses regularly reviewed by the chief operating decision maker (CODM), including public entities with a single reportable segment.

The expected value method is used to estimate royalties because a broad range of potential outcomes exist, except for instances in which such royalties relate to a license.

Except for certain product supply obligations which are considered distinct and accounted for as separate performance obligations similar to the manner discussed above, all other performance obligations are not considered distinct and are combined into a single performance obligation since the transferred rights are highly integrated and interrelated to the obligation to jointly develop and commercialize the product with the third party.

As a result, upfront fees are recognized ratably over time throughout the expected period of the collaboration activities and included in Other (income)/expense, net as the license is combined with other development and commercialization obligations.

| *Augtyro* | | | 38 | | | | | | 1 | | | | | | — | | |

| Other Growth products(a) | | | 1,605 | | | | | | 1,211 | | | | | | 1,092 | | |

Beginning in 2024, Puerto Rico revenues are included in International revenues.

Prior period amounts have been reclassified to conform to the current presentation.

BMS and 2seventy bio jointly develop and commercialize novel disease-altering gene therapy product candidates targeting BCMA.

The collaboration includes (i) a right for BMS to license any anti-BCMA products resulting from the collaboration, (ii) a right for 2seventy bio to participate in the development and commercialization of any licensed products resulting from the collaboration through a 50/50 co-development and profit share in the U.S. in exchange for a reduction of milestone payments, and (iii) sales-based milestones and royalties payable to 2seventy bio upon the commercialization of any licensed products resulting from the collaboration should 2seventy bio decline to exercise their co-development and profit sharing rights.

BMS exercised its option to license idecabtagene vicleucel (*Abecma*) in 2016 and 2seventy bio elected to participate in development and commercialization of *Abecma* in the U.S. in 2018.

The terms of the collaboration have since been amended to transfer substantially all manufacturing obligations to BMS and eliminate ex-U.S. milestones and royalties payable to 2seventy bio for *Abecma*.

In 2021, the FDA approved *Abecma* for the treatment of relapsed or refractory multiple myeloma.

Net product sales of *Abecma* in the U.S. were $242 million, $358 million and $297 million; and the related profit sharing costs were $43 million, $109 million and $49 million in 2024, 2023 and 2022, respectively.

Cost reimbursements were not material.

Eisai

In 2024, BMS and Eisai agreed to end the global strategic collaboration for the co-development and co-commercialization of MORAb-202 due to the ongoing portfolio prioritization efforts within BMS.

All rights and obligations for MORAb-202 were transferred to Eisai, and BMS is to receive $90 million as part of the termination, which was included in Other (income)/expense, net during the twelve months ended December 31, 2024, of which $85 million was received during the third quarter of 2024.

Asset Acquisition

*Cobenfy* is also in registrational trials for both adjunctive therapy to existing standard of care agents in schizophrenia and the treatment of psychosis in patients with Alzheimer’s Disease.

| Total consideration allocated | | | $ | 13,793 | |

| Intangible assets | | | 100 | | |

| Deferred income tax asset | | | 542 | | |

| Total identifiable assets acquired, net | | | 1,671 | | |

| Acquired IPRD expense | | | 12,122 | | |

*Business Combinations*

| Total consideration allocated | | | $ | 3,873 | |

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values summarized below:

| Dollars in millions | | | Purchase Price Allocation | | |

| Cash and cash equivalents | | | $ | 501 | |

| Intangible assets | | | 3,700 | | |

| Deferred income tax asset | | | 81 | | |

| Deferred income tax liability | | | (798) | | |

| Other liabilities | | | (109) | | |

| Identifiable net assets acquired | | | $ | 3,445 | |

| Goodwill | | | 428 | | |

Intangible assets included $1.7 billion of indefinite-lived IPRD and $2.0 billion of R&D technology.

The estimated fair values for the indefinite-lived IPRD asset and the R&D technology were determined using an income approach valuation method.

As of December 31, [removed: 2024,] [added: 2025,] management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this [removed: 2024] [added: 2025] Form 10-K.

Based on this evaluation, management has concluded that as of December 31, [removed: 2024,] [added: 2025,] such disclosure controls and procedures were effective.

Under the supervision and with the participation of management, including the chief executive officer and chief financial officer, management assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the framework in “Internal Control—Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective at December 31, [removed: 2024] [added: 2025] to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with United States generally accepted accounting principles.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s financial statements included in this report on this [removed: 2024] [added: 2025] Form 10-K and issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which is included herein.

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fourth quarter of [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated an active "Rule 10b5-1 trading [added: arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.]

arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

We have audited the internal control over financial reporting of Bristol-Myers Squibb Company and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 12, 2025,] [added: 11, 2026,] expressed an unqualified opinion on those financial statements.

February 11, 2026

February 12, 2025

(a)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section "Who [removed: We] [added: Our Directors] Are: [removed: 2024] [added: 2026] Director Nominees" with respect to information relating to our Directors, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(b)The information required by Item 10 with respect to our Executive Officers has been included in Part IA of this [removed: 2024] [added: 2025] Form 10-K in reliance on General Instruction G of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(c)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We Govern] [added: Our Board Governs] and [removed: Are] [added: Is] Governed – Codes of Conduct” with respect to our code of ethics, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(d)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We] [added: Our Directors] Are Selected and Elected – Director Succession Planning and Identification of Board Candidates – Shareholder Nominations for Director” with respect to procedures by which shareholders can recommend nominees to our board of directors, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(e)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We Are] [added: Our Board Is] Organized – Committees of Our Board” with respect to our audit committee, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(f)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We Govern] [added: Our Board Governs] and [removed: Are] [added: Is] Governed – Codes of Conduct” with respect to information relating to our insider trading policy, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10.

(a)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “Executive Compensation,” which is incorporated herein by reference and made a part hereof in response to the information required by Item 11, except that the information under “Executive Compensation – Pay Versus Performance” will not be deemed to be incorporated by reference herein.

(a)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement “Voting Securities and Principal Holders – Common Stock Ownership by Directors and Executive Officers” with respect to the security ownership of certain beneficial owners and management, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12.

(b)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “Items To Be Voted Upon – Equity Compensation Plan Information” with respect to the securities authorized for issuance under equity compensation plans, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12.

(a)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We Govern] [added: Our Board Governs] and [removed: Are] [added: Is] Governed – Related Party Transactions” with respect to certain relationships and related transactions, which is incorporated herein by reference and made a part hereof in response to the information required by Item 13.

(b)Reference is made to our [removed: 2025] [added: 2026] Proxy Statement section “How [removed: We] [added: Our Directors] Are Selected and Elected – Director Independence” with respect to director independence, which is incorporated herein by reference and made a part hereof in response to the information required by Item 13.

Reference is made to our [removed: 2025] [added: 2026] Proxy Statement sections “Items To Be Voted Upon – Audit and Non-Audit Fees” and “Items To Be Voted Upon – Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm” with respect to the aggregate fees billed to us and services provided by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), which are incorporated herein by reference and made a part hereof in response to the information required by Item 14.

| | | | [Consolidated Statements of Earnings and Comprehensive [removed: Income](#i108122c74c1d499c8dfc549b508b40bd_202)] [added: Income](#i08b71d6222a94e749461e6dfe41d7007_202)] | | | [removed: [75](#i108122c74c1d499c8dfc549b508b40bd_202)] [added: [73](#i08b71d6222a94e749461e6dfe41d7007_202)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i108122c74c1d499c8dfc549b508b40bd_205)] [added: Sheets](#i08b71d6222a94e749461e6dfe41d7007_205)] | | | [removed: [76](#i108122c74c1d499c8dfc549b508b40bd_205)] [added: [74](#i08b71d6222a94e749461e6dfe41d7007_205)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i108122c74c1d499c8dfc549b508b40bd_208)] [added: Flows](#i08b71d6222a94e749461e6dfe41d7007_208)] | | | [removed: [77](#i108122c74c1d499c8dfc549b508b40bd_208)] [added: [75](#i08b71d6222a94e749461e6dfe41d7007_208)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i108122c74c1d499c8dfc549b508b40bd_211)] [added: Statements](#i08b71d6222a94e749461e6dfe41d7007_211)] | | | [removed: [78](#i108122c74c1d499c8dfc549b508b40bd_211)] [added: [76](#i08b71d6222a94e749461e6dfe41d7007_211)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i108122c74c1d499c8dfc549b508b40bd_298)] [added: Firm](#i08b71d6222a94e749461e6dfe41d7007_292)] | | | [removed: [123](#i108122c74c1d499c8dfc549b508b40bd_298)] [added: [120](#i08b71d6222a94e749461e6dfe41d7007_292)] | | |

The information called for by this Item is incorporated herein by reference to the Exhibit Index in this [removed: 2024] [added: 2025] Form 10-K.

| (b) | | | [Exhibits Required to be filed by Item 601 of Regulation [removed: S-K](#i108122c74c1d499c8dfc549b508b40bd_349)] [added: S-K](#i08b71d6222a94e749461e6dfe41d7007_343)] | | | [removed: [133](#i108122c74c1d499c8dfc549b508b40bd_349)] [added: [130](#i08b71d6222a94e749461e6dfe41d7007_343)] | | |

The information called for by this Item is incorporated herein by reference to the Exhibit Index in this 2025 Form 10-K.

| Date: February [removed: 12, 2025] [added: 11, 2026] | | | | | | | | |

| /s/ CHRISTOPHER BOERNER, Ph.D. | | | | | | Chair of the Board and Chief Executive Officer | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ DAVID V. ELKINS | | | | | | Chief Financial Officer | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ PHIL M. HOLZER | | | | | | Senior Vice President and Corporate Controller | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ PETER J. ARDUINI | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ DEEPAK L. BHATT. M.D. MPH [added: MBA] | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| (Deepak L. Bhatt, M.D. [removed: MPH)] [added: MPH MBA)] | | | | | | | | | | | | | | |

| /s/ JULIA A. HALLER, M.D. | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ MICHAEL R. MCMULLEN | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ MANUEL HIDALGO MEDINA, M.D., Ph.D. | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ PAULA A. PRICE | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ THEODORE R. SAMUELS | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ KAREN H. VOUSDEN, Ph.D. | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

| /s/ PHYLLIS R. YALE | | | | | | Director | | | | | | February [removed: 12, 2025] [added: 11, 2026] | | |

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this [removed: 2024] [added: 2025] Form 10-K, unless the context otherwise indicates.

Throughout this [removed: 2024] [added: 2025] Form 10-K, we have used terms which are defined below:

| [removed: 2024] [added: 2025] Form 10-K | | | Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] | | | [removed: MAA] [added: MDS] | | | [removed: Marketing Authorization Application] [added: myelodysplastic syndromes] | | |

| 2021 Plan | | | 2021 Stock Award and Incentive Plan | | | [removed: MCL] [added: Merck] | | | [removed: mantle cell lymphoma] [added: Merck & Co., Inc.] | | |

| 340B Program | | | 340B Drug Pricing Program | | | [removed: MDS] [added: Mirati] | | | [removed: myelodysplastic syndromes] [added: Mirati Therapeutics, Inc.] | | |

| 2024 Senior Unsecured Notes | | | Aggregate principal amount of $13.0 billion of unsecured senior notes issued by BMS in February 2024 | | | [removed: Merck] [added: MIUC] | | | [removed: Merck & Co., Inc.] [added: muscle-invasive urothelial carcinoma] | | |

| AbbVie | | | AbbVie Inc. | | | [removed: MF] [added: MM] | | | [removed: myelofibrosis] [added: multiple myeloma] | | |

| aGVHD | | | acute graft-versus-host disease | | | [removed: MPM] [added: MS] | | | [removed: Malignant Pleural Mesothelioma] [added: Multiple Sclerosis] | | |

| [removed: Amylin] [added: Amgen] | | | [removed: Amylin Pharmaceuticals,] [added: Amgen] Inc. | | | MSI-High | | | microsatellite instability-high | | |

| ANDA | | | abbreviated New Drug Application | | | [removed: MyoKardia] [added: NAV] | | | [removed: MyoKardia, Inc.] [added: net asset value] | | |

| ASC | | | Accounting Standards Codification | | | [removed: NAV] [added: NCTI] | | | [removed: net asset value] [added: Net CFC Testing Income] | | |

| [removed: Biogen] [added: BioNTech] | | | [removed: Biogen, Inc.] [added: BioNTech SE] | | | Novartis | | | Novartis Pharmaceutical Corporation | | |

| [removed: Biohaven] [added: BLA] | | | [removed: Biohaven Pharmaceutical Holding Company Ltd.] [added: Biologics License Application] | | | NSCLC | | | non-small cell lung cancer | | |