Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in millions, except per share data

(UNAUDITED)

			Three Months Ended March 31,
			2026						2025
Net product sales			$	11,168					$	10,886
Alliance and other revenues			321						315
Total Revenues			11,489						11,201
Cost of products sold(a)			3,421						3,033
Selling, general and administrative			1,617						1,584
Research and development			2,649						2,257
Acquired IPRD			94						188
Amortization of acquired intangible assets			437						830
Other (income)/expense, net			32						339
Total Expenses			8,250						8,230
Earnings/(Loss) before income taxes			3,240						2,971
Income tax provision			561						509
Net earnings/(loss)			2,678						2,462
Noncontrolling interest			1						6
Net earnings/(loss) attributable to BMS			$	2,677					$	2,456
Earnings/(Loss) per common share:
Basic			$	1.31					$	1.21
Diluted			1.31						1.20

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Dollars in millions

(UNAUDITED)

			Three Months Ended March 31,
			2026						2025
Net earnings/(loss)			$	2,678					$	2,462
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges			60						(215)
Pension and postretirement benefits			6						1
Marketable debt securities			(3)						1
Foreign currency translation			91						28
Total other comprehensive income/(loss)			155						(185)
Comprehensive income/(loss)			2,833						2,277
Comprehensive income/(loss) attributable to noncontrolling interest			1						6
Comprehensive income/(loss) attributable to BMS			$	2,832					$	2,271

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in millions

(UNAUDITED)

ASSETS			March 31, 2026						December 31, 2025
Current assets:
Cash and cash equivalents			$	9,574					$	10,209
Marketable debt securities			912						464
Receivables			9,368						11,414
Inventories			2,756						2,690
Other current assets			4,597						4,613
Total Current assets			27,208						29,390
Property, plant and equipment			7,658						7,543
Goodwill			21,740						21,754
Other intangible assets			18,244						19,103
Deferred income taxes			5,176						5,378
Marketable debt securities			366						396
Other non-current assets			6,082						6,474
Total Assets			$	86,476					$	90,038
LIABILITIES
Current liabilities:
Short-term debt obligations			$	2,308					$	2,261
Accounts payable			4,234						3,575
Other current liabilities			12,616						17,581
Total Current liabilities			19,158						23,417
Deferred income taxes			211						222
Long-term debt			42,152						42,850
Other non-current liabilities			4,853						5,043
Total Liabilities			66,374						71,533
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock			—						—
Common stock			292						292
Capital in excess of par value of stock			46,374						46,387
Accumulated other comprehensive loss			(1,370)						(1,524)
Retained earnings			18,287						16,896
Less cost of treasury stock			(43,515)						(43,579)
Total BMS Shareholders’ equity			20,068						18,473
Noncontrolling interest			34						33
Total Equity			20,102						18,506
Total Liabilities and Equity			$	86,476					$	90,038

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in millions

(UNAUDITED)

			Three Months Ended March 31,
			2026						2025
Cash Flows From Operating Activities:
Net earnings/(loss)			$	2,678					$	2,462
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net			594						1,012
Deferred income taxes			161						223
Stock-based compensation			146						144
Impairment charges			412						5
Divestiture gains and royalties			(34)						(292)
Acquired IPRD			94						188
Equity investment (gains)/losses, net			(134)						78
Other adjustments			21						5
Changes in operating assets and liabilities:
Receivables			1,687						15
Inventories			14						(169)
Accounts payable			409						(85)
Rebates and discounts			(3,495)						(627)
Income taxes payable			187						54
Other			(1,636)						(1,059)
Net cash provided by operating activities			1,104						1,954
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities			359						220
Purchase of marketable debt securities			(781)						(636)
Proceeds from sales of equity investments			391						12
Capital expenditures			(347)						(260)
Divestiture and other proceeds			312						243
Acquisition and other payments, net of cash acquired			(65)						(78)
Net cash provided by/(used in) investing activities			(131)						(499)
Cash Flows From Financing Activities:
Other short-term financing obligations, net			321						368
Repayments of long-term debt			(500)						—
Dividends			(1,283)						(1,258)
Stock option proceeds and other, net			(98)						(103)
Net cash provided by/(used in) financing activities			(1,560)						(993)
Effect of exchange rates on cash, cash equivalents and restricted cash			(48)						66
Increase/(decrease) in cash, cash equivalents and restricted cash			(635)						528
Cash, cash equivalents and restricted cash at beginning of period			10,218						10,347
Cash, cash equivalents and restricted cash at end of period			$	9,583					$	10,875

The accompanying notes are an integral part of these consolidated financial statements.

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2026 and December 31, 2025 and the results of operations and cash flows for the three months ended March 31, 2026 and 2025. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2025 included in the 2025 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

Business Segment Information

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS's operational structure, the Chief Executive Officer ("CEO"), as the chief operating decision maker, uses consolidated net income or loss as reported on the income statement when managing and allocating resources at the corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with the Company's overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

The following table represents the significant segment expenses regularly provided to the CEO:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Research(a)			$	293					$	314
Drug Development(b)			1,127						1,081
Other(c)			1,229						861
Research and development			$	2,649					$	2,257

(a) Includes costs to support the discovery and development of new molecular entities through pre-clinical studies.

(b) Includes costs to support clinical development of potential new products, including expansion of indications for existing products through Phase I, Phase II and Phase III clinical studies.

(c) Includes costs to support manufacturing development of pre-approved products, medical support of marketed products, IPRD impairment charges and proportionate allocations of enterprise-wide costs including facilities, information technology, and other appropriate costs.

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

Recently Adopted Accounting Standards

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. BMS adopted the new guidance prospectively, beginning on January 1, 2026. The adoption of this guidance did not have an impact on the Company's consolidated financial statements for prior transactions; however, the impact in subsequent periods will be dependent upon the nature of future business development activities.

Recently Issued Accounting Standards Not Yet Adopted

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. Early adoption is permitted. The Company is assessing the potential impact of the amended standard.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance on income statement disclosures. The guidance aims to provide enhanced disclosures of income statement expenses to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Net product sales			$	11,168					$	10,886
Alliance revenues			94						88
Other revenues			227						227
Total Revenues			$	11,489					$	11,201

The following table summarizes GTN adjustments:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Gross product sales			$	16,926					$	19,874
GTN adjustments(a)
Charge-backs and cash discounts			(2,467)						(2,958)
Medicaid and Medicare rebates			(1,875)						(3,840)
Other rebates, returns, discounts and adjustments			(1,416)						(2,190)
Total GTN adjustments(b)			(5,758)						(8,988)
Net product sales			$	11,168					$	10,886

(a) Includes reductions/(increases) to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $(21) million and $289 million for the three months ended March 31, 2026 and 2025, respectively.

(b) Includes U.S. GTN adjustments of $4.8 billion and $8.2 billion for the three months ended March 31, 2026 and 2025, respectively.

The following table summarizes the disaggregation of revenue by product and region:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Growth Portfolio
Opdivo			$	2,146					$	2,265
Opdivo Qvantig			163						9
Orencia			818						770
Yervoy			651						624
Reblozyl			555						478
Breyanzi			411						263
Opdualag			295						252
Camzyos			314						159
Zeposia			118						107
Sotyktu			69						55
Krazati			50						48
Cobenfy			56						27
Other Growth products(a)			581						507
Total Growth Portfolio			6,227						5,563
Legacy Portfolio
Eliquis			4,137						3,565
Revlimid			349						936
Pomalyst/Imnovid			513						658
Sprycel			73						175
Abraxane			50						105
Other Legacy products(b)			156						199
Total Legacy Portfolio			5,277						5,638
Other revenue(c)			(15)						—
Total Revenues			$	11,489					$	11,201
United States			$	7,788					$	7,873
International			3,444						3,110
Other(d)			257						218
Total Revenues			$	11,489					$	11,201

(a) Includes Abecma, Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues, including royalties received from Merck on Winrevair*.

(b) Includes other mature brands.

(c) Includes revenue hedging activities in 2026.

(d) Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations, including royalties received from Merck on Winrevair*.

Revenue recognized from performance obligations satisfied in prior periods was $221 million and $444 million for the three months ended March 31, 2026 and 2025, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances, and its partners as alliance partners.

Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

			Three Months Ended March 31,
Dollars in millions			2026						2025
Revenues from alliances:
Net product sales			$	4,148					$	3,635
Alliance revenues			94						88
Total alliance revenues			$	4,242					$	3,723
Payments to/(from) alliance partners:
Cost of products sold			$	2,066					$	1,788
Selling, general and administrative			(66)						(65)
Research and development			71						77
Other (income)/expense, net			(12)						(12)

Dollars in millions			March 31, 2026						December 31, 2025
Selected alliance balance sheet information:
Receivables – from alliance partners			$	163					$	198
Accounts payable – to alliance partners			2,038						1,684
Deferred income – from alliances(a)			168						175

(a) Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2025 Form 10-K.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which is included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).

			Three Months Ended March 31,
			Net Proceeds												Divestiture (Gains)/Losses												Royalty Income
Dollars in millions			2026						2025						2026						2025						2026						2025
Diabetes business - royalties			$	273					$	276					$	—					$	—					$	—					$	(272)
Mature products and other			28						10						(24)						(9)						—						—
Total			$	301					$	286					$	(24)					$	(9)					$	—					$	(272)

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS received royalty payments of 14% in 2025 based on net sales. Royalty payments under this agreement terminated as of December 31, 2025.

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.

			Three Months Ended March 31,
Dollars in millions			2026						2025
Keytruda* royalties			$	(159)					$	(151)
Tecentriq* royalties			(14)						(12)
Contingent milestone income			—						(40)
Amortization of deferred income			(12)						(12)
Other royalties and licensing income			(10)						(43)
Royalty and licensing income			$	(195)					$	(259)

Keytruda Patent License Agreement*

BMS and Ono are parties to a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. Under the agreement, Merck is obligated to pay 2.5% royalties on global sales of Keytruda* from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively, after adjusting for each party's legal fees.

Tecentriq Patent License Agreement*

BMS and Ono are parties to a global patent license agreement with Roche related to Tecentriq*, Roche’s anti-PD-L1 antibody. Under the agreement, Roche is obligated to pay single-digit royalties on worldwide net sales of Tecentriq* through December 31, 2026. The royalties are shared between BMS and Ono consistent with existing agreements.

In-license and other arrangements

Reblozyl and Winrevair License Agreements*

BMS and Merck are parties to a global licensing agreement pursuant to which BMS licenses Reblozyl from Merck. Under the agreement, BMS is responsible for the development and commercialization of Reblozyl. BMS pays tiered royalties to Merck ranging from 20% to 24% of net sales, which are recorded in Cost of products sold. Royalty expense incurred by BMS under the agreement was $124 million and $106 million during the three months ended March 31, 2026 and 2025, respectively.

Additionally, BMS and Merck are parties to a separate global licensing agreement pursuant to which Merck licenses Winrevair,* a novel activin signaling inhibitor indicated for the treatment of adults with pulmonary arterial hypertension*,* from BMS. Under the agreement, Merck is responsible for the development and commercialization of Winrevair*. BMS receives royalties from Merck equal to 22% of net sales, which are recorded in Other revenues. Royalties earned by BMS under the agreement were $124 million and $42 million during the three months ended March 31, 2026 and 2025, respectively.

Note 5. OTHER (INCOME)/EXPENSE, NET

			Three Months Ended March 31,
Dollars in millions			2026						2025
Interest expense			$	411					$	494
Royalty income - divestitures (Note 4)			—						(272)
Royalty and licensing income (Note 4)			(195)						(259)
Investment income			(104)						(138)
Provision for restructuring (Note 6)			5						133
Litigation and other settlements			4						257
Equity investment (gains)/losses, net (Note 9)			(134)						78
Integration expenses (Note 6)			19						41
Other			27						4
Other (income)/expense, net			$	32					$	339

Note 6. RESTRUCTURING

2023 Restructuring Plan

In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery, (ii) enhancing BMS's commercial operating model, and (iii) establishing a more responsive manufacturing network. As a result, total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.8 billion incurred to date. The remaining charges consist primarily of site exit costs, including impairment and accelerated depreciation of property, plant and equipment, and employee termination costs.

Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from acquisitions. For these plans, the remaining charges of approximately $65 million consist primarily of IT system integration costs, employee termination costs, and to a lesser extent, site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

The following provides the charges related to restructuring initiatives by type of cost:

			Three Months Ended March 31,
Dollars in millions			2026						2025
2023 Restructuring Plan			$	(20)					$	143
Other Acquisition Plans			21						47
Total charges			$	1					$	190
Employee termination costs			$	(2)					$	132
Other termination costs			7						1
Provision for restructuring			5						133
Integration expenses			19						41
Accelerated depreciation			—						15
Asset impairments			2						8
Other shutdown costs, net			(24)						(7)
Total charges			$	1					$	190
Cost of products sold			$	—					$	2
Selling, general and administrative			—						1
Research and development			1						21
Other (income)/expense, net			(1)						166
Total charges			$	1					$	190

The following summarizes the charges and spending related to restructuring plan activities:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Beginning balance			$	315					$	297
Provision for restructuring			5						133
Payments			(143)						(145)
Foreign currency translation and other			(3)						3
Ending balance			$	173					$	288

Note 7. INCOME TAXES

			Three Months Ended March 31,
Dollars in millions			2026						2025
Earnings/(Loss) before income taxes			$	3,240					$	2,971
Income tax provision			561						509
Effective tax rate			17.3		%				17.1		%

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The increase in the effective tax rate was primarily driven by jurisdictional earnings mix, partially offset by the impact of certain discrete adjustments.

Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the tax code.

During the three months ended March 31, 2026 and 2025, income tax payments were $239 million and $235 million.

BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In 2022, BMS entered the IRS administrative appeals process to resolve these matters, and that appeals process is ongoing. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements. BMS believes that it has adequately provided for all open tax years by jurisdiction.

Note 8. EARNINGS/(LOSS) PER SHARE

			Three Months Ended March 31,
Amounts in millions, except per share data			2026						2025
Net earnings/(loss) attributable to BMS			$	2,677					$	2,456
Weighted-average common shares outstanding – basic			2,038						2,031
Incremental shares attributable to share-based compensation plans			9						9
Weighted-average common shares outstanding – diluted			2,047						2,040
Earnings/(Loss) per common share
Basic			$	1.31					$	1.21
Diluted			1.31						1.20

The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was not material for the three months ended March 31, 2026 and 2025.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

			March 31, 2026																		December 31, 2025
Dollars in millions			Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Cash and cash equivalents
Money market and other securities			$	—					$	7,187					$	—					$	—					$	6,891					$	—
Marketable debt securities
Certificates of deposit			—						750						—						—						350						—
Corporate debt securities			—						422						—						—						439						—
U.S. Treasury securities			—						107						—						—						71						—
Derivative assets			—						316						—						—						303						—
Equity investments			237						—						85						552						—						85
Derivative liabilities			—						150						—						—						123						—
Contingent consideration liability
Contingent value rights(a)			—						—						607						3						—						607

(a) Includes the fair value of contingent value rights associated with the Mirati acquisition. The fair value of contingent value rights was estimated using a probability-weighted expected return method.

As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2025 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of March 31, 2026 and December 31, 2025.

Marketable Debt Securities

The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of March 31, 2026 and December 31, 2025.

Equity Investments

The following summarizes the carrying amount of equity investments:

Dollars in millions			March 31, 2026						December 31, 2025
Equity investments with RDFV			$	237					$	552
Equity investments without RDFV			871						806
Limited partnerships and other investments			767						738
Total equity investments			$	1,875					$	2,096

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.

			Three Months Ended March 31,
Dollars in millions			2026						2025
Equity investments with RDFV
Net (gains)/losses recognized			$	(35)					$	5
Less: net (gains)/losses recognized on investments sold			(6)						4
Net unrealized (gains)/losses recognized on investments still held			(29)						1
Equity investments without RDFV
Upward adjustments			(171)						—
Net realized (gains)/losses recognized on investments sold			35						19
Impairments and downward adjustments			62						45
Limited partnerships and other investments
Equity in net (income)/loss of affiliates and other adjustments			(25)						9
Total equity investment (gains)/losses			$	(134)					$	78

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of March 31, 2026 were $365 million and $238 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

BMS enters into foreign currency forward and purchased local currency put option contracts (foreign currency exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign currency exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign currency exchange contracts, which are designated as cash flow hedges, are temporarily recorded in AOCL and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). Beginning in 2026, gains and losses on foreign currency cash flow hedges related to intercompany inventory sales, which were previously presented in Cost of products sold, are now presented in Alliance and other revenues due to a change in the nature of the hedged item. As of March 31, 2026, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax losses of $14 million into Alliance and other revenues for the Company's foreign currency exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.1 billion for the euro contracts and $1.0 billion for the Japanese yen contracts as of March 31, 2026.

BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $584 million as of March 31, 2026.

Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

Net Investment Hedges

Cross-currency swap contracts of $707 million as of March 31, 2026 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the Japanese yen of $362 million and the euro of $345 million as of March 31, 2026. Foreign currency forward contracts and zero-cost collar contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of March 31, 2026, the notional amounts for both of these contracts were zero.

During the three months ended March 31, 2026 and 2025, the amortization of gains related to the portion of the Company's net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges

Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as an adjustment to interest expense over the remaining term of the hedged item.

Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.

The following table summarizes the fair value and the notional values of outstanding derivatives:

			March 31, 2026																								December 31, 2025
			Asset**(a)**												Liability**(b)**												Asset**(a)**												Liability**(b)**
Dollars in millions			Notional						Fair Value						Notional						Fair Value						Notional						Fair Value						Notional						Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts			$	5,304					$	187					$	989					$	(56)					$	5,074					$	145					$	1,542					$	(64)
Cross-currency swap contracts			584						52						—						—						584						65						—						—
Designated as net investment hedges
Cross-currency swap contracts			362						42						345						(41)						362						39						345						(48)
Designated as fair value hedges
Interest rate swap contracts			3,500						26						1,655						(9)						4,000						46						555						(5)
Not designated as hedges
Foreign currency exchange contracts			1,502						9						1,415						(19)						1,887						8						667						(5)
Total return swap contracts(c)			—						—						441						(24)						—						—						447						(1)

(a) Included in Other current assets and Other non-current assets.

(b) Included in Other current liabilities and Other non-current liabilities.

(c) Total return swap contracts hedge changes in fair value of certain deferred compensation liabilities.

The following table summarizes the financial statement classification and amount of gains and losses recognized on hedges:

						Three Months Ended March 31, 2026												Three Months Ended March 31, 2025
Dollars in millions						Gains/(losses) recognized in Alliance and other revenues						(Gains)/losses recognized in Other (income)/expense, net						(Gains)/losses recognized in Cost of products sold						(Gains)/losses recognized in Other (income)/expense, net
Foreign currency exchange contracts						$	(15)					$	(22)					$	(26)					$	16
Cross-currency swap contracts						—						12						—						(50)
Interest rate swap contracts						—						(5)						—						(1)
Forward interest rate contracts						—						(1)						—						(1)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income/(loss):

			Three Months Ended March 31,
Dollars in millions			2026						2025
Derivatives designated as cash flow hedges
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)			$	67					$	(216)
Reclassified to Alliance and other revenues			15						—
Reclassified to Cost of products sold			—						(26)
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)			(13)						24
Reclassified to Other (income)/expense, net			16						(48)
Forward interest rate contract gains/(losses):
Reclassified to Other (income)/expense, net			(1)						(1)
Derivatives designated as net investment hedges
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)			9						(18)
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)			(1)						(63)

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:

Dollars in millions			March 31, 2026						December 31, 2025
Non-U.S. short-term financing obligations			$	319					$	284
Current portion of Long-term debt			1,988						1,977
Short-term debt obligations			$	2,308					$	2,261

Under its commercial paper program, BMS may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance.

Long-term debt and the current portion of Long-term debt include:

Dollars in millions			March 31, 2026						December 31, 2025
Principal value			$	43,665					$	44,323
Adjustments to principal value:
Fair value of interest rate swap contracts			17						41
Unamortized basis adjustment from swap terminations			57						60
Unamortized bond discounts and issuance costs			(341)						(347)
Unamortized purchase price adjustments of Celgene debt			743						751
Total			$	44,140					$	44,827
Current portion of Long-term debt			$	1,988					$	1,977
Long-term debt			42,152						42,850
Total			$	44,140					$	44,827

The fair value of Long-term debt, including the current portion, was $40.2 billion as of March 31, 2026 and $41.5 billion as of December 31, 2025 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the three months ended March 31, 2026, $500 million of floating rate notes matured and were repaid.

Interest payments were $473 million and $624 million for the three months ended March 31, 2026 and 2025, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of March 31, 2026 and December 31, 2025, BMS had a five-year $5.0 billion revolving credit facility, which is extendable annually by one year with the consent of the lenders. In January 2026, the Company extended the termination date of the credit facility from January 2030 to January 2031. The facility provides for customary terms and conditions with no financial covenants and is used to provide backup liquidity for the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit facility as of March 31, 2026 and December 31, 2025.

Note 11. RECEIVABLES

Dollars in millions			March 31, 2026						December 31, 2025
Trade receivables			$	8,860					$	11,370
Less charge-backs and cash discounts			(857)						(1,720)
Less allowance for expected credit loss			(56)						(58)
Net trade receivables			7,946						9,592
Alliance, royalties, VAT and other			1,422						1,821
Receivables			$	9,368					$	11,414

Non-U.S. receivables sold on a nonrecourse basis were $37 million and $75 million for the three months ended March 31, 2026 and 2025, respectively. Receivables from the three largest customers in the U.S. represented 70% and 75% of total trade receivables as of March 31, 2026 and December 31, 2025, respectively.

Note 12. INVENTORIES

Dollars in millions			March 31, 2026						December 31, 2025
Finished goods			$	894					$	900
Work in process			3,101						3,159
Raw and packaging materials			310						281
Total inventories			$	4,305					$	4,340
Inventories			$	2,756					$	2,690
Other non-current assets			1,549						1,650

Note 13. PROPERTY, PLANT AND EQUIPMENT

Dollars in millions			March 31, 2026						December 31, 2025
Land			$	157					$	157
Buildings			7,486						7,270
Machinery, equipment and fixtures			3,906						3,790
Construction in progress			1,541						1,619
Gross property, plant and equipment			13,090						12,836
Less accumulated depreciation			(5,431)						(5,293)
Property, plant and equipment			$	7,658					$	7,543

Depreciation expense was $139 million and $165 million for the three months ended March 31, 2026 and 2025, respectively.

Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amounts in Goodwill were as follows:

Dollars in millions
Balance at December 31, 2025			$	21,754
Currency translation and other adjustments			(14)
Balance at March 31, 2026			$	21,740

Other Intangible Assets

Other intangible assets consisted of the following:

			Estimated Useful Lives						March 31, 2026																		December 31, 2025
Dollars in millions						Gross carrying amounts						Accumulated amortization						Other intangible assets, net						Gross carrying amounts						Accumulated amortization						Other intangible assets, net
R&D technology			6 years						$	1,980					$	(688)					$	1,293					$	1,980					$	(605)					$	1,375
Acquired marketed product rights			3 – 17 years						61,385						(52,000)						9,384						61,385						(51,646)						9,739
Capitalized software			3 – 10 years						1,476						(1,099)						377						1,453						(1,064)						389
IPRD									7,190						—						7,190						7,600						—						7,600
Total									$	72,031					$	(53,786)					$	18,244					$	72,418					$	(53,315)					$	19,103

Amortization expense of Other intangible assets was $472 million and $863 million during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, $410 million of IPRD impairment charges were recorded in Research and development expense. The charges represent a partial write-down of a radiopharmaceutical asset driven by an indication realignment within our portfolio as well as a partial write-down of a separate oncology asset based on recent clinical results.

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION

Dollars in millions			March 31, 2026						December 31, 2025
Income taxes			$	2,565					$	2,920
Research and development			834						753
Contract assets			149						192
Other			1,050						748
Other current assets			$	4,597					$	4,613

Dollars in millions			March 31, 2026						December 31, 2025
Equity investments (Note 9)			$	1,875					$	2,096
Operating leases			1,528						1,582
Inventories (Note 12)			1,549						1,650
Pension and postretirement			330						330
Research and development			247						250
Other			554						566
Other non-current assets			$	6,082					$	6,474

Dollars in millions			March 31, 2026						December 31, 2025
Rebates and discounts			$	5,301					$	8,844
Income taxes			909						979
Employee compensation and benefits			496						1,561
Research and development			1,514						1,434
Dividends			1,286						1,283
Interest			507						484
Royalties			452						537
Operating leases			199						202
Other			1,952						2,256
Other current liabilities			$	12,616					$	17,581

Dollars in millions			March 31, 2026						December 31, 2025
Income taxes			$	1,311					$	1,407
Pension and postretirement			317						330
Operating leases			1,770						1,826
Deferred income			155						169
Deferred compensation			476						487
Contingent value rights (Note 9)			607						607
Other			216						216
Other non-current liabilities			$	4,853					$	5,043

Note 16. EQUITY

The following table summarizes changes in equity during the three months ended March 31, 2026:

			Common Stock												Capital in Excess of Par Value of Stock						Accumulated Other Comprehensive Loss						Retained Earnings						Treasury Stock												Noncontrolling Interest
Dollars and shares in millions			Shares						Par Value						Shares						Cost
Balance at December 31, 2025			2,923						$	292					$	46,387					$	(1,524)					$	16,896					887						$	(43,579)					$	33
Net earnings/(loss)			—						—						—						—						2,677						—						—						1
Other comprehensive income/(loss)			—						—						—						155						—						—						—						—
Cash dividends declared $0.63 per share			—						—						—						—						(1,286)						—						—						—
Stock compensation			—						—						(13)						—						—						(6)						64						—
Balance at March 31, 2026			2,923						$	292					$	46,374					$	(1,370)					$	18,287					881						$	(43,515)					$	34

The following table summarizes changes in equity during the three months ended March 31, 2025:

			Common Stock												Capital in Excess of Par Value of Stock						Accumulated Other Comprehensive Loss						Retained Earnings						Treasury Stock												Noncontrolling Interest
Dollars and shares in millions			Shares						Par Value						Shares						Cost
Balance at December 31, 2024			2,923						$	292					$	46,024					$	(1,238)					$	14,912					894						$	(43,655)					$	53
Net earnings/(loss)			—						—						—						—						2,456						—						—						6
Other comprehensive income/(loss)			—						—						—						(185)						—						—						—						—
Cash dividends declared $0.62 per share			—						—						—						—						(1,262)						—						—						—
Stock compensation			—						—						(13)						—						—						(6)						59						—
Balance at March 31, 2025			2,923						$	292					$	46,011					$	(1,424)					$	16,106					888						$	(43,597)					$	59

The components of Other comprehensive income/(loss) were as follows:

			Three Months Ended March 31, 2026																		Three Months Ended March 31, 2025
Dollars in millions			Pretax						Tax						After Tax						Pretax						Tax						After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)			$	54					$	(15)					$	39					$	(191)					$	37					$	(154)
Reclassified to net earnings(a)			29						(8)						22						(77)						16						(61)
Derivatives qualifying as cash flow hedges			83						(23)						60						(268)						53						(215)
Pension and postretirement benefits
Actuarial gains/(losses)			2						—						2						—						—						—
Amortization(b)			2						(1)						1						2						(1)						1
Settlements(b)			5						(1)						4						—						—						—
Pension and postretirement benefits			9						(2)						6						2						(1)						1
Marketable debt securities
Unrealized gains/(losses)			(4)						1						(3)						1						—						1
Foreign currency translation			93						(2)						91						9						19						28
Other comprehensive income/(loss)			$	181					$	(27)					$	155					$	(256)					$	71					$	(185)

(a)Included in Alliance and other revenues, Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.

(b)Included in Other (income)/expense, net.

The accumulated balances related to each component of Other comprehensive income/(loss), net of taxes, were as follows:

Dollars in millions			March 31, 2026						December 31, 2025
Derivatives qualifying as cash flow hedges			$	97					$	37
Pension and postretirement benefits			(560)						(566)
Marketable debt securities			—						3
Foreign currency translation(a)			(906)						(997)
Accumulated other comprehensive loss			$	(1,370)					$	(1,524)

(a)Includes net investment hedge gains of $112 million and $105 million as of March 31, 2026 and December 31, 2025, respectively.

Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

			Three Months Ended March 31,
Dollars in millions			2026						2025
Cost of products sold			$	16					$	15
Selling, general and administrative			58						56
Research and development			72						72
Total stock-based compensation expense			$	146					$	144
Income tax benefit			$	30					$	30

The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2026 were as follows:

Units in millions			Units						Weighted-Average Fair Value
Restricted stock units			10.7						$	54.14
Market share units			1.0						$	62.54
Performance share units			0.5						$	58.43

Dollars in millions									Restricted Stock Units						Market Share Units						Performance Share Units
Unrecognized compensation cost									$	1,236					$	121					$	68
Expected weighted-average period in years of compensation cost to be recognized									2.9						2.3						1.9

Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES

BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations, and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability, and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. Legal proceedings that are significant or that BMS believes could become significant or material are described below.

BMS is vigorously defending against the legal proceedings in which it is named as a defendant and believes it has substantial claims and/or defenses in each matter. While the outcomes of these proceedings and other contingencies BMS is subject to are inherently unpredictable and uncertain, BMS does not believe that any of these matters will have a material adverse effect on BMS’ financial position or liquidity, though they could possibly be material to the Company's consolidated results of operations in any one accounting period. There can be no assurance that there will not be an increase in the scope of one or more of the matters described below or that any other or future lawsuits, claims, government investigations, or other legal proceedings will not be material to BMS’s financial position, results of operations, or cash flows for a particular period. Furthermore, failure to successfully enforce BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. If BMS is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " — Note 7. Income Taxes."

INTELLECTUAL PROPERTY

Eliquis - U.S.

In November 2025, BMS received a Notice Letter from Azurity Pharmaceuticals, Inc. (“Azurity”) notifying BMS that Azurity had filed a 505(b)(2) application containing a paragraph IV certification seeking approval to market apixaban products in the U.S. and challenging a formulation patent listed in the Orange Book for Eliquis but not the composition of matter patent. In response, BMS and Pfizer initiated a patent infringement action against Azurity in the U.S. District Court for the District of Delaware.

Eliquis - Europe

BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have concluded in Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Finland, France, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

To date, courts in these jurisdictions have rendered the following decisions:

• The court made a final negative decision in the UK, and generics are now on the market there.

• The courts made final positive decisions in Norway, Spain, Sweden, and Switzerland. In addition, the courts made initial positive decisions in France, Belgium, Croatia, and the Netherlands which are now final, following settlement.

• The courts made initial negative decisions in Finland, Ireland, and Slovakia. In Slovakia, an appeal is pending. In Finland and Ireland, the appeals court overturned the initial decisions and remanded the cases to the lower court. The case in Ireland is now settled.

• The courts made initial positive decisions in Denmark, the Czech Republic, Greece, and Portugal. In Denmark and Greece, appeals are pending. In Portugal, the positive decision was upheld on appeal. In the Czech Republic, the appeals court remanded the case to the lower court, which confirmed the positive decision.

One or more generics have entered the market in Poland while proceedings are pending. Additional generic manufacturers may seek to market generic apixaban products in these or additional countries in Europe prior to the expiration of the Company's patents, which may lead to additional infringement and invalidity actions in Europe.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* Texas Litigation

In November 2025, BMS and certain Sanofi entities were named defendants in a Texas state court action in Harrison County, Texas brought by the attorney general of Texas (the “Texas AG") and by a qui tam relator on behalf of the State of Texas relating to the labeling, sales, and promotion of Plavix*. The case was removed to the U.S. District Court for the Eastern District of Texas but was remanded to state court in Harrison County in March 2026. Also in November 2025, BMS and certain Sanofi entities sued the Texas AG in state court in Travis County, Texas to enjoin the Texas AG's lawsuit, although in April 2026 the Travis County court abated that lawsuit pending disposition of the Harrison County case. No trial dates have been scheduled in either case.

SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers and employees in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints alleged that the defendants violated federal securities laws. The district court consolidated the two actions. In December 2019, the district court denied in part and granted in part defendants’ motion to dismiss. In November 2020, the district court certified a class of Celgene common stock purchasers between April 27, 2017 through April 28, 2018. Following discovery, defendants moved for summary judgment, which the district court granted in part and denied in part. In September 2025, the parties reached a settlement in principle to resolve the Celgene Securities Class Action. The court granted preliminary approval of the settlement in December 2025, with a final approval hearing scheduled for May 2026.

Certain entities filed individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action. These actions were consolidated for pre-trial proceedings. Defendants moved for partial summary judgment in these consolidated actions. In August 2025, the court issued a partial summary judgment ruling, dismissing certain statements, although portions of the defendants’ summary judgment motion related to certain other alleged misstatements remained pending before the court. In January 2026, the parties reached a settlement to resolve the individual actions, and those actions have been closed by the court.

Contingent Value Rights Litigations

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene in November 2019. An entity claiming to be the successor trustee under the CVR Agreement alleged that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the alleged successor trustee. The plaintiff sought damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the allegations. BMS filed a motion to dismiss the alleged successor trustee’s complaint for failure to state a claim upon which relief can be granted, which was denied in June 2022. In February 2024, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction. In September 2024, the court granted BMS’s motion and dismissed the lawsuit for lack of subject matter jurisdiction without prejudice to the refiling of a new lawsuit by a properly appointed trustee. The plaintiff has appealed, and BMS has cross-appealed from the denial of its first motion to dismiss.

In November 2024, the same entity claiming to be successor trustee filed a new lawsuit against BMS making similar allegations to the previously dismissed case and attempting to remedy its jurisdictional deficiency. The plaintiff’s new complaint also named the original CVR Agreement Trustee and sought a judgment that plaintiff is Trustee. In February 2025, plaintiff filed an amended complaint. In March 2025, BMS filed a motion to dismiss the amended complaint for lack of subject matter jurisdiction and failure to state a claim. In December 2025, the court denied that motion in substantial part, finding the plaintiff to be the successor trustee, but dismissed two of the five claims asserted in the amended complaint. BMS has filed a motion for reconsideration or, in the alternative, certification for immediate appeal. In the same case, the original trustee (which also has been named a defendant) filed putative crossclaims against BMS in the event that it is later found to be the trustee. In December 2025, BMS filed a motion to dismiss the crossclaims for lack of subject matter jurisdiction or failure to state a claim.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County, asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of securities laws. In June 2024, the court granted defendants’ motion to dismiss the complaint in its entirety without prejudice to file an amended complaint. The plaintiff filed an amended complaint which was dismissed with prejudice in February 2025. The plaintiff has appealed the dismissal.

In July 2025, an individual beneficial owner of CVRs filed a lawsuit against BMS in the Southern District of New York making similar allegations to the previously dismissed case. BMS moved to dismiss the complaint in September 2025.

No trial dates have been scheduled in any of the above CVR Litigations.

OTHER LITIGATION

IRA Litigation

On June 16, 2023, BMS filed a lawsuit against HHS and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the drug-pricing program in the IRA. That program requires pharmaceutical companies, like BMS, under the threat of significant penalties, to sell certain of their medicines at government-dictated prices. In April 2024, the court denied BMS’s motion for summary judgment and granted the government’s cross-motion for summary judgment. BMS appealed to the United States Court of Appeals for the Third Circuit. In September 2025, the Third Circuit affirmed the lower court’s decision. In December 2025, BMS filed a petition for certiorari at the Supreme Court of the United States, seeking review of the Third Circuit’s decision.

340B Litigation

On November 26, 2024, BMS filed a lawsuit against Carole Johnson, Administrator of Health Resources & Services Administration (“HRSA”) and Xavier Becerra, U.S. Secretary of HHS, challenging HRSA’s determination that BMS could not implement a cash rebate model for the 340B drug pricing program. BMS is seeking a determination that HRSA’s actions violate the Administrative Procedure Act and the United States Constitution. In May 2025, the U.S. District Court for the District of Columbia granted HRSA summary judgment on BMS’s claims. BMS has appealed to the U.S. Court of Appeals for the District of Columbia Circuit, and the Court heard oral argument in November 2025.

Thalomid and Revlimid Litigations

Beginning in November 2014, putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws in connection with, among other things, activities related to obtaining and litigating certain Revlimid patents. In October 2020, the district court entered a final order approving a class settlement and dismissed the matter. Certain entities—including entities that opted out of the settlement class and others who claim that their suits are not covered by that settlement—have since filed additional suits against Celgene and BMS pursuing similar claims based on related theories, and a subset of plaintiffs brought additional claims related to copay assistance for Thalomid and Revlimid. Those new suits are principally being litigated in the U.S. District Court for the District of New Jersey. The Court dismissed certain of those complaints with leave to amend in June 2024. All plaintiffs filed amended complaints in August 2024. BMS and Celgene have filed motions to dismiss those complaints, which are currently pending.

Related actions are also pending in San Francisco Superior Court and the Philadelphia County Court of Common Pleas. No activity is expected in these cases until disposition of the New Jersey actions. No trial dates have been scheduled.

Pomalyst Antitrust Class Action

Beginning in September 2023, certain entities filed putative class actions against Celgene, BMS, and certain individuals in the U.S. District Court for the Southern District of New York asserting claims under various antitrust, consumer protection, and unjust enrichment laws in connection with activities related to obtaining and litigating certain Pomalyst patents. In March 2025, the court dismissed the complaints against Celgene, BMS and the named individuals. Plaintiffs sought leave to amend their complaints, and in March 2026, the court denied plaintiffs’ motion for leave to amend and entered judgment in favor of the defendants. In April 2026, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit. In June 2025, an additional plaintiff filed a suit that is substantively identical to the cases described above, and in April 2026, that plaintiff stipulated to dismissal of its claims, subject to its right to appeal.

ENVIRONMENTAL PROCEEDINGS

As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA and Other Remediation Matters

With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other "potentially responsible parties," and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be $60 million as of March 31, 2026, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties).