Item 16. FORM 10-K SUMMARY.

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Item 16. FORM 10-K SUMMARY.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRISTOL-MYERS SQUIBB COMPANY (Registrant)
By/s/ CHRISTOPHER BOERNER, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer
Date: February 11, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ CHRISTOPHER BOERNER, Ph.D.Chair of the Board and Chief Executive OfficerFebruary 11, 2026
(Christopher Boerner, Ph.D.)(Principal Executive Officer)
/s/ DAVID V. ELKINSChief Financial OfficerFebruary 11, 2026
(David V. Elkins)(Principal Financial Officer)
/s/ PHIL M. HOLZERSenior Vice President and Corporate ControllerFebruary 11, 2026
(Phil M. Holzer)(Principal Accounting Officer)
/s/ PETER J. ARDUINIDirectorFebruary 11, 2026
(Peter J. Arduini)
/s/ DEEPAK L. BHATT. M.D. MPH MBADirectorFebruary 11, 2026
(Deepak L. Bhatt, M.D. MPH MBA)
/s/ JULIA A. HALLER, M.D.DirectorFebruary 11, 2026
(Julia A. Haller, M.D.)
/s/ MICHAEL R. MCMULLENDirectorFebruary 11, 2026
(Michael R. McMullen)
/s/ MANUEL HIDALGO MEDINA, M.D., Ph.D.DirectorFebruary 11, 2026
(Manuel Hidalgo Medina, M.D., Ph.D.)
/s/ PAULA A. PRICEDirectorFebruary 11, 2026
(Paula A. Price)
/s/ DERICA W. RICEDirectorFebruary 11, 2026
(Derica W. Rice)
/s/ THEODORE R. SAMUELSDirectorFebruary 11, 2026
(Theodore R. Samuels)
/s/ KAREN H. VOUSDEN, Ph.D.DirectorFebruary 11, 2026
(Karen H. Vousden, Ph.D.)
/s/ PHYLLIS R. YALEDirectorFebruary 11, 2026
(Phyllis R. Yale)

SUMMARY OF ABBREVIATED TERMS

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 2025 Form 10-K, unless the context otherwise indicates. Throughout this 2025 Form 10-K, we have used terms which are defined below:

2025 Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 2025MDSmyelodysplastic syndromes
2021 Plan2021 Stock Award and Incentive PlanMerckMerck & Co., Inc.
2seventy bio2seventy bio, Inc.MFmyelofibrosis
340B Program340B Drug Pricing ProgramMiratiMirati Therapeutics, Inc.
2024 Senior Unsecured NotesAggregate principal amount of $13.0 billion of unsecured senior notes issued by BMS in February 2024MIUCmuscle-invasive urothelial carcinoma
AbbVieAbbVie Inc.MMmultiple myeloma
ADCantibody-drug conjugateMPMMalignant Pleural Mesothelioma
aGVHDacute graft-versus-host diseaseMSMultiple Sclerosis
AmgenAmgen Inc.MSI-Highmicrosatellite instability-high
AMLacute myeloid leukemiaMyoKardiaMyoKardia, Inc.
AmylinAmylin Pharmaceuticals, Inc.MZLmarginal zone lymphoma
ANDAabbreviated New Drug ApplicationNAVnet asset value
ASCAccounting Standards CodificationNCTINet CFC Testing Income
ASRAccelerated Share RepurchaseNDANew Drug Application
AstraZenecaAstraZeneca PLCNDMMnewly diagnosed multiple myeloma
BCLB-cell lymphomaNimbusNimbus Therapeutics, LLC
BCMAB-cell maturation antigenNKTnatural killer T
BioNTechBioNTech SENovartisNovartis Pharmaceutical Corporation
BLABiologics License ApplicationNSCLCnon-small cell lung cancer
CAR-TChimeric Antigen Receptor T cellsNTDnon-transfusion-dependent
CelgeneCelgene Corporation acquired by BMS on November 20, 2019NVAFnon-valvular atrial fibrillation
CERCLAU.S. Comprehensive Environmental Response, Compensation and Liability ActOBBBAOne, Big, Beautiful Bill Act
CFCControlled Foreign CorporationOCEOncology Center of Excellence
CGDPCoverage Gap Discount ProgramOECDOrganization for Economic Co-operation and Development
cGMPcurrent Good Manufacturing PracticesoHCMobstructive hypertrophic cardiomyopathy
cHLclassical Hodgkin LymphomaOIGOffice of Inspector General of the U.S. Department of Health and Human Services
CHMPCommittee for Medicinal Products for Human UseOnoOno Pharmaceutical Co., Ltd.
CLLChronic lymphocytic leukemiaOrbitalOrbital Therapeutics
CMLchronic myeloid leukemiaOtsukaOtsuka Pharmaceutical Co., Ltd.
COMComposition of MatterPBMsPharmacy Benefit Managers
COSOCommittee of Sponsoring Organizations of the Treadway CommissionPCAOBPublic Company Accounting Oversight Board
CRCcolorectal carcinomaPD-1programmed death receptor-1
DLBCLdiffuse large B-cell lymphomaPDACpancreatic ductal adenocarcinoma
dMMRdeficient DNA mismatch repairPDMAPrescription Drug Marketing Act
DSADistribution Services AgreementPDUFAPrescription Drug User Fee Act
ECEuropean CommissionPfizerPfizer, Inc.
EGFRestimated glomerular filtration ratePhilochemPhiloche AG
EMAEuropean Medicines AgencyPPFprogressive pulmonary fibrosis
EPSearnings per shareProthenaProthena Corporation
ESAerythoropoiesis-stimulating agentPRPpotentially responsible party
ES-SCLCextensive stage SCLCPsApsoriatic arthritis
EUexcept as otherwise noted, EU refers to the countries that are members of the European Union plus the United KingdomPTRpatent term restoration
EvotecEvotec SER&Dresearch and development
Exchange Actthe Securities Exchange Act o 1934RArheumatoid arthritis
FASBFinancial Accounting Standards BoardRayzeBioRayzeBio, Inc.
FDAU.S. Food and Drug AdministrationRCCrenal cell carcinoma
FDIIForeign-Derived Intangible IncomeRegeneronRegeneron Pharmaceuticals, Inc.
FLfollicular lymphomaREMSRisk Evaluation and Mitigation Strategy
GAAPU.S. generally accepted accounting principlesRocheRoche Holding AG
GEP-NETsgastroenteropancreatic neuroendocrine tumorsROS1c-ros oncogene 1
GileadGilead Sciences, Inc.R/R AMLrelapsed/refractory acute myeloid leukemia
GILTIglobal intangible low taxed incomeR/R cHLrelapsed/refractory classical Hodgkin Lymphoma
GlaxoSmithKlineGlaxoSmithKline PLCRRMMrelapsed/refractory multiple myeloma
GTNgross-to-netRSring sideroblast
HalozymeHalozyme Therapeutics, Inc.SandozSandoz Inc.
HCChepatocellular carcinomaSanofiSanofi S.A.
HCMhypertrophic cardiomyopathySECU.S. Securities and Exchange Commission
IOimmuno-oncologySLEsystemic lupus erythematosus
IPFidiopathic pulmonary fibrosisSLLsmall lymphocytic lymphoma
IPRDin-process research and developmentSOFRSecured Overnight Financing Rate
IRAInflation Reduction Act of 2022SPCSupplementary Protection Certificate
IRSInternal Revenue ServicesSScSystemic sclerosis
JIAJuvenile Idiopathic ArthritisSystImmuneSystImmune, Inc.
KarunaKaruna Therapeutics, Inc.TCJAthe Tax Cuts and Jobs Act of 2017
LBCLlarge BCLTDtransfusion-dependent
LillyEli Lilly and CompanyTNBCtriple-negative breast cancer
LDDLigand Directed DegraderUCulcerative colitis
MAAMarketing Authorization ApplicationUKUnited Kingdom
MCLmantle cell lymphomaU.S.United States
MCOManaged Care OrganizationVATvalue added tax
mCRPCmetastatic castration-resistant prostate cancerWTOWorld Trade Organization

EXHIBIT INDEX

The Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K. The Exhibits designated by the symbol ‡‡ are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. The symbol ‡ in the Page column indicates that the Exhibit has been previously filed with the Commission and is incorporated herein by reference. Unless otherwise indicated, all Exhibits are part of Commission File Number 1-1136.

Exhibit No.DescriptionPage No
2.Agreement and Plan of Merger, dated as of January 2, 2019, among Bristol-Myers Squibb Company, Burgundy Merger Sub, Inc. and Celgene Corporation (incorporated herein by reference to Exhibit 2.1 to the Form 8-K dated January 2, 2019 and filed on January 4, 2019).†‡
3a.Amended and Restated Certificate of Incorporation of Bristol-Myers Squibb Company, as further amended (incorporated herein by reference to Exhibit 3a to the Form 10-Q for the quarterly period ended June 30, 2024).‡
3b.Bylaws of Bristol-Myers Squibb Company, as amended as of May 4, 2021 (incorporated herein by reference to Exhibit 3b to the Form 8-K dated and filed on May 4, 2021).‡
4a.Description of Bristol-Myers Squibb Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)E-4-1
4b.Indenture, dated as of June 1, 1993, between Bristol-Myers Squibb Company and JPMorgan Chase Bank (as successor trustee to The Chase Manhattan Bank (National Association)) (incorporated herein by reference to Exhibit 4a to the registration statement on Form S-3 dated April 28, 2008 and filed on April 28, 2008).‡
4c.Form of 6.80% Debenture due 2026 of Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 4e to the Form 10-K for the fiscal year ended December 31, 1996).‡
4d.Form of 6.875% Debenture due 2097 of Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 4f to the Form 10-Q for the quarterly period ended September 30, 1997).‡
4e.Specimen Certificate of Common Stock (incorporated herein by reference to Exhibit 4s to the Form 10-K for the fiscal year ended December 31, 2003).‡
4f.Form of Fourth Supplemental Indenture between Bristol-Myers Squibb Company and The Bank of New York, as Trustee, to the indenture dated June 1, 1993 (incorporated herein by reference to Exhibit 4r to the Form 8-K dated November 20, 2006 and filed on November 27, 2006).‡
4g.Form of 5.875% Notes due 2036 (incorporated herein by reference to Exhibit 4s to the Form 8-K dated November 20, 2006 and filed November 27, 2006).‡
4h.Form of Fifth Supplemental Indenture between Bristol-Myers Squibb Company and The Bank of New York, as Trustee, to the indenture dated June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated May 1, 2008 and filed on May 7, 2008).‡
4i.Form of 6.125% Notes due 2038 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated May 1, 2008 and filed on May 7, 2008).‡
4j.Form of Sixth Supplemental Indenture between Bristol-Myers Squibb Company and The Bank of New York, as Trustee, to the indenture dated June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated July 26, 2012 and filed on July 31, 2012).‡
4k.Form of 3.250% Notes Due 2042 (incorporated herein by reference to Exhibit 4.4 to the Form 8-K dated July 26, 2012 and filed on July 31, 2012).‡
4l.Seventh Supplemental Indenture, dated as of October 31, 2013, between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on October 31, 2013).‡
4m.Form of 4.500% Notes Due 2044 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on October 31, 2013).‡
4n.Eighth Supplemental Indenture, dated as of May 5, 2015, between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on May 5, 2015).‡
4o.Form of €575,000,000 1.750% Notes Due 2035 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated and filed on May 5, 2015).‡
4p.Ninth Supplemental Indenture, dated as of February 27, 2017, between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on February 27, 2017).‡
4q.Form of $750,000,000 3.250% Notes due 2027 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated and filed on February 27, 2017).‡
4r.Tenth Supplemental Indenture, dated as of May 16, 2019, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on May 16, 2019).‡
4s.Form of $2,250,000,000 3.200% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.7 to the Form 8-K dated and filed on May 16, 2019).‡
4t.Form of $4,000,000,000 3.400% Senior Notes due 2029 (incorporated herein by reference to Exhibit 4.8 to the Form 8-K dated and filed on May 16, 2019).‡
4u.Form of $2,000,000,000 4.125% Senior Notes due 2039 (incorporated herein by reference to Exhibit 4.9 to the Form 8-K dated and filed on May 16, 2019).‡
4v.Form of $3,750,000,000 4.250% Senior Notes due 2049 (incorporated herein by reference to Exhibit 4.10 to the Form 8-K dated and filed on May, 16, 2019).‡
4w.Eleventh Supplemental Indenture, dated as of November 22, 2019, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on November 22, 2019).‡
4x.Form of 3.450% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.13 to the Form 8-K dated and filed on November 22, 2019).‡
4y.Form of 3.900% Senior Notes due 2028 (incorporated herein by reference to Exhibit 4.14 to the Form 8-K dated and filed on November 22, 2019).‡
4z.Form of 5.700% Senior Notes due 2040 (incorporated herein by reference to Exhibit 4.15 to the Form 8-K dated and filed on November 22, 2019).‡
4aa.Form of 5.250% Senior Notes due 2043 (incorporated herein by reference to Exhibit 4.16 to the Form 8-K dated and filed on November 22, 2019).‡
4bb.Form of 4.625% Senior Notes due 2044 (incorporated herein by reference to Exhibit 4.17 to the Form 8-K dated and filed on November 22, 2019).‡
4cc.Form of 5.000% Senior Notes due 2045 (incorporated herein by reference to Exhibit 4.18 to the Form 8-K dated and filed on November 22, 2019).‡
4dd.Form of 4.350% Senior Notes due 2047 (incorporated herein by reference to Exhibit 4.19 to the Form 8-K dated and filed on November 22, 2019).‡
4ee.Form of 4.550% Senior Notes due 2048 (incorporated herein by reference to Exhibit 4.20 to the Form 8-K dated and filed on November 22, 2019).‡
4ff.Twelfth Supplemental Indenture, dated as of November 13, 2020, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on November 13, 2020).‡
4gg.Form of $1,000,000,000 1.125% Notes due 2027 (incorporated herein by reference to Exhibit 4.4 to the Form 8-K dated and filed on November 13, 2020).‡
4hh.Form of $1,250,000,000 1.450% Notes due 2030 (incorporated herein by reference to Exhibit 4.5 to the Form 8-K dated and filed on November 13, 2020).‡
4ii.Form of $750,000,000 2.350% Notes due 2040 (incorporated herein by reference to Exhibit 4.6 to the Form 8-K dated and filed on November 13, 2020).‡
4jj.Form of $1,500,000,000 2.550% Notes due 2050 (incorporated herein by reference to Exhibit 4.7 to the Form 8-K dated and filed on November 13, 2020).‡
4kk.Thirteenth Supplemental Indenture, dated as of March 2, 2022, by and between Bristol-Myers Squibb Company and the Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on March 2, 2022).‡
4ll.Form of $1,750,000,000 2.950% Notes due 2032 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated and filed on March 2, 2022).‡
4mm.Form of $1,250,000,000 3.550% Notes due 2042 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated and filed on March 2, 2022).‡
4nn.Form of $2,000,000,000 3.700% Notes due 2052 (incorporated herein by reference to Exhibit 4.4 to the Form 8-K dated and filed on March 2, 2022).‡
4oo.Form of $1,000,000,000 3.900% Notes due 2062 (incorporated herein by reference to Exhibit 4.5 to the Form 8-K dated and filed on March 2, 2022).‡
4pp.Fourteenth Supplemental Indenture, dated as of November 13, 2023, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on November 13, 2023).‡
4qq.Form of $1,000,000,000 5.750% Notes due 2031 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated and filed on November 13, 2023).‡
4rr.Form of $1,000,000,000 5.900% Notes due 2033 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated and filed on November 13, 2023).‡
4ss.Form of $1,250,000,000 6.250% Notes due 2053 (incorporated herein by reference to Exhibit 4.4 to the Form 8-K dated and filed on November 13, 2023).‡
4tt.Form of $1,250,000,000 6.400% Notes due 2063 (incorporated herein by reference to Exhibit 4.5 to the Form 8-K dated and filed on November 13, 2023).‡
4uu.Fifteenth Supplemental Indenture, dated as of February 22, 2024, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K dated and filed on February 22, 2024).‡
4vv.Form of $500,000,000 Floating Rate Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated and filed on February 22, 2024).‡
4ww.Form of $1,750,000,000 4.900% Notes due 2029 (incorporated herein by reference to Exhibit 4.5 to the Form 8-K dated and filed on February 22, 2024).‡
4xx.Form of $1,250,000,000 5.100% Notes due 2031 (incorporated herein by reference to Exhibit 4.6 to the Form 8-K dated and filed on February 22, 2024).‡
4yy.Form of $2,500,000,000 5.200% Notes due 2034 (incorporated herein by reference to Exhibit 4.7 to the Form 8-K dated and filed on February 22, 2024).‡
4zz.Form of $500,000,000 5.500% Notes due 2044 (incorporated herein by reference to Exhibit 4.8 to the Form 8-K dated and filed on February 22, 2024).‡
4aaa.Form of $2,750,000,000 5.550% Notes due 2054 (incorporated herein by reference to Exhibit 4.9 to the Form 8-K dated and filed on February 22, 2024).‡
4bbb.Form of $1,750,000,000 5.650% Notes due 2064 (incorporated herein by reference to Exhibit 4.10 to the Form 8-K dated and filed on February 22, 2024).‡
4ccc.Indenture, dated as of October 31, 2025, by and among BMS Ireland Capital Funding Designated Activity Company, Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee (incorporated herein by reference to Exhibit 4c to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration Nos. 333-283810 and 333-283810-01)).‡
4ddd.First Supplemental Indenture, dated as of November 10, 2025, by and among BMS Ireland Capital Funding Designated Activity Company, Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of October 31, 2025 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated and filed November 10, 2025).‡
4eee.Form of €750,000,000 2.973% Notes due 2030 (incorporated herein by reference to Exhibit 4.3 to the Form 8-K dated and filed November 10, 2025).‡
4fff.Form of €1,150,000,000 3.363% Notes due 2033 (incorporated herein by reference to Exhibit 4.4 to the Form 8-K dated and filed November 10, 2025).‡
4ggg.Form of €1,150,000,000 3.857% Notes due 2038 (incorporated herein by reference to Exhibit 4.5 to the Form 8-K dated and filed November 10, 2025).‡
4hhh.Form of €750,000,000 4.289% Notes due 2045 (incorporated herein by reference to Exhibit 4.6 to the Form 8-K dated and filed November 10, 2025).‡
4iii.Form of €1,200,000,000 4.581% Notes due 2055 (incorporated herein by reference to Exhibit 4.7 to the Form 8-K dated and filed November 10, 2025).‡
4jjj.Assignment, Assumption, and Amendment Agreement, dated as of November 20, 2019, among Bristol-Myers Squibb Company, Celgene Corporation, American Stock Transfer & Trust Company, LLC and Equiniti Trust Company (incorporated herein by reference to Exhibit 4.2 to the Form 8-K dated and filed on November 20, 2019).‡
‡‡10a.SEC Consent Order (incorporated herein by reference to Exhibit 10s to the Form 10-Q for the quarterly period ended September 30, 2004).‡
‡‡10b.Amended and Restated Co-Development and Co-Promotion Agreement (Apixaban) by and between Bristol-Myers Squibb Company and Pfizer, Inc. dated April 26, 2007 as amended and restated as of August 23, 2007 (incorporated herein by reference to Exhibit 10c to the Form 10-Q for the quarterly period ended June 30, 2016).†‡
‡‡10c.Second Amendment to Amended and Restated Co-Development and Co-Promotion Agreement (Apixaban) by and between Bristol-Myers Squibb Company and Pfizer, Inc. dated as of March 15, 2012 (incorporated herein by reference to Exhibit 10d to the Form 10-Q for the quarterly period ended June 30, 2016).†‡
‡‡10d.Fourth Amendment to Amended and Restated Co-Development and Co-Promotion Agreement (Apixaban) by and between Bristol-Myers Squibb Company and Pfizer, Inc. dated as of May 18, 2015 (incorporated herein by reference to Exhibit 10e to the Form 10-Q for the quarterly period ended June 30, 2016).†‡
‡‡10e.Bristol-Myers Squibb Company 2012 Stock Award and Incentive Plan, effective as of May 1, 2012 (incorporated herein by reference to Exhibit B to the 2012 Proxy Statement dated March 20, 2012).‡
‡‡10f.Form of 2023-2025 Performance Share Units Award Agreement under the 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10i to the Form 10-K for the fiscal year ended December 31, 2022)‡
‡‡10g.Form of 2024-2026 Performance Share Units Award Agreement under the 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10i to the Form 10-K for the fiscal year ended December 31, 2023).‡
‡‡10h.Form of Restricted Stock Units Agreement with four year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10w to the Form 10-K for the fiscal year ended December 31, 2021).‡
‡‡10i.Form of Market Share Units Agreement under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10aa to the Form 10-K for the fiscal year ended December 31, 2021).‡
‡‡10j.Form of Restricted Stock Units Agreement with four year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10w to the Form 10-K for the fiscal year ended December 31, 2022).‡
‡‡10k.Form of Restricted Stock Units Agreement with three year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10x to the Form 10-K for the fiscal year ended December 31, 2022).‡
‡‡10l.Form of Restricted Stock Units Agreement with one-year cliff vesting with a two-year post-vest holding period under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10z to the Form 10-K for the fiscal year ended December 31, 2022).‡
‡‡10m.Form of Market Share Units Agreement under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10aa to the Form 10-K for the fiscal year ended December 31, 2022).‡
‡‡10n.Form of Restricted Stock Units Agreement with four year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10cc to the Form 10-K for the fiscal year ended December 31, 2023).‡
‡‡10o.Form of Restricted Stock Units Agreement with three year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10dd to the Form 10-K for the fiscal year ended December 31, 2023).‡
‡‡10p.Form of Restricted Stock Units Agreement with one-year cliff vesting with a two-year post-vest holding period under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10ff to the Form 10-K for the fiscal year ended December 31, 2023).‡
‡‡10q.Form of Market Share Units Agreement under the 2021 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10gg to the Form 10-K for the fiscal year ended December 31, 2023).‡
‡‡10r.Form of 2025 Performance Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10a to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10s.Form of 2025 Market Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10b to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10t.Form of 2025 Restricted Stock Units Award Agreement with three-year, four-year, or five-year prorated vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10c to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10u.Form of 2025 Restricted Stock Units Award Agreement with three-year cliff vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10d to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10v.Form of 2025 Restricted Stock Units Award Agreement with two-year cliff vesting with a one-year post-vest holding period under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10e to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10w.Form of 2025 Restricted Stock Units Award Agreement with one-year cliff vesting with a two-year post-vest holding period under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10f to the Form 10-Q for the quarterly period ended March 31, 2025).‡
‡‡10x.Bristol-Myers Squibb Company Performance Incentive Plan, as amended (as adopted, incorporated herein by reference to Exhibit 2 to the Form 10-K for the fiscal year ended December 31, 1978; as amended as of January 8, 1990, incorporated herein by reference to Exhibit 19b to the Form 10-K for the fiscal year ended December 31, 1990; as amended on April 2, 1991, incorporated herein by reference to Exhibit 19b to the Form 10-K for the fiscal year ended December 31, 1991; as amended effective January 1, 1994, incorporated herein by reference to Exhibit 10d to the Form 10-K for the fiscal year ended December 31, 1993; and as amended effective January 1, 1994, incorporated herein by reference to Exhibit 10d to the Form 10-K for the fiscal year ended December 31, 1994).‡
‡‡10y.Bristol-Myers Squibb Company Executive Performance Incentive Plan effective January 1, 1997 (incorporated herein by reference to Exhibit 10b to the Form 10-K for the fiscal year ended December 31, 1996).‡
‡‡10z.Bristol-Myers Squibb Company Executive Performance Incentive Plan effective January 1, 2003 and as amended effective June 10, 2008 (incorporated herein by reference to Exhibit 10.3 to the Form 10-Q for the quarterly period ended September 30, 2008).‡
‡‡10aa.Bristol-Myers Squibb Company 2007 Senior Executive Performance Incentive Plan (as amended and restated effective June 8, 2010 and incorporated herein by reference to Exhibit 10a. to the Form 10-Q for the quarterly period ended June 30, 2010).‡
‡‡10bb.Bristol-Myers Squibb Company Benefit Equalization Plan – Retirement Income Plan, effective as of January 1, 2012 and as amended and restated effective as of August 2, 2019 (incorporated herein by reference to Exhibit 10tt to the Form 10-K for the fiscal year ended December 31, 2020).‡
‡‡10cc.Bristol-Myers Squibb Company Benefit Equalization Plan – Savings and Investment Program, effective as of January 1, 2012 and as amended and restated effective as of January 1, 2020 (incorporated herein by reference to Exhibit 10uu to the Form 10-K for the fiscal year ended December 31, 2020).‡
‡‡10dd.Squibb Corporation Supplementary Pension Plan, as amended (as previously amended and restated, incorporated herein by reference to Exhibit 19g to the Form 10-K for the fiscal year ended December 31, 1991; as amended as of September 14, 1993, and incorporated herein by reference to Exhibit 10g to the Form 10-K for the fiscal year ended December 31, 1993).‡
‡‡10ee.Bristol-Myers Squibb Company Retirement Income Plan for Non-Employee Directors, as amended March 5, 1996 (incorporated herein by reference to Exhibit 10k to the Form 10-K for the fiscal year ended December 31, 1996).‡
‡‡10ff.Bristol-Myers Squibb Company 1987 Deferred Compensation Plan for Non-Employee Directors, as amended and restated June 13, 2019 (incorporated herein by reference to Exhibit 10e to the Form 10-Q for quarterly period ended September 30, 2019).‡
‡‡10gg.Bristol-Myers Squibb Company Non-Employee Directors’ Stock Option Plan, as amended (as approved by the Stockholders on May 2, 2000, incorporated herein by reference to Exhibit A to the 2000 Proxy Statement dated March 20, 2000).‡
‡‡10hh.Squibb Corporation Deferral Plan for Fees of Outside Directors, as amended (as adopted, incorporated herein by reference to Exhibit 10e Squibb Corporation 1991 Form 10-K for the fiscal year ended December 31, 1987, File No. 1-5514; as amended effective December 31, 1991 incorporated herein by reference to Exhibit 10m to the Form 10-K for the fiscal year ended December 31, 1992).‡
‡‡10ii.Bristol-Myers Squibb Company 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form S-8 filed on November 25, 2019).‡
‡‡10jj.Bristol-Myers Squibb Company 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the registration statement on Form S-8 filed on November 25, 2019).‡
‡‡10kk.Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit B to Bristol-Myers Squibb Company’s Definitive Proxy Statement filed on March 25, 2021)‡
‡‡10ll.Bristol-Myers Squibb Company Severance Benefits Plan (incorporated herein by reference to Exhibit 10g to the Form 10-Q for the quarterly period ended March 31, 2025).‡
19.Standard Operating Procedure BMS-SOP-5k: Securities Trading (incorporated herein by reference to Exhibit 19 to the Form 10-K for the fiscal year ended December 31, 2023).‡
21.Subsidiaries of the Registrant (filed herewith).E-21-1
22.Subsidiary Issuers of Guarantee Securities (filed herewith)E-22-1
23.Consent of Deloitte & Touche LLP (filed herewith).E-23-1
31a.Section 302 Certification Letter (filed herewith).E-31-1
31b.Section 302 Certification Letter (filed herewith).E-31-2
32a.Section 906 Certification Letter (filed herewith).E-32-1
32b.Section 906 Certification Letter (filed herewith).E-32-2
97.Policies and Procedures for the Recoupment of Compensation for Accounting Restatement effective December 1, 2023 (incorporated herein by reference to Exhibit 97 to the Form 10-K for the fiscal year ended December 31, 2023).‡
101.The following financial statements from the Bristol-Myers Squibb Company Annual Report on Form 10-K for the years ended December 31, 2025, 2024 and 2023, formatted in Inline Extensible Business Reporting Language (XBRL): (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive income/(loss), (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements.
104.The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL.
†Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the Commission.
*Indicates, in this 2025 Form 10-K, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Cabometyx is a trademark of Exelixis, Inc.; Farxiga and Onglyza are trademarks of AstraZeneca AB; Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme Corp.; Otezla is a trademark of Amgen Inc.; Plavix is a trademark of Sanofi; Tecentriq is a trademark of Genentech, Inc.; and Winrevair is a trademark of Merck & Co., Inc., Rahway, N.J., USA. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.
Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.