BRISTOL MYERS SQUIBB CO (Form: 10-Q, Received: 04/30/2026 11:45:05)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 001-01136

___________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________


Delaware						22-0790350
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Route 206 & Province Line Road, Princeton, New Jersey 08543

(Address of principal executive offices) (Zip Code)

(609) 252-4621

(Registrant’s telephone number, including area code)

___________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange
2.973% Notes due 2030	BMY/30	New York Stock Exchange
3.363% Notes due 2033	BMY/33	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
3.857% Notes due 2038	BMY/38	New York Stock Exchange
4.289% Notes due 2045	BMY/45	New York Stock Exchange
4.581% Notes due 2055	BMY/55	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At April 21, 2026, there were 2,042,071,247 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

March 31, 2026



PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income/(Loss)			3
Consolidated Balance Sheets			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			25

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			40

Item 4.
Controls and Procedures			40

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			40

Item 1A.
Risk Factors			40

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			41

Item 5.
Other Information			41

Item 6.
Exhibits			42

Summary of Abbreviated Terms			43
Signatures			44

* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.

PART I—FINANCIAL INFORMATION

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.

(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.

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).

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows. Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

EXECUTIVE SUMMARY

Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value. Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence and strategically allocate capital for long-term growth and shareholder returns. Our R&D strategy is designed to invest in the most promising science and to consistently execute in a way that translates that science into new medicines with the highest probability of success. To execute this strategy, we focus on three key priorities: science, execution, and value. Additionally, we are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our 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.

During the first quarter of 2026, we made meaningful progress advancing our pipeline, highlighted by: (i) positive interim Phase III results from the SUCCESSOR‑2 study of oral mezigdomide in RRMM, (ii) positive Phase III results from the SCOUT-HCM trial of Camzyos in adolescents with symptomatic oHCM, (iii) positive top‑line results from a Phase II trial for Reblozyl in adults with Alpha (α)-Thalassemia, (iv) positive interim top‑line results from a Phase III trial conducted in China for iza-bren in previously treated unresectable locally advanced or metastatic TNBC, and (v) FDA acceptance of our NDA for iberdomide in combination with standard therapy for patients with RRMM. Additionally, Sotyktu was approved in the U.S. for the treatment of adults with active PsA and Opdivo was approved in the U.S. and EU for cHL.

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions. As a result of an expansion in 2025, we expect to realize annual cost savings of approximately $2.0 billion by the end of 2027. The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.

Financial Highlights


	Three Months Ended March 31,
Dollars in millions, except per share data	2026		2025
Total Revenues	$	11,489	$	11,201

Diluted earnings/(loss) per share
GAAP	$	1.31	$	1.20
Non-GAAP	1.58		1.80

Revenues increased 3% during the first quarter of 2026. Demand increased across the Growth Portfolio and for Eliquis, which was partially offset by the impact of generics across the remainder of the Legacy Portfolio. Additionally, revenues were impacted by lower average net selling prices for the Legacy Portfolio and foreign exchange impacts of 2%. Excluding foreign exchange impacts, revenues increased 1%.

The $0.11 increase in GAAP EPS for the first quarter of 2026 was primarily due to the impact of certain specified items, including lower amortization of acquired intangible assets, partially offset by higher IPRD impairment charges in 2026 and the expiry of royalty income on diabetes products at the end of 2025. After adjusting for specified items, the $0.22 decrease in non-GAAP EPS was primarily due to the expiry of royalty income on diabetes products at the end of 2025.

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For further information and reconciliations relating to our non-GAAP financial measures refer to "—Non-GAAP Financial Measures."

Economic and Market Factors

Governmental Actions

Ongoing regulatory focus on prescription drugs has increased pressures across our portfolio. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which have negatively impacted, and may continue to negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. Under the IRA, the HHS announced the "maximum fair price" for a 30-day equivalent supply of Eliquis, which applies to the U.S. Medicare channel effective January 1, 2026 and the "maximum fair price" for a 30-day supply of Pomalyst, which applies to the U.S. Medicare channel effective January 1, 2027. Additionally, in January 2026, the HHS selected Orencia as a medicine subject to "negotiation" for government-set prices beginning in 2028. It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.

In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide Eliquis for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of Eliquis API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to Sotyktu, Zeposia, Reyataz, Baraclude and Orencia for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production. This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.

In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029, including for recently imposed tariffs relating to patented pharmaceuticals and associated pharmaceutical ingredients pursuant to the Presidential Proclamation dated April 2, 2026, and will not be subject to future pricing mandates in the U.S. while the agreement remains in effect. However, such exemptions may be terminated or may not be extended. In addition, we remain subject to any current or future pricing mandates implemented outside of the U.S. It is possible that such regulations may result in a material impact on our business and results of operations.

See risk factors on governmental action items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins”, “—We could lose market exclusivity of a product earlier than expected”, “—We could experience difficulties, delays and disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products”, “—Changes to tax regulations could negatively impact our earnings” and "—Adverse changes in U.S. and global economic and political conditions could adversely affect our operations and profitability" in our 2025 Form 10-K.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2026 as of April 30, 2026:


Product			Date			Approval


Breyanzi	April 2026	Japan's Ministry of Health Labour and Welfare approval of Breyanzi for the treatment of both relapsed or refractory MCL and relapsed or refractory MZL.

Opdivo	March 2026	Announced FDA approval of Opdivo in combination with doxorubicin, vinblastine and dacarbazine (AVD), for the treatment of adult and pediatric patients 12 years and older with previously untreated, Stage III or IV cHL. Announced EC approval of Opdivo in combination with brentuximab vedotin, for the treatment of children 5 years of age and older, adolescents, and adults up to 30 years of age with relapsed or refractory cHL after one prior line of therapy.

Sotyktu	March 2026	Announced FDA approval of Sotyktu, for the treatment of adults with active PsA.

Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the first quarter of 2026.

Acquisitions, Divestitures, Licensing and Other Arrangements

Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for information on significant acquisitions, divestitures, licensing and other arrangements.

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:


	Three Months Ended March 31,
Dollars in millions	2026		2025		% Change		Foreign Exchange(b)
United States	$	7,788	$	7,873	(1)	%	—	%
International	3,444		3,110		11	%	8	%

Other(a)	257		218		18	%	(7)	%
Total revenues	$	11,489	$	11,201	3	%	2	%

(a) Includes royalties and alliance-related revenues for products not sold by our regional commercial organizations, including royalties received from Merck on Winrevair*.

(b) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.

United States

•U.S. revenues decreased 1% during the first quarter of 2026, reflecting higher demand across the Growth Portfolio and for Eliquis, offset by the impact of generic erosion within the remainder of the Legacy Portfolio. Additionally, revenues were impacted by lower average net selling prices for the Legacy Portfolio. Average U.S. net selling prices decreased 1% compared to the corresponding period a year ago.

International

•International revenues increased 11% during the first quarter of 2026, primarily due to higher demand across the Growth Portfolio and for Eliquis, partially offset by generic erosion within the remainder of the Legacy Portfolio. Excluding the impacts of foreign exchange, international revenues increased 3% during the first quarter of 2026.

No single country outside the U.S. contributed more than 10% of total revenues during the three months ended March 31, 2026 and 2025. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:


	Three Months Ended March 31,
Dollars in millions	2026			2025			% Change
Gross product sales	$	16,926		$	19,874		(15)	%
GTN adjustments
Charge-backs and cash discounts	(2,467)			(2,958)			(17)	%
Medicaid and Medicare rebates	(1,875)			(3,840)			(51)	%
Other rebates, returns, discounts and adjustments	(1,416)			(2,190)			(35)	%
Total GTN adjustments	(5,758)			(8,988)			(36)	%
Net product sales	$	11,168		$	10,886		3	%

GTN adjustments percentage	34		%	45		%	(11)	%
U.S.	38		%	51		%	(13)	%
Non-U.S.	21		%	21		%	—	%

Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $(21) million and $289 million for the three months ended March 31, 2026 and 2025, respectively. The reduction to provision recognized for the three months ended March 31, 2025 primarily related to lower than expected Medicaid utilization. The changes in gross product sales and GTN adjustments were primarily due to a list price reduction for Eliquis in the U.S. in 2026.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates.

Product Revenues


	Three Months Ended March 31,
Dollars in millions	2026		2025		% Change
Growth Portfolio
Opdivo	$	2,146	$	2,265	(5)	%
U.S.	1,159		1,332		(13)	%
International & Other	988		933		6	%

Opdivo Qvantig	163		9		>200%
U.S.	131		8		>200%
International & Other	32		—		>200%

Orencia	818		770		6	%
U.S.	590		555		6	%
International & Other	228		215		6	%

Yervoy	651		624		4	%
U.S.	367		394		(7)	%
International & Other	284		230		24	%

Reblozyl	555		478		16	%
U.S.	440		390		13	%
International & Other	116		89		30	%

Breyanzi	411		263		56	%
U.S.	292		204		43	%
International & Other	120		60		101	%

Opdualag	295		252		17	%
U.S.	246		228		8	%
International & Other	49		25		98	%

Camzyos	314		159		97	%
U.S.	229		126		82	%
International & Other	85		33		155	%

Zeposia	118		107		11	%
U.S.	69		61		14	%
International & Other	49		46		7	%

Sotyktu	69		55		24	%
U.S.	35		32		10	%
International & Other	33		23		43	%

Krazati	50		48		4	%
U.S.	46		44		4	%
International & Other	3		4		(6)	%

Cobenfy	56		27		107	%
U.S.	56		27		107	%
International & Other	—		—		N/A

Other Growth Products(a)	581		507		15	%
U.S.	212		233		(9)	%
International & Other	369		274		35	%








Total Growth Portfolio	$	6,227	$	5,563	12	%
U.S.	3,872		3,633		7	%
International & Other	2,355		1,930		22	%


Legacy Portfolio
Eliquis	$	4,137	$	3,565	16	%
U.S.	3,077		2,646		16	%
International & Other	1,059		919		15	%

Revlimid	349		936		(63)	%
U.S.	278		809		(66)	%
International & Other	71		127		(44)	%

Pomalyst/Imnovid	513		658		(22)	%
U.S.	439		537		(18)	%
International & Other	74		122		(39)	%

Sprycel	73		175		(58)	%
U.S.	36		126		(71)	%
International & Other	37		49		(25)	%

Abraxane	50		105		(53)	%
U.S.	12		40		(71)	%
International & Other	38		65		(42)	%

Other Legacy Products(b)	156		199		(21)	%
U.S.	74		82		(10)	%
International & Other	82		116		(30)	%

Total Legacy Portfolio	$	5,277	$	5,638	(6)	%
U.S.	3,916		4,240		(8)	%
International & Other	1,361		1,398		(3)	%

Other revenue(c)	$	(15)	$	—	N/A
International & Other	(15)		—		N/A

Total Revenues	$	11,489	$	11,201	3	%
U.S.	7,788		7,873		(1)	%
International & Other	3,701		3,328		11	%

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

(b) Includes other mature brands.

Growth Portfolio

•Opdivo revenues decreased 5% during the first quarter of 2026, primarily due to changes in sales channel inventory and timing of customer orders in the U.S., partially offset by foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues decreased 8%.

•Opdivo Qvantig revenues increased more than 200% during the first quarter of 2026, primarily due to higher demand as a result of the product's launch in 2025.

•Orencia revenues increased 6% during the first quarter of 2026, primarily due to higher demand in the U.S. and foreign exchange impacts of 2%. Excluding foreign exchange impacts, revenues increased 5%. Formulation and additional patents expire in 2026 and beyond. In April 2026, BMS entered into agreements with Dr. Reddy's Laboratories that allow for (i) an Orencia biosimilar for intravenous administration to be marketed in the U.S. upon approval and (ii) an Orencia biosimilar for subcutaneous administration to be marketed in the U.S. as early as February 2028. BMS is not aware of an Orencia biosimilar currently on the market in the U.S., EU or Japan.

•Yervoy revenues increased 4% during the first quarter of 2026, primarily due to higher demand across international markets and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 2%. BMS is not aware of a Yervoy biosimilar on the market in the U.S., EU or Japan.

•Reblozyl revenues increased 16% during the first quarter of 2026, primarily due to higher demand and foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 15%.

•Breyanzi revenues increased 56% during the first quarter of 2026, primarily due to higher demand and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 53%.

•Opdualag revenues increased 17% during the first quarter of 2026, primarily due to higher demand and foreign exchange impacts of 2%. Excluding foreign exchange impacts, revenues increased 15%.

•Camzyos revenues increased 97% during the first quarter of 2026, primarily due to higher demand and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues increased 94%.

•Zeposia revenues increased 11% during the first quarter of 2026, primarily due to higher demand in the U.S. and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues increased 7%.

•Sotyktu revenues increased 24% during the first quarter of 2026, primarily due to higher demand across international markets and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues increased 20%.

•Krazati revenues increased 4% during the first quarter of 2026, primarily due to higher demand in the U.S. and foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 3%.

•Cobenfy revenues increased 107% during the first quarter of 2026, primarily due to higher demand in the U.S.

Legacy Portfolio

•Eliquis revenues increased 16% during the first quarter of 2026, primarily due to higher demand in the U.S. and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 13%. Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, generic manufacturers have sought to challenge our Eliquis patents and related SPCs and have begun marketing generic versions of Eliquis in certain countries prior to the expiry of our patents and related SPCs, which has led to the filing of infringement and invalidity actions involving our Eliquis patents and related SPCs being filed in various countries in Europe. In the EU, the apixaban composition of matter patents and related SPCs expire in November 2026. Additionally, in November 2025, BMS and Pfizer initiated a patent infringement action against an applicant seeking approval to market apixaban products in the U.S. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.

•Revlimid revenues decreased 63% during the first quarter of 2026, primarily due to lower demand in the U.S. as a result of generic erosion. In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. As of January 31, 2026, these licenses are no longer volume-limited. In the EU and Japan, generic lenalidomide products have entered the market.

•Pomalyst/Imnovid revenues decreased 22% during the first quarter of 2026, primarily due to lower demand as a result of generic erosion. In the U.S. (March 2026) and EU, generics have entered the market.

•Sprycel revenues decreased 58% during the first quarter of 2026, primarily due to lower demand as a result of generic erosion. Excluding foreign exchange impacts, revenues decreased 59%. In the U.S., EU and Japan, generics have entered the market.

•Abraxane revenues decreased 53% during the first quarter of 2026, primarily due to lower demand as a result of generic erosion, partially offset by foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased 54%.

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our 2025 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of March 31, 2026, for our U.S. distribution channels, and as of December 31, 2025, for our non-U.S. distribution channels.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accounted for approximately 90% of total gross sales of U.S. products during the three months ended March 31, 2026. Factors that may influence our estimates include generic erosion, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst. Internationally, Revlimid and Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business during the three months ended March 31, 2026 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next quarterly report on Form 10-Q.

Expenses


	Three Months Ended March 31,
Dollars in millions	2026		2025		% Change
Cost of products sold(a)	$	3,421	$	3,033	13	%
Selling, general and administrative	1,617		1,584		2	%
Research and development	2,649		2,257		17	%
Acquired IPRD	94		188		(50)	%
Amortization of acquired intangible assets	437		830		(47)	%
Other (income)/expense, net	32		339		(90)	%
Total Expenses	$	8,250	$	8,230	—	%

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $388 million in the first quarter of 2026, primarily due to higher alliance profit sharing and product mix.

Selling, General and Administrative

Selling, general and administrative expense increased by $32 million in the first quarter of 2026, primarily due to higher investments in new product launches, partially offset by cost savings from the Company's ongoing strategic productivity initiative.

Research and Development

Research and development expense increased by $393 million in the first quarter of 2026, primarily due to IPRD impairment charges of $410 million, partially offset by cost savings from the Company's ongoing strategic productivity initiative.

Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:


	Three Months Ended March 31,
Dollars in millions	2026		2025




BioArctic upfront fee	$	—	$	100
Evotec designation and opt-in license fees	10		83


Other	84		5
Acquired IPRD	$	94	$	188

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $393 million in the first quarter of 2026, primarily due to the lower amortization expense related to Pomalyst. The Pomalyst acquired marketed product right was fully amortized in the fourth quarter of 2025.

Other (Income)/Expense, Net

Other (income)/expense, net changed by $306 million in the first quarter of 2026 as discussed below.


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





Other	27		4
Other (income)/expense, net	$	32	$	339

•As part of our diabetes termination agreement with AstraZeneca, we received royalty payments based on net sales, which terminated as of December 31, 2025.

•Litigation and other settlements includes amounts related to pricing, sales and promotional practices disputes in the first quarter of 2025.

•Gains on equity investments during the first quarter of 2026 are primarily driven by upward adjustments in equity investments without RDFV. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for more information.

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		%

Impact of specified items	0.9		%	(2.1)		%
Effective tax rate excluding specified items	18.3		%	15.1		%

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) pension, legal and other contractual settlement charges, (viii) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnerships and other investments), and (ix) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates, as well as certain other significant tax items. We also provide worldwide and international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on April 30, 2026 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management's, analysts' and investors’ overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for the related financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Specified items were as follows:


	Three Months Ended March 31,
Dollars in millions	2026		2025

Inventory purchase price accounting adjustments	$	13	$	13


Site exit and other costs	—		2
Cost of products sold	13		14


Site exit and other costs	—		1
Selling, general and administrative	—		1

IPRD impairments	410		—



Site exit and other costs	1		21
Research and development	411		21

Amortization of acquired intangible assets	437		830

Interest expense	(9)		(12)
Provision for restructuring	5		133
Litigation and other settlements	—		246
Equity investment (gains)/losses	(134)		77
Integration expenses	19		41




Other	(22)		3
Other (income)/expense, net	(140)		489

Increase to earnings/(loss) before income taxes	721		1,356

Income taxes on items above	(161)		(143)



Increase to net earnings/(loss) attributable to BMS	$	560	$	1,212

The reconciliations from GAAP to Non-GAAP were as follows:


	Three Months Ended March 31,
Dollars in millions, except per share data	2026		2025
Net earnings/(loss) attributable to BMS
GAAP	$	2,677	$	2,456
Specified items	560		1,212
Non-GAAP	$	3,237	$	3,668

Weighted-average common shares outstanding – diluted	2,047		2,040

Diluted earnings/(loss) per share attributable to BMS
GAAP	$	1.31	$	1.20
Specified items	0.27		0.59
Non-GAAP	$	1.58	$	1.80

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:


Dollars in Millions	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	9,574	$	10,209
Marketable debt securities – current	912		464
Marketable debt securities – non-current	366		396
Total cash, cash equivalents and marketable debt securities	10,853		11,069
Short-term debt obligations	(2,308)		(2,261)
Long-term debt	(42,152)		(42,850)
Net debt position	$	(33,607)	$	(34,043)

We believe that our existing cash, cash equivalents and marketable debt securities together with our ability to generate cash from operations and our access to short-term and long-term borrowings are sufficient to satisfy our existing and anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the three months ended March 31, 2026, our net debt position decreased by $436 million primarily driven by cash provided by operations of $1.1 billion and proceeds from the sale of equity investment securities, partially offset by dividend payments of $1.3 billion.

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

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

As of March 31, 2026 and December 31, 2025, we 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, we extended the termination date of the credit facility from January 2030 to January 2031. No borrowings were outstanding under the revolving credit facility as of March 31, 2026 and December 31, 2025.

Dividend payments were $1.3 billion during the three months ended March 31, 2026. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

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

Cash Flows

The following is a discussion of cash flow activities:


	Three Months Ended March 31,
Dollars in millions	2026		2025
Cash flow provided by/(used in):
Operating activities	$	1,104	$	1,954
Investing activities	(131)		(499)
Financing activities	(1,560)		(993)

Operating Activities

The $850 million decrease in cash provided by operating activities compared to 2025 was driven by lower net customer receipts, primarily due to a list price reduction for Eliquis, and higher litigation-related disbursements, partially offset by lower expenses due to the ongoing strategic productivity initiative.

Investing Activities

Cash used in investing activities during 2026 was primarily driven by net purchases of marketable debt securities of $422 million, partially offset by proceeds from the sale of equity investment securities of $391 million.

Financing Activities

Cash used in financing activities during 2026 was primarily driven by dividend payments of $1.3 billion and the repayment of $500 million of floating rate notes.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the first quarter of 2026 as of April 30, 2026:


Product			Indication			Date			Developments


Breyanzi			MCL & MZL			April 2026			Japan's Ministry of Health Labour and Welfare approval of Breyanzi for the treatment of both relapsed or refractory MCL and relapsed or refractory MZL. This approval is based on Cohort 4 of the Phase II TRANSCEND FL study and the MCL cohort of the Phase I TRANSCEND NHL study.


Camzyos			oHCM			March 2026			Announced positive data from the Phase III SCOUT-HCM trial of Camzyos, the first study of a cardiac myosin inhibitor (CMI) in adolescents (ages 12 years to <18 years) with symptomatic oHCM. The trial met its primary endpoint, demonstrating a clinically meaningful and statistically significant reduction from baseline in Valsalva left ventricular outflow tract (LVOT) gradient at Week 28 versus placebo. Additionally, Camzyos showed meaningful improvement over placebo in multiple secondary endpoints at 28 weeks, and similar safety findings were observed in the Camzyos and placebo groups.


Cobenfy			Schizophrenia			March 2026			Announced data from Phase IV clinical trial evaluating the symptom stability, safety and tolerability of Cobenfy when switching adult outpatients with schizophrenia from an oral atypical antipsychotic to Cobenfy monotherapy. Through 8 weeks, patients remained stable with mean Positive and Negative Syndrome Scale (PANSS) total scores remaining below baseline, and no new safety signals were observed, regardless of cross-titration duration. These findings provide important evidence to help inform treatment switch strategies in clinical practice.


iberdomide			RRMM			February 2026			The FDA has accepted an NDA for iberdomide combined with standard treatment (daratumumab + dexamethasone - IberDd) in patients with RRMM. The FDA has granted a PDUFA date of August 17, 2026 for this indication. The filing was based on results from a planned analysis of MRD negativity rates in the Phase III EXCALIBER-RRMM study evaluating iberdomide as a treatment for RRMM patients. The EXCALIBER-RRMM trial is ongoing and patients continue to be evaluated for PFS.


iza-bren			TNBC			February 2026			Announced with SystImmune that SystImmune’s parent company, Sichuan Biokin Pharmaceutical Co., Ltd., reported positive interim topline results from BL-B01D1-307, a Phase III study conducted in China evaluating iza-bren in patients with unresectable locally advanced or metastatic TNBC whose disease progressed following prior taxane therapy. In the pre-specified interim analysis, topline results showed that iza-bren demonstrated statistically significant and clinically meaningful improvement in both PFS and overall survival (OS) compared to chemotherapy of physician’s choice, meeting both dual primary endpoints.


mezigdomide			RRMM			March 2026			Announced positive interim Phase III results from the SUCCESSOR-2 study. In the trial, oral mezigdomide in combination with carfilzomib and dexamethasone (MeziKd) demonstrated statistically significant and clinically meaningful improvement in PFS versus carfilzomib and dexamethasone alone (Kd) in patients with RRMM. Safety findings were consistent with the known profile of mezigdomide and the combination regimen. Patients will continue to be followed for survival and safety.


obexelimab			IgG4-RD			January 2026			Our partner, Zenas BioPharma, Inc., announced positive results from the Phase III INDIGO trial of obexelimab in Immunoglobulin G4-Related Disease (IgG4-RD). Obexelimab met the primary endpoint, demonstrating a highly statistically significant and clinically meaningful 56% reduction in the risk of IgG4-RD flare compared to placebo during the 52-week randomized placebo-controlled period. Obexelimab also met and demonstrated highly statistically significant activity compared to placebo on all four key secondary endpoints, which were reduction in investigator assessed IgG4-RD flare, the number of flares requiring rescue therapy, the proportion of patients achieving complete remission and the cumulative use of IgG4-RD rescue therapy. Rates of infections, including Grade 3, were lower in the obexelimab arm compared to placebo, and the incidence of injection site reactions was similar across both study arms.


Opdivo			cHL			March 2026			Announced FDA approval of Opdivo in combination with doxorubicin, vinblastine and dacarbazine (AVD) for the treatment of adult and pediatric patients 12 years and older with previously untreated, Stage III or IV cHL. The approval is based on results from the Phase III SWOG 1826 study, which demonstrated a statistically significant improvement in the primary endpoint of PFS for patients who received Opdivo in combination with AVD. Announced EC approval of Opdivo in combination with brentuximab vedotin, for the treatment of children 5 years of age and older, adolescents, and adults up to 30 years of age with relapsed or refractory cHL after one prior line of therapy. The approval is based on results from the Phase II CheckMate -744 study.


Reblozyl			Anemia			February 2026			Announced positive topline Phase II results from the registrational study NCT05664737, evaluating Reblozyl versus placebo for anemia in adults with Alpha-Thalassemia. The NTD and TD cohorts of the study met their respective primary endpoints, with Reblozyl demonstrating a statistically significant and clinically meaningful increase in hemoglobin levels in NTD patients with Alpha‑Thalassemia, and a statistically significant and clinically meaningful decrease in red blood cell (RBC) transfusion burden in TD patients with Alpha‑Thalassemia. The study also met all key secondary endpoints.


Sotyktu			PsA			March 2026			Announced FDA approval of Sotyktu, for the treatment of adults with active PsA. This approval is based on the positive results from the pivotal Phase III POETYK PsA-1 and POETYK PsA-2 trials.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. There have been no material changes to our critical accounting policies during the three months ended March 31, 2026. For information regarding the impact of recently adopted accounting standards, refer to "Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards."

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, laws, agreements and regulations to lower drug prices, government actions relating to the imposition of new tariffs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our 2025 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our 2025 Form 10-K. There have been no material changes to our market risk during the three months ended March 31, 2026.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, 2026, such disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies," to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company's 2025 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended March 31, 2026:


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data
January 1 to 31, 2026	48,345	$	54.48	—	$	5,014
February 1 to 28, 2026	13,108	$	56.57	—	$	5,014
March 1 to 31, 2026	2,442,613	$	60.15	—	$	5,014
Three months ended March 31, 2026	2,504,066			—

(a)Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023. The remaining share repurchase capacity under the program was $5.0 billion as of March 31, 2026. Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K). The Exhibits designated by the symbol ‡‡ are management contracts or compensatory plans or arrangements.


Exhibit No.						Description
‡‡10a.						Form of 202 6 Performance Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10b.						Form of 202 6 Market Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10c.						Form of 202 6 Restricted Stock Units Award Agreement with three-year, four-year, or five-year prorated vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10d.						Form of 202 6 Restricted Stock Units Award Agreement with three-year cliff vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
‡‡10e.						Form of 202 6 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 (filed herewith).
‡‡10f.						Form of 202 6 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 (filed herewith).
31a.						Section 302 Certification Letter (filed herewith).
31b.						Section 302 Certification Letter (filed herewith).
32a.						Section 906 Certification Letter (furnished herewith).
32b.						Section 906 Certification Letter (furnished herewith).
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Gleevec is a trademark of Novartis AG; Keytruda and Winrevair are trademarks of Merck & Co., Inc., Rahway, NJ, USA; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

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 Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:


2025 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2025	MZL	marginal zone lymphoma
ANDA	Abbreviated New Drug Application	Mirati	Mirati Therapeutics, Inc.
AstraZeneca	AstraZeneca PLC	NDA	New Drug Application
API	Active Pharmaceutical Ingredient	NTD	non-transfusion-dependent
AOCL	Accumulated other comprehensive loss	NHL	Non-Hodgkin's Lymphoma
BioArctic	BioArctic AB	oHCM	Obstructive Hypertrophic Cardiomyopathy
Celgene	Celgene Corporation	Ono	Ono Pharmaceutical Co., Ltd
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	PD-1	programmed cell death protein 1
cHL	classical Hodgkins Lymphoma	PD-L1	programmed death-ligand 1
CVR	Contingent value right	PDUFA	Prescription Drug User Fee Act
Dr. Reddy's Laboratories	Dr. Reddy’s Laboratories, Limited and Dr. Reddy’s Laboratories, Inc.	Pfizer	Pfizer, Inc.
EC	European Commission	PFS	progression-free survival
EPS	earnings per share	PsA	psoriatic arthritis
EU	European Union	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarter ended March 31, 2026
Evotec	Evotec SE	R&D	research and development
Exchange Act	the Securities Exchange Act of 1934	RDFV	readily determinable fair values
FASB	Financial Accounting Standards Board	REMS	risk evaluation and mitigation strategy
FDA	U.S. Food and Drug Administration	Roche	F. Hoffman-La Roche & Co.
GAAP	generally accepted accounting principles	RRMM	relapsed or refractory multiple myeloma
GTN	gross-to-net	Sanofi	Sanofi S.A.
HCM	hypertrophic cardiomyopathy	SEC	U.S. Securities and Exchange Commission
HHS	Health and Human Services	SPC	Supplementary Protection Certificate
IPRD	in-process research and development	SystImmune	SystImmune, Inc.
IRA	Inflation Reduction Act of 2022	TD	transfusion-dependent
IRS	Internal Revenue Service	TNBC	triple negative breast cancer
IT	Information Technology	U.K.	United Kingdom
Merck	Merck & Co., Inc., Rahway, NJ, USA	U.S.	United States
MCL	mantle cell lymphoma	VAT	value added tax
MRD	minimal residual disease

SIGNATURES

Pursuant to the requirements 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)

Date:	April 30, 2026	By:	/s/ Christopher Boerner, Ph.D.
			Christopher Boerner, Ph. D. Chair of the Board and Chief Executive Officer

Date:	April 30, 2026	By:	/s/ David V. Elkins
			David V. Elkins Chief Financial Officer

EXHIBIT 10a

NOTICE OF GRANT OF

PERFORMANCE SHARE UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Performance Share Units Award

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an award of Performance Share Units (such units, “PSUs”; such award, “Award”) under the 2021 Stock Award and Incentive Plan (the “Plan”), as described in this Notice of Grant, subject to the terms and conditions of the Performance Share Units Agreement (including this Notice of Grant, Exhibit A, Addendum A and Addendum B, the “Agreement”), the Plan, and the Prospectus (which summarizes various aspects of the Plan, including your risk in participating in the Plan, restrictions on resales of delivered shares, federal income tax consequences, and other Plan information). The terms and conditions of the Plan and the Prospectus are hereby incorporated by reference into and made a part of this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Prospectus.

NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of PSUs			[Number]
Award Date			[Date Award Granted]
Restricted Period			The period during which your continued services are required from March 10, 2026 to March 10, 2029 (such end date, the “Restricted Period Scheduled End Date”). This period may end earlier in the event of certain terminations of employment.
Performance Period			January 1, 2026 to December 31, 2028*
Relative Total Shareholder Return Compound Annual Growth Rate (“TSR CAGR”) Performance Measurement Period			March 10, 2026 to February 28, 2029*
Performance Measures and Goals			The Performance Measures and Goals set forth in Exhibit A attached hereto.
Settlement			Vested PSUs will be settled by delivery of one share of the Company’s Common Stock, $0.10 par value per share, for each PSU being settled.
Settlement Date			March 10, 2029, which is the date that, if both the performance conditions described in Exhibit A hereto and the continuous service requirements have been met, the settlement of the Award will be commenced pursuant to Section 2(b).

___________________________

* In the event of a Change in Control, the last day of such period will be the earlier of December 31, 2028 (or February 28, 2029, as applicable) or the date determined under the applicable provisions of Exhibit A attached hereto.

PSU Agreement

2026 PERFORMANCE SHARE UNITS AWARD AGREEMENT

1.PERFORMANCE SHARE UNITS AWARD

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has approved the grant of your Award as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each PSU shall represent the conditional right to receive, upon settlement of the PSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the PSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash.

As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries for the entire Restricted Period or such lesser period as the Committee shall determine in its sole discretion, and no PSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (Non-Competition and Non-Solicitation Agreement) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration. By accepting this Award, you agree that this Award constitutes adequate consideration (in addition to other consideration received) for your Mutual Arbitration Agreement.

2.DETERMINATION OF PERFORMANCE SHARE UNITS VESTED; RESTRICTIONS, FORFEITURES, AND SETTLEMENT

Except as otherwise provided in this Section 2, each PSU shall be subject to the restrictions and conditions set forth herein during the Restricted Period (as specified in the Notice of Grant). Vesting requires both (i) the satisfaction of the requisite Performance Measures and Goals and (ii) you remaining continuously employed by the Company or a subsidiary of the Company for the entire Restricted Period, subject to the provisions of this Section 2. Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested PSUs, and you can still forfeit vested PSUs and delivered shares of Common Stock as set forth herein. See Exhibit A for additional information on the vesting of your Award.

(a)Nontransferability. Except as permitted under Section 11(b) of the Plan, during the Restricted Period and any further period prior to settlement of your PSUs, you may not, directly or indirectly, offer, sell, transfer, pledge, assign, or otherwise transfer or dispose of (each, a “Transfer”) any of the PSUs or your rights relating thereto. If you Transfer, or attempt to Transfer, your rights under this Agreement in violation of the provisions herein, the Company’s obligation to settle PSUs, deliver the shares of Common Stock, or otherwise make payments pursuant to the PSUs shall terminate.

(b)Time of Settlement. PSUs that are not forfeited shall be settled within 60 days of the Settlement Date, by delivery of one share of Common Stock for each PSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that,

in the event of a Change in Control (as defined in Section 9(b) of the Plan) following the occurrence of your separation from service pursuant to any of the termination events described in Section 2(c), 2(d), or 2(e) but before Settlement Date, PSUs shall be (i) settled in the number that was previously vested on such termination event under Section 2(c), 2(d), or 2(e), as applicable, within 60 days after the date of the Change in Control, and (ii) subject to the Performance Measures and Goals and PSU Payout Percentage calculations determined pursuant to Exhibit A. The number of PSUs being settled on the date of settlement shall be determined by multiplying the number of PSUs granted pursuant to this Agreement by the PSU Payout Percentage (determined pursuant to Exhibit A) and, if provided in Section 2 based on certain terminations of employment, such number will be further multiplied by the pro rata fraction determined under the applicable provision in Section 2.

No dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period following vesting during which settlement was delayed. Settlement of PSUs that directly or indirectly result from adjustments to PSUs shall occur at the time of settlement of, and subject to the restrictions and conditions that apply to, the granted PSUs. Settlement of cash amounts that directly or indirectly result from adjustments to PSUs shall be included as part of your regular payroll payment as soon as administratively practicable after the settlement date for, and subject to the restrictions and conditions that apply to, the granted PSUs. Until shares of Common Stock are delivered to you in settlement of vested PSUs, you shall have none of the rights of a stockholder of the Company with respect to such shares, including the right to vote the shares and receive actual dividends and other distributions on such shares. Shares of Common Stock that may be delivered in settlement of PSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company, subject to any restrictions and conditions set forth herein that apply to the shares of Common Stock delivered in respect of vested PSUs.

(c)If Retirement-Eligible; Death.

(i)Age 65 Retirement. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(i) of the Plan, which requires that you are at least age 65), you shall be deemed vested, as of the date you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of PSUs granted. The timing of settlement of such PSUs shall be governed by Section 2(b) hereof. Following your Retirement, any PSUs that have not been deemed vested under this Section 2(c)(i) will be canceled and forfeited.

55 with at least 10 years of service), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of PSUs granted. The timing of settlement of such PSUs shall be governed by Section 2(b) hereof. Following your Retirement, any PSUs that have not been deemed vested under this Section 2(c)(ii) will be canceled and forfeited.

(iii)Retirement under “Rule of 70”. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(iii) of the Plan, which requires that you meet the “Rule of 70”), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of PSUs granted. The timing of settlement of such PSUs shall be governed by Section 2(b) hereof.

If you are only eligible for Retirement pursuant to Section 2(x)(iii) of the Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the pro rata vesting described in this Section 2(c)(iii) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any PSUs that are unvested as of the date your employment terminates. Following your Retirement, any PSUs that have not been deemed vested under this Section 2(c)(iii) will be canceled and forfeited.

(iv)Death. In the event of your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, your estate or legal heirs, as applicable, shall be deemed fully vested, as of the date of your death, in (i.e., the Restricted Period shall expire with respect to) all PSUs granted. The timing of settlement of such PSUs shall be governed by Section 2(b) hereof.

In the event that the PSUs vest on account of your death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares of Common Stock in settlement of PSUs (not previously forfeited), shares in settlement of your PSUs shall not be delivered to your estate or legal heirs, as applicable, until presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

Period shall expire with respect to) a Prorated Portion of PSUs granted. The timing of settlement of such PSUs shall be governed by Section 2(b) hereof.

If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any PSUs that are unvested as of the date your employment terminates. Following your termination of employment, any PSUs that have not been deemed vested under this Section 2(d) will be canceled and forfeited.

(e)Disability. In the event you become Disabled (as that term is defined below), for purposes of the PSUs, you will not be deemed to have terminated employment for the period during which, under the applicable Disability pay plan of the Company or a subsidiary of the Company, you are deemed to be employed and continue to receive Disability payments. However, no period of continued Disability shall continue beyond 29 months for purposes of the PSUs, at which time you will be considered to have separated from service in accordance with applicable laws as more fully provided for herein (except as may be modified by reason of the application of Section 2(i) below, the earlier of (A) the date that payments to you cease under all disability pay plans of the Company and its subsidiaries and (B) the date that the 29-month period expires, being referred to herein as the “Disability End Date”). Upon the Disability End Date, (i) if you return to employment status, you will not be deemed to have terminated employment, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated employment on the Disability End Date and the Restricted Period shall end on such date, with such termination treated for purposes of the PSUs as a Retirement or death (as detailed in Section 2(c) herein) or a voluntary or other termination (each as detailed in Section 2(g) herein) based on your circumstances at the time of such termination.

For purposes of this Agreement, “Disability” or “Disabled” shall mean qualifying for and receiving payments under a disability plan of the Company or any subsidiary of the Company either in the United States or in a jurisdiction outside of the United States, and in jurisdictions outside of the United States shall also include qualifying for and receiving payments under a mandatory or universal disability plan or program managed or maintained by the government.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event (i) your employment is terminated (A) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan) (including a Retirement under Section 2(x)(iii) of the Plan) or (B) due to Retirement under Section 2(x)(i) or (ii) of the Plan (whether by the Company or voluntarily), which Retirement under Section 2(x)(i) or (ii) of the Plan does not constitute a Qualifying Termination, and (ii) in the case of either clause (A) or (B) of this Section 2(f), such termination occurs during the Protected Period (as defined in Section 9(a) of the Plan) following a Change in Control (as defined in Section 9(b) of the Plan) and prior to the Settlement Date, you shall be deemed fully vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) all PSUs granted and the settlement of your Award shall be subject to the Performance Measures and Goals and PSU Payout Percentage calculations determined

pursuant to Exhibit A. PSUs settled pursuant to this Section 2(f) as a result of a separation from service during the Protected Period shall be settled within 60 days after such separation from service (subject to Section 2(h)(ii)). Upon your separation from service after a Change in Control during the Protected Period, any PSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

(g)Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time), your Award shall be subject to the rescission, forfeiture, remedy, and other provisions of Section 2(k) (Rescission, Forfeiture, and Other Remedies). Further, in the event of any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested PSUs on the date of termination, and you shall have no right to settlement of any portion of such PSUs.

(h)Special Distribution Rules To Comply with Code Section 409A. PSUs granted pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code (the “Code”) or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Any payments under the Agreement that may be excluded from Code Section 409A as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. If your PSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your PSUs will be subject to applicable limitations under Code Section 409A; specifically, the PSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement:

(i)Settlement of the PSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h).

(ii)Settlement of the PSUs under Sections 2(c), 2(d), or 2(e) for a separation of service that does not occur during the Protected Period following a Change in Control shall be made on the earlier of the Settlement Date and a Change in Control as detailed in and pursuant to the terms of Section 2(b). Settlement of the PSUs under Section 2(f) for a separation from service that does occur during the Protected Period following a Change in Control shall be made within 60 days of such

separation from service as detailed in and pursuant to the terms of Section 2(f) (or, if the separation from service occurs more than two years following a Change in Control but during the Protected Period, settlement shall be made on the Settlement Date). For purposes of this Agreement and this Section 2(h)(ii), a Change in Control shall be a Change in Control only if it constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. § 1.409A-3(i)(5).

As more fully provided for in the Plan, notwithstanding any provision herein, in any Award, or in the Plan to the contrary, the terms of any Award shall be limited to those terms permitted under Code Section 409A, including all applicable regulations and administrative guidance thereunder (“Section 409A”), and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

(i)Other Terms.

(i)In the event that you fail to promptly pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all unvested PSUs shall be forfeited by you.

(ii)You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the PSUs by delivering to the Company a written notice of such waiver.

(iii)Termination of employment includes any event if immediately thereafter you are no longer an employee of the Company or any subsidiary of the Company, subject to Section 2(j) hereof. Such an event could include the disposition of a subsidiary or business unit by the Company or a subsidiary. References in this Section 2 to employment by the Company include employment by a subsidiary of the Company.

(iv)Upon any termination of your employment, any PSUs as to which the Restricted Period has not expired at or before such termination, subject to any vesting provided for under Sections 2(c)-2(f) hereof, shall be forfeited. Other provisions of this Agreement notwithstanding, in no event will an PSU that has been forfeited thereafter vest or be settled.

(v)In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement, your right to vest in the PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your PSUs (including whether you may still be considered to be providing services while on

a leave of absence). For the avoidance of doubt, employment during only a portion of the Restricted Period, but where your employment has terminated prior to the Settlement Date, will not entitle you to vest in a pro rata portion of the PSUs, unless otherwise provided in this Agreement.

(vi)In any case in which you are required to execute a release as a condition to vesting and settlement of the PSUs, the applicable procedure shall be as specified under the 409A Compliance Rules, except that the deadline for complying with such condition shall be the period provided in this Agreement.

(j)The following events shall not be deemed a termination of employment:

(i)A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and

(ii)A leave of absence from which you return to active service, such leave being for any purpose approved by the Company or a subsidiary of the Company in writing.

Any failure to return to active service with the Company or a subsidiary of the Company at the end of an approved leave of absence as described herein shall be deemed a voluntary termination of employment effective on the date the approved leave of absence ends, subject to applicable law, and any PSUs that are unvested as of the date your employment terminates shall be forfeited subject to Sections 2(c)-2(f) hereof. During a leave of absence as referenced in (ii) above, although you will be considered to have been continuously employed by the Company or a subsidiary of the Company and not to have had a termination of employment under this Section 2, subject to applicable law, the Committee may specify that such leave of absence period approved for your personal reasons (and provided for by any applicable law) shall not be counted in determining the period of employment for purposes of the vesting of the PSUs. In such case, subject to Code Section 409A, the Restricted Period for unvested PSUs shall be extended by the length of any such leave of absence.

(k)Rescission, Forfeiture, and Other Remedies. Unless prohibited by law, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time) or if BMS (as defined in Section 3(d)(iii)) determines that you have violated any applicable provisions of Section 3 below, in addition to injunctive relief and damages, you agree and covenant that:

(i)any portion of the PSUs not vested or settled shall be immediately rescinded;

(ii)you shall automatically forfeit any rights you may have with respect to any vested, unsettled PSUs as of the date of such termination of employment or determination that you have violated any applicable provisions of Section 3;

(iii)if any portion of the PSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3below (or settled following the date of any such termination of employment or violation of any applicable provisions of Section 3), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock

that you acquired upon settlement of such PSUs (or an equivalent number of other shares of Common Stock, or a cash amount equal to the greater of (1) the value of the shares of Common Stock that you acquired upon settlement of such PSUs, determined as of the settlement date or (2) the proceeds from any sale of such shares of Common Stock), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and such shares shall be deemed to be reacquired by the Company; and

(iv)the foregoing remedies set forth in this Section 2(k) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

(l)Overpayment. If the Company makes a delivery of shares of Common Stock or payment under your Award, and later determines that you did not satisfy the terms and conditions required for receiving such delivery or payment, you shall be required to return the shares of Common Stock to the Company, repay to the Company an amount equal to the proceeds from any sale for such shares of Common Stock, or repay any cash amounts received (as applicable), and repay any taxes previously withheld by the Company.

(m)Prorated Portion. For purposes of this Agreement, the term “Prorated Portion” means a portion of your Award determined by multiplying the number of PSUs subject to the Award by a fraction, (1) the numerator of which is equal to the number of calendar days that elapsed between the Award Date and the date on which your employment with the Company or a subsidiary of the Company ended, and (2) the denominator of which equals the number of calendar days that would elapse between the Award Date and the Restricted Period Scheduled End Date.

3.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

You acknowledge that the grant of PSUs pursuant to this Agreement is sufficient consideration for this Agreement, including, without limitation, all applicable restrictions imposed on you by this Section 3. You further acknowledge and agree that you have been provided with at least fourteen (14) days to review this Agreement before signing and that you have been advised to consult with an attorney before signing this Agreement. For the avoidance of doubt, the non-competition provisions of Sections 3(c)(i)-(ii) below shall only be applicable during your employment by BMS.

(a)Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of confidential information that you signed at the inception of or during your employment, the terms of which are incorporated herein by reference. This includes, but is not limited to, use or disclosure of any BMS confidential information, proprietary information, or trade secrets to third parties. Confidential information, proprietary information, and trade secrets include, but are not limited to, any information gained in the course of your employment with BMS that is marked as confidential or could reasonably be expected to harm BMS if disclosed to third parties, including, without limitation, any information that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS confidential information, proprietary information, or trade secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to

personal unencrypted thumb drives, cloud storage, or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format, and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives, and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Notwithstanding the foregoing, nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government, law enforcement, or regulatory agency or entity, or to engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

(b)Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements, and business or marketing concepts related to the current or contemplated business or activities of BMS and that are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents that BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.

(c)Non-Competition, Non-Solicitation, and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law. Please see Addendum B (“Limited Application of Restrictive Covenants in Certain States, Territories and Related Notices”) attached hereto for certain state limitations, as applicable. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or impracticable for BMS to monitor your strict compliance with your confidentiality obligations. Consequently, you agree that you will not, directly or indirectly, except in the performance of your duties for BMS:

(i)during the Covenant Restricted Period, own or have any financial interest in a Competitive Business (as defined below), except that nothing in this clause shall prevent you from owning one percent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;

(ii)during the Covenant Restricted Period, whether or not for compensation, either on your own behalf or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity, be actively connected with a Competitive Business or otherwise advise or assist a Competitive Business with regard to any product, investigational compound, technology, service, or line of business that competes with any product, investigational compound, technology, service, or line of business with which you worked or about which you became familiar as a result of your employment with BMS. Actively connected does not include application for other employment with a Competitive Business;

(iii)for employees in an executive, management, supervisory, or business unit lead role while in service or at the time of termination, you will not, during the Covenant Restricted Period, employ, solicit for employment, solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any BMS employee to terminate or reduce his or her or its relationship with BMS. This restriction includes, but is not limited to, participation by you in any and all parts of the staffing and hiring processes involving a candidate regardless of the means by which an employer other than BMS became aware of the candidate;

(iv)during the Covenant Restricted Period, solicit, induce, encourage, appropriate, or attempt to solicit, divert, or appropriate, by use of confidential information, any existing or prospective customer, vendor, or supplier of BMS that you became aware of or was introduced to in the course of your duties for BMS, to terminate, cancel, or otherwise reduce its relationship with BMS; and

(v)during the Covenant Restricted Period, engage in any activity that is harmful to the interests of BMS, including, without limitation, any conduct during the term of your employment that violates BMS’s Standards of Business Conduct and Ethics, securities trading policy, and other policies.

(d)Definitions. For purposes of this Agreement, the following definitions shall apply:

(i)“Competitive Business” means any business that is engaged in or is about to become engaged in the development, production, or sale of any product, investigational compound, technology, process, service, or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service, or line of business resembles or competes with any product, investigational compound, technology, process, service, or line of business that was sold by, or in development at, BMS during your employment with BMS.

(ii)The “Covenant Restricted Period,” for purposes of Sections 3(c)(iii) and 3(c)(iv), shall be the period during which you are employed by BMS and twelve (12) months after the end of your term of employment with and/or work for BMS for any reason (e.g., restriction applies regardless of the reason for termination and includes voluntary and involuntary termination). The “Covenant Restricted Period,” for purposes of Sections 3(c)(i), 3(c)(ii), and 3(c)(v), shall be the period of employment by BMS. In the event that BMS files an action to enforce rights arising out of this Agreement, the Covenant Restricted Period shall be extended

for all periods of time in which you are determined by the Court or other authority to have been in violation of the provisions of Section 3(c).

(iii)“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

(e)Severability. You acknowledge and agree that the period and scope of restriction imposed upon you by this Section 3 are fair and reasonable and are reasonably required for the protection of BMS. In case any one or more of the provisions contained in Section 3 of this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and Section 3 of this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of Section 3 of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal, or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area, or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal, or unenforceable term or provision with a term or provision that is valid, legal, and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal, or unenforceable term or provision. You acknowledge and agree that your covenants under Section 3 of this Agreement are ancillary to your employment relationship with BMS but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that you may have against BMS shall not constitute a defense to the enforcement of Section 3 of this Agreement by BMS nor an excuse for noncompliance with Section 3 of this Agreement.

(f)Additional Remedies. You acknowledge and agree that any violation by you of this paragraph will cause irreparable harm to BMS and that BMS cannot be adequately compensated for such violation by damages. Accordingly, if you violate or threaten to violate Section 3 of this Agreement, then, in addition to any other rights or remedies that BMS may have in law or in equity, BMS shall be entitled, without the posting of a bond or other security, to obtain an injunction to stop or prevent such violation, including, but not limited to, obtaining a temporary or preliminary injunction from a Delaware court pursuant to Section 1(a) of the Mutual Arbitration Agreement (if applicable) and Section 14 of this Agreement. You further agree that, if BMS incurs legal fees or costs in enforcing Section 3 and other applicable terms of this Agreement, you will reimburse BMS for such fees and costs.

(g)Binding Obligations. The obligations set forth in this Section 3 shall be binding both upon you, your assigns, executors, administrators, and legal representatives. At the inception of or during the course of your employment, you may have executed agreements that contain similar terms. Those agreements remain in full force and effect. In the event that there is a conflict between the terms of those agreements and Section 3 of this Agreement, Section 3 of this Agreement will control.

(h)Enforcement. BMS retains discretion regarding whether or not to enforce the terms of the covenants contained in this Section 3 and its decision not to do so in your instance or anyone’s case shall not be considered a waiver of BMS’s right to do so.

(i)Duty To Notify Third Parties; BMS Notification. During your employment with BMS and for a period of 12 months after your termination of employment from BMS, you shall communicate any post-employment obligations under Section 3 of this Agreement to each subsequent employer. You also authorize BMS to notify third parties, including, without limitation, customers and actual or potential employers, of the terms of Section 3 and, as applicable, other terms of this Agreement and your obligations hereunder upon your separation from BMS or your separation from employment with any subsequent employer during the applicable Covenant Restricted Period, by providing a copy of this Agreement, or otherwise. In the event your employment with BMS terminates for any reason, you agree to disclose the name, job title, job duties, and the location of your next employer to BMS upon request. Such disclosure is necessary to ensure adherence to your post-employment obligations under Section 3 of this Agreement and to protect BMS confidential information from improper disclosure.

4.RESPONSIBILITY FOR TAXES

You acknowledge that, regardless of any action taken by the Company, any subsidiary, or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate, and/or the Employer: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs or underlying shares of Common Stock, including the grant of the PSUs, the vesting of PSUs, the settlement of the PSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at settlement, and the receipt of any dividends and (b) does not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items that require withholding by the Company or the Employer. In this regard, by your acceptance of the PSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:

(a)requiring you to make a payment in a form acceptable to the Company; or

(b)withholding from your wages or other cash compensation payable to you; or

(c)withholding from proceeds of the sale of shares of Common Stock delivered upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or

(d)withholding in shares of Common Stock to be delivered upon settlement of the PSUs;

provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold shares of Common Stock deliverable in settlement of the PSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that may require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of PSUs not later than 90 days before the relevant taxable or tax withholding event.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have received the full number of shares of Common Stock in respect of the vested PSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Common Stock or pay cash in settlement of the PSUs if you fail to comply with your obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to PSUs will be withheld or released for sale to satisfy any Tax-Related Items arising prior to the date of settlement of the PSUs, then, to the extent that any portion of the PSUs is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released for sale shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to the portion of the PSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

5.DIVIDENDS AND ADJUSTMENTS

(a)Dividends or dividend equivalents are not paid, accrued, or accumulated on PSUs during the Restricted Period, except as provided in Section 5(b).

(b)The number of your PSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to PSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event referred to in Section 11(c) of the Plan (excluding any payment of ordinary dividends on Common Stock) or any other “equity restructuring” as defined in FASB ASC Topic 718.

6.EFFECT ON OTHER BENEFITS

In no event shall the value, at any time, of the PSUs or any other payment under this Agreement be included as compensation or earnings for purposes of any compensation, retirement, or benefit plan offered to employees of the Company or any subsidiary of the Company unless otherwise specifically provided for

in such plan. The PSUs and the underlying shares of Common Stock (or their cash equivalent), and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, the calculation of any severance, resignation, termination, redundancy or end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits, or similar mandatory payments.

7.ACKNOWLEDGMENT OF NATURE OF PLAN AND PSUS

By accepting this Award, you acknowledge, understand, and agree that, notwithstanding anything to the contrary:

(a)The Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended, or terminated by the Company at any time to the extent permitted by the Plan;

(b)This Award is exceptional, voluntary, and occasional and does not create any contractual or other right to receive future awards of PSUs, or benefits in lieu of PSUs, even if PSUs have been awarded in the past;

(c)All decisions with respect to future awards of PSUs or other awards, if any, will be at the sole discretion of the Company;

(d)This Award is granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any other subsidiary or affiliate of the Company;

(e)Your participation in the Plan is voluntary;

(f)The PSUs and the shares of Common Stock in respect of the PSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)Unless otherwise agreed with the Company, the PSUs and the shares of Common Stock in respect of the PSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;

(h)The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;

(i)No claim or entitlement to compensation or damages arises from (i) the forfeiture of PSUs resulting from termination of your employment with the Company or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any), and/or (ii) the forfeiture of PSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the PSUs resulting from the application of any Recoupment Policy (defined below);

(j)Unless otherwise provided in the Plan or by the Company in its discretion, the PSUs and the benefits evidenced by this Agreement do not create any entitlement to have the PSUs or any such benefits transferred to, or assumed by, another company, nor to be exchanged,

cashed out, or substituted for, in connection with any corporate transaction affecting the shares of the Company;

(k)Neither the Company, the Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and

(l)The PSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the PSUs will be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements and the policy for Recoupment of Compensation for Compliance Violations, as each may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards and any other recoupment policies that have or may be adopted or implemented by the Company from time to time (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the PSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.

8.NO ADVICE REGARDING GRANT

The Company is not providing any tax, legal, or financial advice nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying shares of Common Stock. You should consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

9.RIGHT TO CONTINUED EMPLOYMENT

Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

10.ADMINISTRATION; UNFUNDED OBLIGATIONS

claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for you or any beneficiary, estate, or legal heirs, as applicable. Until PSUs are, in fact, settled, you and any of your valid beneficiaries, estate, or legal heirs, as applicable, shall be a general creditor of the Company with respect to your PSUs.

11.DEEMED ACCEPTANCE

You are required to accept the terms and conditions set forth in this Agreement prior to the first anniversary of the Award Date (or, if earlier, the date you are deemed vested) in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first anniversary of the Award Date (or, if earlier, the date you are deemed vested). For your benefit, if you have not rejected the Agreement prior to the first anniversary of the Award Date (or, if earlier, the date you are deemed vested), you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be delivered to you in a timely manner, and, once delivered, you waive any right to assert that you have not accepted the terms hereof.

12.AMENDMENT TO PLAN

This Agreement shall be subject to the terms of the Plan, as amended from time to time, except that, subject to Sections 19, 21, and 23 of this Agreement and the provisions of Addendum A hereto, your rights relating to the Award may not be materially adversely affected by any amendment or termination of the Plan approved after the Award Date without your written consent.

13.SEVERABILITY AND VALIDITY

The various provisions of this Agreement are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

14.GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of PSUs and this Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

(a)If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this grant of PSUs or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration shall exclusively be brought and conducted in the courts of Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware, and no other courts where this grant of PSUs is made and/or performed. The parties hereby submit to and consent to the jurisdiction of the State of Delaware for purposes of any such application for injunctive relief.

(b)If you are not subject to the Mutual Arbitration Agreement, this Agreement and grant of PSUs shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this grant of PSUs or Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware and agree that such litigation shall exclusively be conducted in the courts of

Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware and that no other courts where this grant of PSUs is made and/or performed.

15.SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and heirs of the respective parties.

16.ELECTRONIC DELIVERY AND ACCEPTANCE

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through online or electronic systems established and maintained by the Company or a third party designated by the Company.

17.INSIDER TRADING/MARKET ABUSE LAWS

You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., PSUs), or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees, and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal advisor on this matter.

18.LANGUAGE

You acknowledge that you are proficient in the English language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms of this Agreement, the Plan, and any other Plan-related documents. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.

19.COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding any other provisions of the Plan or this Agreement, unless there is an available exemption from any registration, qualification, or other legal requirement applicable to the shares of Common Stock, you understand that the Company will not be obligated to deliver any shares of Common Stock pursuant to the vesting and/or settlement of the PSUs if the delivery of such Common Stock shall constitute a violation by you or the Company of any provision of law or regulation of any governmental authority. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable

to issuance of shares. Any determination by the Company in this regard shall be final, binding, and conclusive.

Without limiting the foregoing, if the Company determines, in its sole discretion, that the holding, vesting, or settlement of your Award would violate, or could reasonably be expected to violate, an applicable federal, state, local, or foreign ethics law or conflicts of interest law, the Company, in its sole discretion, may terminate your Award and may provide a substitute cash award or other cash compensation in lieu of your Award, as determined by the Company in good faith (including by valuing any substitute cash award or other cash compensation based on achievement of the Performance Measures and Goals at Target).

20.ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

This Agreement (including the terms of the Plan and the Grant Summary) contains the entire understanding of the parties, provided that, if you are subject to the Mutual Arbitration Agreement, then the Mutual Arbitration Agreement is hereby incorporated into and made a part of this Agreement. Except as permitted by Sections 19, 21, and 23 of this Agreement and the provisions of Addendum A, this Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

21.ADDENDUM A

Your PSUs shall be subject to any additional provisions set forth in Addendum A to this Agreement for your country, if any. If you are residing and/or working in one of the countries included in Addendum A, the additional provisions for such country, if any, shall apply to you, without your consent, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Addendum A constitutes part of this Agreement.

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

Your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls that may affect your ability to acquire or hold shares of Common Stock or cash under the Plan (including from any dividends paid on shares of Common Stock or sale proceeds resulting from the sale of shares of Common Stock acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets, or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.

23.IMPOSITION OF OTHER REQUIREMENTS

The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs, and on any shares of Common Stock delivered in respect of the PSUs to the extent the Company

determines it is necessary or advisable for legal or administrative reasons and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

24.OTHER REPRESENTATIONS

BY ACCEPTING THIS AWARD, YOU ALSO REPRESENT THAT YOU HAVE RECEIVED AND CAREFULLY READ A COPY OF THE PROSPECTUS FOR THE PLAN, TOGETHER WITH THE COMPANY’S MOST RECENT ANNUAL REPORT TO ITS SHAREHOLDERS. YOU HEREBY ACKNOWLEDGE THAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH THE SHARES AND THAT THERE CAN BE NO ASSURANCE THE PRICE OF THE COMMON STOCK WILL NOT DECREASE IN THE FUTURE. YOU HEREBY ACKNOWLEDGE NO REPRESENTATIONS OR STATEMENTS HAVE BEEN MADE TO YOU CONCERNING THE VALUE OR POTENTIAL VALUE OF THE COMMON STOCK. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ONLY ON INFORMATION CONTAINED IN THE PROSPECTUS AND HAVE RECEIVED NO REPRESENTATIONS, WRITTEN OR ORAL, FROM THE COMPANY OR ITS EMPLOYEES, ATTORNEYS, OR AGENTS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS OR THIS AGREEMENT.

For the Company

Bristol-Myers Squibb Company

By /s/ Amanda Poole

Amanda Poole

Chief People Officer

I have read this Agreement in its entirety. I understand that this Award has been granted to provide a means for me to acquire and/or expand an ownership position in Bristol-Myers Squibb Company. I acknowledge and agree that sales of shares of Common Stock will be subject to the Company’s policies regulating trading by employees. I acknowledge and agree that I have been provided with at least fourteen (14) calendar days to review this Agreement before signing and that I have been advised to consult with an attorney before signing this Agreement. By accepting this Award, I hereby agree that Fidelity, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information for the administration of this Award.

I hereby agree to all the terms, restrictions, and conditions set forth in this Agreement, including, but not limited to, any post-employment covenants described herein.

Exhibit A

2026 PERFORMANCE SHARE UNITS AWARD AGREEMENT
Under the Bristol-Myers Squibb Company
2021 Stock Award and Incentive Plan

2026 Performance Share Units Award
Performance Measures and Goals for the Performance Period and TSR Measurement Period

Participant shall vest in Performance Share Units in the manner set forth in this Exhibit A.

•Vesting Based on Performance: Between February 28, 2029 and March 10, 2029,1 the Committee shall determine and certify the Company’s actual performance in relation to the established Performance Measures and Goals for the Performance Period and the TSR Measurement Period.

Between February 28, 2029 and March 10, 2029,1 the Committee shall determine and certify the extent to which PSUs are deemed vested on the basis of the foregoing and the grid below, provided, however, that, the Committee may exercise its discretion (reserved under Section 6(i) of the Plan) to increase or reduce the amount of PSUs deemed eligible for vesting in its assessment of performance in relation to Performance Measures and Goals, or in light of other considerations the Committee deems relevant. Any PSUs that are not, based on the Committee’s determination, either deemed eligible for vesting based on performance during the Performance Period and TSR Measurement Period or deemed to be vested in connection with a termination of employment detailed in this Agreement including, unless otherwise expressly determined by the Committee, PSUs that had been potentially eligible for vesting by performance in excess of the actual performance levels achieved, shall be canceled and forfeited.


(A) PSUs in Award	(B) Settlement Date1	(C) PSU Payout Percentage	(D) Number of PSUs Vested
Target # of PSUs2	March 10, 2029	Weighted Payout of Growth Portfolio Revenue, Operating Income and Relative TSR CAGR Performance	Target # of PSUs (Column A) times PSU Payout Percentage (Column C)

The PSU Payout Percentage will be calculated on a weighted-average basis as the sum of the three Weighted Payouts, as determined by the Committee, rounded to the nearest hundredth (two places after the decimal). The definitions of “Growth Portfolio Revenue” and “Operating Income” are set forth in the brochure applicable to MSUs and PSUs distributed to participants and are measured from January

1 However, in the event of a Change in Control, see the applicable provisions in Section 2 of the Agreement and “PSU Payout Percentage Following a Change in Control” below.

2 The number of PSUs granted to you is the number specified in the Notice of Grant.

Exhibit A-1

1, 2026 – December 31, 2028.1 The calculation for Relative TSR CAGR Performance is set forth below and is measured during the TSR Measurement Period.

Performance Measure

(A)
Weight

Threshold

Target

Maximum

(B)
Measure Payout Range

Growth Portfolio Revenue

40%

$[ ]

0% - 200%

A times B

Operating Income

25%

$[ ]

0% - 200%

A times B

Relative TSR CAGR Performance

35%

1,000 basis points (10%) Below the Median

Median TSR CAGR

1,000 basis points (10%) Above the Median

0% - 200%

A times B

Information regarding the applicable performance percentage ranges for “Threshold,” “Target” and “Maximum” performance are set forth in the brochure applicable to MSUs and PSUs document distributed to participants.

“Median TSR CAGR” shall mean for our Peer Companies, the TSR CAGR at which half of our Peer Companies’ TSR CAGR results are below and half of our Peer Companies’ TSR CAGR results are above.

“Peer Companies” shall mean each of the following companies provided that it remains publicly traded throughout the entire TSR Measurement Period:


AbbVie			Merck
Amgen			Novartis
AstraZeneca			Pfizer
Eli Lilly			Regeneron
Gilead Sciences			Roche
GlaxoSmithKline			Sanofi
Johnson & Johnson

Companies that were publicly traded as of the Award Date but are no longer publicly traded as of the end of the TSR Measurement Period shall be excluded, except that companies that are no longer publicly traded as of the end of the TSR Measurement Period due to filing for bankruptcy prior to the end of the TSR Measurement Period shall be assigned a Total Shareholder Return of -100% for the TSR Measurement Period. In the case of a merger or acquisition involving two Peer Companies during the TSR Measurement Period, the acquiree or merged company, as the case may be, shall be removed from the list of Peer Companies, and the acquirer or successor company, as the case may be, shall remain on the list of Peer Companies. In the case of a spinoff involving a Peer Company during the TSR Measurement Period, such company shall remain on the list of Peer Companies, provided that it remains an appropriate peer. Any new company formed as a result of the spinoff shall not be added to the list of Peer Companies for the current TSR Measurement Period (however, such company may be added to the list of Peer Companies for subsequent awards, if the Committee deems such inclusion appropriate).

Exhibit A-2

“Relative TSR CAGR Performance” shall mean the Company’s TSR CAGR relative to the Median TSR CAGR for our Peer Companies for the TSR Measurement Period. Performance of 1,000 basis points (10%) above median results in a payout at 200% of target on the relative TSR CAGR portion of the award with straight-line interpolation used for performance between target and maximum. Performance of 1,000 basis points (10%) below median results in no payout on the relative TSR CAGR potion of the award with straight line interpolation used for performance between threshold and target. In the event of underperformance by more than 1,000 basis points (10%) below the median, there will be no payout on the relative TSR CAGR portion of the award. In the event of outperformance by more than 1,000 basis points (10%), the payout on the relative TSR CAGR portion of the award cannot exceed 200% of target.

“Total Shareholder Return (TSR)” shall mean the change in the value, expressed as a percentage of a given dollar amount invested in a company’s most widely publicly traded stock over the TSR Measurement Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The ten (10) trading-day average closing values of the Company’s Common Stock and the stock of the Peer Companies, as applicable (i.e., average closing values over the period of 10 trading days ending on the Award Date and the final 10 trading days ending on the last day of the TSR Measurement Period), shall be used to value the Company’s Common Stock and the stock of the Peer Companies, as applicable, at the beginning and end of the TSR Measurement Period. Dividend reinvestment shall be calculated consistently for the Company and all Peer Companies.

“TSR CAGR” shall mean the compound annual growth rate TSR during the TSR Measurement Period, expressed as a percentage.

“TSR Measurement Period” shall mean March 10, 2026 to February 28, 2029.1

For purposes of the Median TSR CAGR calculation, the Company will be excluded from the group of Peer Companies.

Determinations of the Committee regarding Growth Portfolio Revenue Performance, Operating Income Performance, Three-Year Relative TSR CAGR Performance and the resulting Performance Share Units vested, and related matters, will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under Section 6(i) of the Plan) to increase or reduce the amount of Performance Share Units deemed vested, in its sole discretion.

•PSU Payout Percentage Following a Change in Control: In the event of a Change in Control prior to the Settlement Date, the PSU Payout Percentage shall be determined by (A) assuming that the Performance Measures and Goals are achieved at Target or (B) measuring the Performance Measures and Goals based on performance measured through the Company’s final trading date immediately prior to the date of the Change in Control (if the Administrator determines measurement is feasible as of such date), whichever of (A) or (B) results in a greater PSU Payout Percentage.

•Vesting Based on Service: Vesting of the PSUs is conditioned upon you remaining employed by the Company or a subsidiary of the Company during the entire Restricted Period (except as set forth in Section 2 hereof, as applicable) or such lesser period as the Committee shall determine in its sole discretion. If, before the end of the Restricted Period, you are no longer an employee of the Company or a subsidiary of the Company, any PSUs that have not been vested and that cannot thereafter be vested under Section 2 shall be canceled and forfeited.

Exhibit A-3

•Accelerated Vesting: In connection with certain employment termination events as specified in Section 2, the vesting of a prorated portion or all of the PSUs may be accelerated subject to the Committee’s determination of the amount of such PSUs that have been deemed vested based on the Performance Measures and Goals (see “Vesting Based on Performance” and “PSU Payout Percentage Following a Change in Control” above). Except as prescribed in Section 2 of this Agreement, settlement of such PSUs is not accelerated in such cases.

•Forfeiture: Any PSUs that fail to vest at the Settlement Date, either because the employment condition is not satisfied or because the PSU Payout Percentage on the Settlement Date equals 0%, shall be forfeited, subject to the special provisions set forth in Sections 2(c)-2(f) hereof.

Exhibit A-4

Addendum A

BRISTOL-MYERS SQUIBB COMPANY
ADDITIONAL PROVISIONS FOR PSUs IN CERTAIN COUNTRIES

Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Addendum A includes additional provisions that apply if you are residing and/or working in one of the countries listed below. This Addendum A is part of the Agreement.

This Addendum A also includes information of which you should be aware with respect to your participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the PSUs and/or sale of shares of Common Stock. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your PSUs vest or are settled, or you sell shares of Common Stock delivered in respect of the PSUs.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you currently are residing and/or working, transfer employment and/or residency after the PSUs are granted to you, or are considered a resident of another country for local law purposes, the information contained herein for the country you are residing and/or working in at the time of grant may not be applicable to you in the same manner, and the Company shall, in its discretion, determine to what extent the additional provisions contained herein shall be applicable to you.

All Countries

Retirement. The following provision supplements Section 2 of the Agreement:

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable treatment that applies to the PSUs in the event of your Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2 regarding the treatment of the PSUs in the event of your Retirement shall not be applicable to you.

All Countries Outside the European Union/ European Economic Area/Switzerland/United Kingdom

Data Privacy Consent.

By accepting the Award, you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement by and among, as applicable, the Employer, the Company and its other subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

Addendum A-1

You understand that the Company, the Employer and other subsidiaries and affiliates of the Company hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, employee ID, social security number, passport or other identification number (e.g., resident registration number), tax code, hire date, termination date, termination code, division name, division code, region name, salary grade, nationality, job title, any shares of stock or directorships held in the Company, details of all PSUs or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to Fidelity Stock Plan Services, including certain of its affiliates (collectively, “Fidelity”), or such other stock plan service provider as may be selected by the Company in the future, which assist in the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g. the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, Fidelity and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the PSUs may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant PSUs or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Upon request of the Company or the Employer, you agree to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.

Argentina

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the PSUs, you acknowledge and agree that the grant of PSUs is made by the Company (not the Employer) in its sole discretion and that the value of the PSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including,

Addendum A-2

but not limited to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

If, notwithstanding the foregoing, any benefits under the Plan are considered salary or wages for any purpose under Argentine labor law, you acknowledge and agree that such benefits shall not accrue more frequently than the Settlement Date.

Securities Law Information. The PSUs and the underlying shares of Common Stock have not been and will not be publicly issued, placed, distributed, offered or listed in the Argentine capital markets, and, as a result, have not been and will not be registered with the Argentina Securities Commission (Comisión Nacional de Valores). Neither this Agreement nor any other offering material related to the PSUs nor the underlying shares of Common Stock may be utilized in connection with any general offering to the public in Argentina. Any Argentine resident who acquires shares of Common Stock under the Plan does so under their own responsibility under the terms of a private offering to the Argentine resident from outside Argentina. Any Argentine resident who acquires shares of Common Stock shall not transfer such shares of Common Stock to any person within six (6) months of acquiring the shares of Common Stock, unless the transaction is conducted outside Argentina and shares of Common Stock are not sold back to the Company. Accordingly, the transfer restriction should not apply if shares of Common Stock are sold on the New York Stock Exchange.

Exchange Control Information. Certain restrictions and requirements may apply if and when you transfer proceeds from the sale of shares of Common Stock or any cash dividends paid with respect to such shares into Argentina.

Exchange control regulations in Argentina are subject to change. You should speak with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting in the PSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Compliance with Laws. Notwithstanding anything else in the Agreement, you will not be entitled to and shall not claim any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose of overcoming any such limitation or restriction.

Securities Law Information. The offer of PSUs is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth).

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Exchange Control Information. Exchange control reporting is required for inbound cash transactions exceeding A$10,000 and inbound international fund transfers of any value, that do not involve an Australian bank.

Addendum A-3

Austria

Exchange Control Information. If you hold securities (including shares of Common Stock acquired under the Plan) or cash (including proceeds from the sale of shares of Common Stock or cash dividends paid on such shares of Common Stock) outside of Austria, you may be subject to reporting obligations to the Austrian National Bank. If the value of the shares meets or exceeds a certain threshold, you must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month following the end of the calendar quarter. In all other cases, an annual reporting obligation applies and the report has to be filed as of December 31 on or before January 31 of the following year using the form P2. Where the cash amount held outside of Austria meets or exceeds a certain threshold, monthly reporting obligations apply as explained in the next paragraph.

If you sell your shares of Common Stock, or receive any cash dividends, you may have exchange control obligations if you hold the cash proceeds outside of Austria. If the transaction volume of all your accounts abroad meets or exceeds a certain threshold, you must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms.

Belgium

There are no country-specific provisions.

Brazil

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the PSUs, you acknowledge and agree that (i) you are making an investment decision and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the Restricted Period.

Further, you acknowledge and agree that, for all legal purposes, (i) any benefits provided to you under the Plan are unrelated to your employment or other service; (ii) the Plan is not a part of the terms and conditions of your employment or other service; and (iii) the income from your participation in the Plan, if any, is not part of your remuneration from employment or other service.

Compliance with Laws. By accepting the PSUs, you agree that you will comply with Brazilian law when you vest in the PSUs, when any applicable post-vesting restrictions lapse with respect to the PSUs (including any holding period that may apply to the underlying shares of Common Stock) and when you sell any of the underlying shares of Common Stock. You also agree to report and pay any and all taxes associated with the vesting of the PSUs, the lapsing of any applicable post-vesting restrictions, the sale of the underlying shares of Common Stock and the receipt of any dividends.

Exchange Control Information. You must prepare and submit a declaration of assets and rights held outside of Brazil to the Central Bank on an annual basis if you hold assets or rights valued at more than US$1,000,000. Quarterly reporting is required if such amount exceeds US$100,000,000. The assets and rights that must be reported include shares of Common Stock and may include the PSUs.

Addendum A-4

Bulgaria

Exchange Control Information. You will be required to file statistical forms with the Bulgarian national bank annually regarding your receivables in bank accounts abroad, as well as securities held abroad (e.g., shares acquired under the Plan) if the total sum of all such receivables and securities equals or exceeds a certain threshold. The reports are due by March 31. You should contact your bank in Bulgaria for additional information regarding these requirements.

Canada

Settlement of PSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, PSUs will be settled in shares of Common Stock only, not cash.

Securities Law Information. You acknowledge and agree that you will sell shares of Common Stock acquired through participation in the Plan only outside of Canada through the facilities of a stock exchange on which the Common Stock is listed. Currently, the shares of Common Stock are listed on the New York Stock Exchange.

Labor Law Acknowledgment. Sections 6 and 7(i) of the Agreement apply, except as explicitly and minimally required under applicable legislation.

Termination of Employment. This provision replaces the second paragraph of Section 2(i)(v) of the Agreement:

For purposes of the PSUs and except as explicitly and minimally required under applicable legislation or expressly provided under the terms of this Agreement: (i) your employment will cease, and (ii) your right, if any, to earn, seek damages in lieu of, vest in or otherwise benefit from or participate in any portion of the PSUs or in the Plan will be measured, and immediately terminate, in each case as of the date you are no longer actually providing services to the Company, the Employer and/or any subsidiary or affiliate of the Company, regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any (the “Termination Date”).

Except as explicitly and minimally required under applicable legislation or this Agreement, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable laws (including, but not limited to, statute, contract, common/civil law or otherwise). For greater certainty, unless otherwise provided under this Agreement, you will not earn, or be entitled to earn, any pro-rated vesting of the PSUs or other benefits under or participation in the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting, benefits, or other participation.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, your right to vest in the PSUs or otherwise participate in or benefit from the PSUs under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period. For clarity, you will not earn or be entitled to pro-rated vesting or other benefits or participation if the vest date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits, or other participation. For further clarity, any reference to a termination or cessation of your employment or continued service; a termination or cessation of any employee-employer relationship or service relationship between you and the Company,

Addendum A-5

the Employer and/or any subsidiary or affiliate of the Company; or any other date of termination under this Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.

Subject to applicable legislation, if the date you is no longer actually providing services cannot be reasonably determined under the terms of this Agreement or the Plan, the Committee shall have exclusive discretion to determine when you are no longer providing services for purposes of the PSUs (including whether you may still be considered employed or actively providing services while on a leave of absence).

The following provision applies if you are resident in Quebec:

Language: A French translation of the Plan and the Agreement has been made available to you. Unless you indicate otherwise, the French translation of the Plan and the Agreement will govern your participation in the Plan.

Langue. Une traduction française du Régime et de la Convention est mise à votre disposition. À moins que vous n’indiquiez le contraire, la traduction française du Régime et de la Convention régira votre participation au Régime.

Data Privacy. This provision supplements the Data Privacy Consent provision above in this Addendum A:

You hereby authorize the Company, the Employer and their representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved with the administration and operation of the Plan. You further authorize the Company and its subsidiaries to disclose and discuss the Plan with their advisors. You further authorize the Company and its subsidiaries to record such information and to keep such information in your employee file. You acknowledge and agree that your personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. Finally, you acknowledge and authorize the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

Chile

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

In accepting the PSUs, you agree the PSUs and the shares of Common Stock underlying the PSUs, and the income and value of same, shall not be considered as part of your remuneration for purposes of determining the calculation base of future indemnities, whether statutory or contractual, for years of service (severance) or in lieu of prior notice, pursuant to Article 172 of the Chilean Labor Code.

Securities Law Information. The offer of the PSUs constitutes a private offering in Chile effective as of the Award Date. The offer of PSUs is made subject to general ruling n° 336 of the Commission for the Financial Market (Comisión para el Mercado Financiero, “CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given the PSUs are not registered in Chile, the Company is not required to provide information about the PSUs or shares of Common Stock in Chile. Unless the PSUs and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Addendum A-6

Esta oferta de Unidades de Acciones Restringidas (“PSU”) constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Concesión. Esta oferta de PSU se acoge a las disposiciones de la Norma de Carácter General Nº336 (“NCG 336”) de la Comisión para el Mercado Financiero (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse los PSU de valores no registrados en Chile, no existe obligación por parte de la Compañía de entregar en Chile información pública respecto de los PSU or sus Acciones. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Exchange Control Information. You are responsible for complying with foreign exchange requirements in Chile. You should consult with your personal legal advisor regarding any applicable exchange control obligations prior to vesting in the PSUs or receiving proceeds from the sale of shares of Common Stock acquired at vesting or cash dividends.

You are not required to repatriate funds obtained from the sale of shares of Common Stock or the receipt of any dividends. However, if you decide to repatriate such funds, you must do so through the Formal Exchange Market if the amount of funds exceeds US$10,000. In such case, you must report the payment to a commercial bank or registered foreign exchange office receiving the funds. If your aggregate investments held outside of Chile exceed US$5,000,000 (including shares of Common Stock and any cash proceeds obtained under the Plan) you must provide the Central Bank with updated information accumulated for a three-month period within 45 calendar days of March 31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations Manual must be used to file this report. Please note that exchange control regulations in Chile are subject to change.

China

The following provisions apply if you are subject to the exchange control regulations in China imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:

Award Conditioned on Satisfaction of Regulatory Obligations. Settlement of the PSUs is conditioned on the Company’s completion of a registration of the Plan with SAFE and on the continued effectiveness of such registration (the “SAFE Registration Requirement”). If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock subject to the PSUs for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any PSUs which have vested in cash paid through local payroll in an amount equal to the market value of the shares of Common Stock subject to the vested PSUs less any withholding obligation for Tax-Related Items.

Sales of Shares of Common Stock. To comply with exchange control regulations in China, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree that the Company is authorized to force the sale of shares of Common Stock to be issued to you upon vesting and settlement of the PSUs at any time (including immediately upon vesting or after termination of your employment, as described below), and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the

Addendum A-7

sales occur. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of Common Stock (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Addendum A for China below under “Exchange Control Information.” Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds realized upon sale may be more or less than the market value of the shares of Common Stock on the date that the Award is settled (which typically is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Treatment of Shares of Common Stock and PSUs Upon Termination of Employment. Due to exchange control regulations in China, you understand and agree that, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), any shares of Common Stock acquired under the Plan and held by you in your brokerage account must be sold no later than the last business day of the month following the month of your termination of employment, or within such other period as determined by the Company or required by SAFE (the “Mandatory Sale Date”). This includes any portion of shares of Common Stock that vest upon your termination of employment. For example, if your termination of employment occurs on March 14, 2027, then the Mandatory Sale Date will be April 30, 2027. You understand that any shares of Common Stock held by you that have not been sold by the Mandatory Sale Date will automatically be sold by the Company’s designated broker at the Company’s direction (on your behalf pursuant to this authorization without further consent), as described under “Sales of Shares of Common Stock” above.

If all or a portion of your PSUs may become distributable at some time following termination of your employment pursuant to any of the provisions under Section 2 of the Agreement, due to exchange control regulations in China, you acknowledge that such PSUs will forfeit upon termination of your employment and be converted into a right to receive a cash payment, equivalent to the value of the number of shares of Common Stock subject to the PSUs that would have become distributable following termination of your employment, as determined on the Settlement Date, which payment will be funded and paid out via local payroll in China as soon as practicable following the Settlement Date. For the avoidance of doubt, following termination of your employment, you will not be entitled to settlement of any portion of your PSUs in shares of Common Stock.

Treatment of PSUs Upon Transfer of Employment. Notwithstanding provisions to the contrary in this Agreement, to facilitate compliance with exchange control requirements if you transfer employment or residency into the People's Republic of China ("PRC") after the Award Date, and/or are subject to exchange control regulations in the PRC imposed by the State Administration of Foreign Exchange (as determined by the Company), the Company may, in its sole discretion, cancel any unvested PSUs upon transfer into the PRC and grant to you a cash-settled Stock Unit or another cash-settled Award of equivalent value, as determined by the Company. The Company does not need your consent to effectuate such replacement, and such replacement shall not be deemed to materially adversely affect your rights relating to the Award for purposes of Section 20 of this Agreement. To the extent applicable, any replacement of unvested PSUs with a deferred cash award shall be in accordance with Section 409A.

Addendum A-8

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you are required to hold any shares of Common Stock to be issued to you upon vesting and settlement of the PSUs in the account that has been established for you with the Company’s designated broker and you acknowledge that you are prohibited from transferring any such shares of Common Stock to another brokerage account. In addition, you are required to immediately repatriate to China the cash proceeds from the sale of the shares of Common Stock issued upon vesting and settlement of the PSUs and any dividends paid on such shares of Common Stock. You further understand that, such repatriation of the cash proceeds will be effectuated through a special exchange control account established by the Company or its subsidiaries, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The Company may deliver the proceeds to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Common Stock trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that you receive may be more or less than the market value of the Common Stock on the sale/payment date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Colombia

Labor Law Policy and Acknowledgement. By accepting your Award, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the PSUs and any payments you receive pursuant to the PSUs are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, the PSUs and related benefits do not constitute a component of “salary” for any legal purpose, including for purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions, or any other outstanding employment-related amounts, subject to the limitations provided in Law 1393/2010.

Securities Law Information. The shares of Common Stock are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the shares of Common Stock may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia.

Mandate Letter. In accepting the PSUs, you agree that, if requested by the Company or the Employer, you will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of shares of Common Stock to be allocated to you upon vesting can be sold on your behalf to cover Tax-Related Items required to be withheld by the Employer and (ii) the proceeds from such sale can be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.

Addendum A-9

exchange market (e.g., local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio). Alternatively, such payments may be channeled through a compensation account, provided that the account is duly registered and that you submit the required monthly report to the Central Bank (Banco de la República) in accordance with applicable regulations. You should obtain proper legal advice to ensure compliance with applicable Colombian regulations.

Czech Republic

Exchange Control Information. The Czech National Bank may require you to fulfill certain notification duties in relation to the PSUs and the opening and maintenance of a foreign account, including reporting foreign financial assets that equal or exceed a certain threshold. Because exchange control regulations change frequently and without notice, you should consult your personal legal advisor prior to the vesting of the PSUs and the sale of shares of Common Stock and before opening any foreign accounts in connection with the Plan to ensure compliance with current regulations. It is your responsibility to comply with any applicable Czech exchange control laws.

Denmark

Stock Option Act. You acknowledge that you have received an Employer Statement in Danish which includes a description of the terms of the PSUs as required by the Danish Stock Option Act, as amended January 1, 2019 (the “Act”), to the extent that the Act applies to the PSUs.

Finland

There are no country-specific provisions.

France

Language Acknowledgement

En signant et renvoyant le présent document décrivant les termes et conditions de votre attribution, vous confirmez ainsi avoir lu et compris les documents relatifs á cette attribution (le Plan et ce Contrat d’Attribution) qui vous ont été communiqués en langue anglaise.

By accepting your PSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

French-Qualified PSUs

The following provisions apply only if you are eligible to be granted French-Qualified PSUs under the French Sub-Plan (defined below). If you are ineligible to be granted French-Qualified PSUs under the French Sub-Plan, the PSUs will not qualify for the special French tax and social security treatment under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

Type of Grant. The PSUs are granted as French-Qualified PSUs and are intended to qualify for the special tax and social security treatment applicable to shares of Common Stock granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended. The French-Qualified PSUs are granted subject to the terms and conditions of the Rules

Addendum A-10

of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan for Restricted Stock Units Granted to French Participants (the “French Sub-Plan”).

Certain events may affect the status of the PSUs as French-Qualified PSUs or the underlying shares of Common Stock, and the French-Qualified PSUs or the underlying shares of Common Stock may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the French-Qualified PSUs or of the underlying shares of Common Stock.

Capitalized terms not defined herein, in the Agreement or in the Plan shall have the meanings ascribed to them in the French Sub-Plan.

Settlement. Notwithstanding provision to the contrary in the Agreement, French-Qualified PSUs may not be settled in cash.

Termination Due to Death. The following provision replaces Section 2(c)(iv) of the Agreement:

In the event of your death prior to the end of the Restricted Period, any outstanding PSUs become immediately transferable to your heirs, who must request the issuance of the Common Stock related to all outstanding PSUs within six months following your death. If the shares of Common Stock are not requested by your heirs within such six-month period, any outstanding PSUs will be forfeited at the end of the six-month period. Upon request, your heirs shall be entitled to settlement of any of your PSUs that were deemed vested within 60 days following the later of (x) the request of settlement by your heirs within such six-month period following your death, or (y) the date upon which the Committee determines the extent to which such PSUs have been deemed vested in accordance with Section 2. Your heirs are not subject to the Minimum Mandatory Holding Period or Minimum Mandatory Vesting Period detailed below.

Restrictions on Vesting, Sale or Transfer of Shares of Common Stock. The following supplements Section 2 of the Agreement:

(a)Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified PSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(b)Minimum Mandatory Holding Period. You may not sell or transfer any shares of Common Stock issued at vesting until the second anniversary of the Award Date, or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-Qualified PSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(c)Closed Periods. You may not sell any shares of Common Stock issued upon vesting of the French-Qualified PSUs during certain Closed Periods, to the extent applicable to the shares underlying the French-Qualified PSUs granted by the Company, as described in the French Sub-Plan.

(d)Effect of Termination of Service. Except in the case of your termination due to death or Disability (as defined in the French Sub-Plan), the restrictions described in provisions (a), (b) and (c) above will continue to apply even if you are no longer an employee or managing corporate officer of the Company or a French Entity (as defined in the French Sub-Plan).

Addendum A-11

(e)No Transfer of French-Qualified PSUs. French-Qualified PSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner during a French Participant’s lifetime and upon death only in accordance with Section 5 of the French Sub-Plan, and only to the extent required by applicable laws (including the provisions of Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended).

Germany

Exchange Control Information. Cross-border payments in excess of €50,000 (the “Threshold”) must be reported to the German Federal Bank (Bundesbank). The Employer will report certain information related to the PSUs, as required to comply with this obligation. If you otherwise receive a payment in excess of the Threshold (e.g., if you sell shares of Common Stock via a foreign broker, bank or service provider or receive cash dividends and receive proceeds in excess of the Threshold) and/or if the Company withholds shares of Common Stock to recover taxes with a value in excess of the Threshold, you must report the payment and/or the value of the shares withheld or sold to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Greece

There are no country-specific provisions.

Hong Kong

Securities Law Information. Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, including this Addendum A, or the Plan, or any other incidental communication materials, you should obtain independent professional advice. The PSUs and any shares of Common Stock issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries. The Agreement, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The PSUs are intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary and may not be distributed to any other person.

Settlement of PSUs and Sale of Common Stock. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, PSUs will be settled in shares of Common Stock only, not cash. In addition, notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, no shares of Common Stock acquired under the Plan can be offered to the public or otherwise disposed of prior to six months from the Award Date. Any shares of Common Stock received at vesting are accepted as a personal investment.

Hungary

There are no country-specific provisions.

Addendum A-12

India

Exchange Control Information. You must repatriate all proceeds received from the sale of shares to India and all proceeds from the receipt of cash dividends within such time as prescribed under applicable India exchange control laws as may be amended from time to time, unless an exemption from the repatriation requirement applies (such as if you are reinvesting the proceeds into non-Indian securities). If you repatriate cash proceeds to India, you are required to convert the proceeds into local currency and obtain a foreign inward remittance certificate ("FIRC") received from the bank where the foreign currency is deposited. You must maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Company or the Employer requests proof of repatriation. It is your responsibility to comply with applicable exchange control laws in India. Further, you agree to provide any information that may be required by the Company or the Employer to make any applicable filings under exchange control laws in India.

Ireland

Acknowledgement of Nature of Plan and PSUs. This provision supplements Sections 6 and 7 of the Agreement:

In accepting this Agreement, you understand and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Israel

Settlement of PSUs and Sale of Common Stock. Upon the vesting of the PSUs and the lapse of any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree to the immediate sale of any shares of Common Stock once issued to you. You further agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of the Common Stock to you, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled (or, if later, the date that any applicable post-vesting holding period lapses; the settlement date or lapse date, “sellable date”) and the date on which the underlying shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the sellable date. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Securities Law Information. This offer of PSUs is being made pursuant to an exemption from the requirement to file and publish a prospectus in Israel regarding the Plan obtained from the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be made available to employees by request to the Company. Alternatively, copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available on the respective online portal for employees.

Addendum A-13

Italy

Plan Document Acknowledgment. By accepting the PSUs, you acknowledge that you have received a copy of the Plan, reviewed the Plan, the Agreement and this Addendum A in their entirety and fully understand and accept all provisions of the Plan, the Agreement and this Addendum A.

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and PSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Insider Trading/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); Section 23 (Imposition of Other Requirements); and Section 24 (Other Representations).

Japan

Exchange Control Information. If you acquired shares of Common Stock under the Plan valued at more than JPY 100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares.

Korea

Exchange Control Information. Korean residents holding or receiving cash in excess of US$5,000 (including proceeds from the sale of shares of Common Stock) outside Korea may be required to file an exchange control report with a Korean foreign exchange bank in advance of the deposit of such funds in an “overseas financial institution” (such as a non-Korean bank). Generally, a brokerage account with a non-Korean broker should not be considered an “overseas financial institution.” You should consult with a legal advisor prior to depositing sales proceeds in a foreign brokerage or other account to ensure compliance with any regulations applicable to any aspect of your participation in the Plan.

Mexico

Securities Law Information. Any Award offered under the Plan and the shares of Common Stock underlying the Award have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan and any other document relating to any Award may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company and its subsidiaries and/or affiliates, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees or contractors of the Company or one of its subsidiaries and/or affiliates, made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

Addendum A-14

employer, not the Company in the United States. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, BMS-Mexico, and do not form part of the employment conditions and/or benefits provided by BMS-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its subsidiaries, affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Política Laboral y Reconocimiento/Aceptación. Aceptando este Premio, el participante reconoce que la Compañía, with offices at Route 206 & Province Line Road, Princeton, New Jersey 08543, U.S.A. es el único responsable de la administración del Plan y que la participación del Participante en el mismo y la adquisicion de acciones no constituye de ninguna manera una relación laboral entre el Participante y la Compañía, toda vez que la participación del participante en el Plan deriva únicamente de una relación comercial con la Compañía, reconociendo expresamente que su Empleador (“BMS Mexico”) es su único patrón, no es la Compañía en los Estados Unidos. Derivado de lo anterior, el participante expresamente reconoce que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre el participante y su empleador, BMS-México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por BMS-México, y expresamente el participante reconoce que cualquier modificación el Plan o la terminación del mismo de manera alguna podrá ser interpretada como una modificación de los condiciones de trabajo del participante.

Asimismo, el participante entiende que su participación en el Plan es resultado de la decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía. Se reserva el derecho absoluto para modificar y/o terminar la participación del participante en cualquier momento, sin ninguna responsabilidad para el participante.

Finalmente, el participante manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia el participante otorga un amplio y total finiquito a la Compañía, sus entidades relacionadas, afiliadas, sucursales, oficinas de representación, sus accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Addendum A-15

Peru

Securities Law Information. The grant of PSUs is considered a private offering in Peru; therefore, it is not subject to registration.

Labor Law Acknowledgement. The following provision supplements Sections 6 and 7 of the Agreement:

By accepting this Award pursuant to this Agreement, you acknowledge that the PSUs are being granted ex gratia to you with the purpose of rewarding you.

Poland

Exchange Control Information. If you hold shares of Common Stock acquired under the Plan and/or maintain a bank account abroad and the aggregate value of the shares of Common Stock and cash held in such foreign accounts exceeds PLN 7 million, you must file reports on the transactions and balances of the accounts on a quarterly basis with the National Bank of Poland.

If you transfer funds exceeding EUR 15,000 in a single transaction, you are required to do so through a bank account in Poland. You are required to retain all documents connected with foreign exchange transactions for a period of five (5) years, calculated from the end of the year when the foreign exchange transactions were made.

You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting/exchange control duties.

Portugal

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Agreement.

Conhecimento da Lingua. Você expressamente declara ter pleno conhecimento do idioma inglês e ter lido, entendido e totalmente aceito e concordou com os termos e condições estabelecidas no plano e no acordo.

Puerto Rico

There are no country-specific provisions.

Romania

Language Consent. By accepting the grant of PSUs, you acknowledge that you are proficient in reading and understanding English and fully understand the terms of the documents related to the grant (the notice, the Agreement and the Plan), which were provided in the English language. You accept the terms of those documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii de PSU-uri, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (anuntul, Acordul PSU si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

Addendum A-16

Saudi Arabia

Securities Law Information. This document may not be distributed in the Kingdom except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

Singapore

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the PSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Award Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

Securities Law Information. The grant of PSUs is being made in reliance of section 273(1)(f) of the SFA for which it is exempt from the prospectus and registration requirements under the SFA and is not made to you with a view to the PSUs being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., PSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of PSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time. If you are the Chief Executive Officer of the Singapore subsidiary of the Company, these requirements may also apply to you.

Spain

Labor Law Acknowledgment. This provision supplements Sections 2(g), 6 and 7 of the Agreement:

By accepting the PSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.

You understand and agree that, as a condition of the grant of the PSUs, except as provided for in Section 2 of the Agreement, your termination of employment for any reason (including for the reasons listed below) will automatically result in the forfeiture of any PSUs that have not vested on the date of your termination.

In particular, you understand and agree that, unless otherwise provided in the Agreement, the PSUs will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or

Addendum A-17

collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant PSUs under the Plan to individuals who may be employees of the Company or a subsidiary. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any subsidiary on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the PSUs and the shares of Common Stock underlying the PSUs shall not become a part of any employment or service contract (either with the Company, the Employer or any subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever, and (iii) unless otherwise provided for in the Agreement, the PSUs will cease vesting upon your termination of employment. In addition, you understand that the PSUs would not be granted to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award of PSUs shall be null and void.

Securities Law Information. The PSUs and the Common Stock described in the Agreement and this Addendum A do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including this Addendum A) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information. In the event that you hold 10% or more of the share capital or voting rights of the Company or such other amount that would entitle you to join the Board of Directors of the Company, you must declare such holdings to the Spanish Dirección General de Comercio Internacional e Inversiones (the “DGCI”) within one month of the acquisition. Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. Different thresholds and deadlines to file this declaration apply. However, if neither such transactions during the immediately preceding year nor the balances / positions as of December 31 exceed €1,000,000, no such declaration must be filed unless expressly required by the Bank of Spain. If any of such thresholds were exceeded during the current year, you may be required to file the relevant declaration corresponding to the prior year, however, a summarized form of declaration may be available. You should consult with your personal legal advisor to ensure compliance with applicable exchange control reporting requirements.

Sweden

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 4 of the Agreement, by accepting the PSUs, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.

Addendum A-18

Switzerland

Securities Law Information. Because the offer of the Award is considered a private offering in Switzerland; it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Award (i) constitute a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company or Employer or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”).

Taiwan

Securities Law Information. The grant of PSUs and any shares of Common Stock acquired pursuant to these PSUs are available only for employees of the Company and its subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Information. You may remit foreign currency (including proceeds from the sale of Common Stock) into or out of Taiwan up to US$10,000,000 per year without special permission. If the transaction amount is TWD500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form to the remitting bank and provide supporting documentation to the satisfaction of the remitting bank.

Thailand

Exchange Control Information. If the proceeds from the sale of shares of Common Stock or the receipt of dividends are equal to or greater than US$1,000,000 or more in a single transaction, you must repatriate the proceeds to Thailand immediately upon receipt, unless you can rely on any applicable exemption (e.g., where the funds will be used offshore for any permissible purposes under exchange control regulations and the relevant form and supporting documents have been submitted to a commercial bank in Thailand). Any foreign currency repatriated to Thailand must be converted to Thai Baht or deposited in a foreign currency deposit account maintained by a bank in Thailand within 360 days of remitting the proceeds to Thailand. In addition you must report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form and inform the authorized agent of the details of the foreign currency transaction, including your identification information and the purpose of the transaction. If you fail to comply with these obligations, you may be subject to penalties assessed by the Bank of Thailand. Because exchange control regulations change frequently and without notice, you should consult your personal advisor before selling shares of Common Stock to ensure compliance with current regulations. You are responsible for ensuring compliance with all exchange control laws in Thailand, and neither the Company nor any of its subsidiaries will be liable for any fines or penalties resulting from your failure to comply with applicable laws.

Türkiye

Securities Law Information. Under Turkish law, you are not permitted to sell shares of Common Stock acquired under the Plan in Türkiye. The shares of Common Stock are currently traded on the New York Stock Exchange, which is located outside of Türkiye, under the ticker symbol “BMY” and the shares of Common Stock may be sold through this exchange.

Exchange Control Information. In certain circumstances, Turkish residents are permitted to sell shares traded on a non-Turkish stock exchange only through a financial intermediary licensed in Türkiye and should be reported to the Turkish Capital Markets Board. Therefore, you may be required to appoint a

Addendum A-19

Turkish broker to assist with the sale of the shares of Common Stock acquired under the Plan. You should consult your personal legal advisor before selling any shares of Common Stock acquired under the Plan to confirm the applicability of this requirement.

United Arab Emirates

Acknowledgment of Nature of Plan and PSUs. This provision supplements Sections 6 and 7 of the Agreement:

You acknowledge that the PSUs and related benefits do not constitute a component of your “wages” for any legal purpose. Therefore, the PSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.

Securities Law Information. The Plan is only being offered to qualified employees and is in the nature of providing equity incentives to employees of the Company or its subsidiary or affiliate in the United Arab Emirates (“UAE”). Any documents related to the Plan, including the Plan, Plan prospectus and other grant documents (“Plan Documents”), are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of the Plan Documents, you should consult an authorized financial adviser.

Neither the UAE Central Bank, the Emirates Securities and Commodities Authority, nor any other licensing authority or government agency in the UAE has responsibility for reviewing or verifying any Plan Documents nor taken steps to verify the information set out in them, and thus, are not responsible for such documents.

The securities to which this summary relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities.

United Kingdom

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as

Addendum A-20

appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement.

Section 431 Election. As a condition of participation in the Plan and the vesting of the PSUs, you agree to enter into, jointly with the Employer, the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that you will not revoke such election at any time. This election will be to treat the shares of Common Stock as if they were not restricted securities (for U.K. tax purposes only). You must enter into the form of election, attached to this Addendum A, concurrent with accepting the Agreement, or at such subsequent time as may be designated by the Company.

Addendum A-21

Section 431 Election for U.K. Participants

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 One Part Election

1. Between

the Employee
    [insert name of employee]
whose National Insurance Number is
    [insert employee Nat. Ins. Number]
and the Company (who is the Employee’s employer):
    [insert employer name]
of Company Registration Number
    [insert Company Registration Number]

2. Purpose of Election

This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities: All securities to be acquired by Employee pursuant to the PSUs granted on under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Description of securities: Shares of common stock

Name of issuer of securities: Bristol-Myers Squibb Company

to be acquired by the Employee after under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Addendum A-22

4. Extent of Application

This election disapplies to

S.431(1) ITEPA: All restrictions attaching to the securities

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

The Employee acknowledges that, by clicking on the “ACCEPT” box, the Employee agrees to be bound by the terms of this election.

OR:

The Employee acknowledges that, by signing this election, the Employee agrees to be bound by the terms of this election.

……………………………………….………… …./…./……….
Signature (Employee) Date

The Company acknowledges that, by signing this election or arranging for the scanned signature of an authorised representative to appear on this election, the Company agrees to be bound by the terms of this election.

……………………………………….………… …./…./………
Signature (for and on behalf of the Company) Date

………………………….………………………
Position in company

Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.

Addendum A-23

Addendum B

Limited Application of Restrictive
Covenants in Certain States, Territories and Related Notices

(a) Alabama. If I am hired to primarily perform services for the Company in Alabama or am an Alabama resident, Section 3(c)(iii) of the Agreement will only apply to restrict me from employing, soliciting for employment, soliciting, inducing, encouraging, or participating in soliciting, inducing, or encouraging BMS employees who are uniquely essential to the management, organization, or service of the Company.

(b) California. If I am hired to primarily perform services for the Company in California or am a California resident, Section 3(c)(iii) and (iv) of the Agreement do not apply to me after my last day of employment with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate California Business & Professions Code § 16600.

(c) Colorado. If I am hired to primarily perform services for the Company in Colorado or am a Colorado resident, then Section 3(c)(iv) of the Agreement applies only to the extent necessary to protect the Company’s or the Company’s Affiliates’ trade secrets, and only if my annualized cash compensation prior to the termination of my employment with the Company was equivalent to or greater than sixty percent (60%) of the threshold amount for highly compensated workers defined under Colorado Revised Statute § 8-2-113.

I acknowledge that I have been provided with a separate, written notice of the covenant in Section 3(c)(iv) at least fourteen (14) calendar days prior to the effective date of that covenant, and that I signed the separate written notice. Please see attached written notice which you will be deemed to have signed with your acceptance of the Agreement.

(d) Georgia. If I am hired to primarily perform services for the Company in Georgia or am a Georgia resident, Section 3(c)(iii) of the Agreement will only apply to restrict me from employing, soliciting for employment, soliciting, inducing, encouraging, or participating in soliciting, inducing, or encouraging BMS employees with whom I worked, managed, or was responsible for covering, or about whom I received confidential information during the last 18 months of the my employment with the Company.

(e) Illinois. If I am hired to primarily perform services for the Company in Illinois or am an Illinois resident, Section 3(c)(iii) and (iv) of the Agreement apply only if the amount of my actual or expected annualized rate of earnings prior to the termination of my employment with the Company exceeded the threshold defined under Chapter 820, section 90/10(b) of the Illinois Compiled Statute.

(f) Nevada. If I am hired to primarily perform services for the Company in Nevada, and I am terminated as the result of a reduction in force, reorganization or similar restructuring, Section 3(c)(iv) of the Agreement only applies to me after the termination of my employment to the extent I use proprietary information or during the period in which the Company is paying my salary, benefits or equivalent compensation, including, but not limited to, as part of any severance pay. Further, Section 3(c)(iv) of the Agreement does not apply to a customer, vendor or supplier that I did not solicit and that voluntarily chooses to seek services from me.

(g) North Dakota. If I am hired to primarily perform services for the Company in North Dakota, Section 3(c)(iv) of the Agreement does not apply to me after my last day of employment

Addendum B-1

with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate North Dakota Century Code § 9-08-06.

(h) Oklahoma. If I am hired to primarily perform services for the Company in Oklahoma, Section 3(c)(iv) of the Agreement applies to me after my last day of employment with the Company only to the extent I am prohibited from soliciting established customers of the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate 15 Oklahoma Stat. Ann. § 217 et seq.

(i) South Dakota. If I am hired to primarily perform services for the Company in South Dakota, Section 3(c)(iv) of the Agreement will have a geographic restriction of each county in any state in the United States where I worked for the Company.

(j) Virginia. If I am hired to primarily perform services for the Company in Virginia, the restriction on solicitation of vendors and suppliers set forth in Section 3(c)(iv) of the Agreement is limited to any Person and any employee, agent or representative that controlled, directed or influenced the purchasing decisions of any such Person that is a vendor or supplier of the Company or of the Company’s Affiliate as of the date of my termination from employment with the Company: (i) to which I directly sold, negotiated the sales, or promoted services on behalf of the Company or the Company’s Affiliates; (ii) to which I directly marketed or provided support on behalf of the Company or the Company’s Affiliates; or (iii) about which I obtained proprietary information. Further, Section 3(c)(iv) of the Agreement does not apply to a customer that I did not solicit or initiate contact with and that voluntarily chooses to seek services from me.

(k) Washington. If I am hired to primarily perform services for the Company in the State of Washington, Section 3(c)(ii) of the Agreement shall not be construed to restrict, restrain, or prohibit me, if am I earning from the Company less than twice the applicable state minimum hourly wage, from having an additional job or supplementing my income during my employment, unless my work for the Company raises issues of safety for me, my coworkers, or the public, or my work outside of the Company interferes with the reasonable and normal scheduling expectations of the Company. Nothing in this subsection alters my obligations to the Company under existing law, including the common law duty of loyalty and laws preventing conflicts of interest and any corresponding policies addressing such obligations.

(l) Wisconsin. If I am hired to primarily perform services for the Company in Wisconsin, (i) Section 3(a) of the Agreement shall apply only within the geographic area in which the unauthorized disclosure or use of such information would be competitively valuable to the Company’s competitors or to competitors of the Company’s Affiliates; and (ii) the prohibition in Section 3(a) of the Agreement on the disclosure and use of information of third parties: (x) shall apply for only the time period and in the geographic area specified in the Company’s (or the Company’s Affiliates’) agreement with the third party, (y) in the event the agreement with the third party does not contain a geographic limit and the information obtained from the third party is not a trade secret, the prohibition shall apply only in the geographical areas in which the use of or disclosure of such information would be competitively damaging to the third party, the Company, and/or the Company’s Affiliates; and in the event the agreement with the third party does not contain a time limitation, and the information obtained from the third party is not a trade secret, the prohibition shall apply only when the disclosure would be competitively damaging, and up to a maximum of eighteen (18) months after the termination of my employment with the Company.

(m) Washington DC. If I primarily performed services for the Company in Washington, D.C., Section 3(c)(iv) only applies if the amount of earnings from the Company in the year preceding my termination exceeded the threshold defined under DC Code § 32-581.01(10).

Addendum B-2

Notice For Employees Who Are Employed in or Residents of DC and Colorado Only

Please note that the Restricted Stock Unit Agreement (the “Agreement”) you have or will receive contains a non-solicitation clause that prohibits you from soliciting any existing customer, prospective customer, vendor or supplier of Bristol-Myers Squibb Company (the “Company”) through the twelve-month period following the date your employment ends. See Agreement, Section 3(c)(iv). You are being provided with this notice at least fourteen (14) days before the effective date of the Agreement.

For Employees Located in the District of Columbia:

The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).

Addendum B-3

EXHIBIT 10b

NOTICE OF GRANT OF

MARKET SHARE UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Market Share Units Award

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an award of Market Share Units (such units, “MSUs”; such award, “Award”) under the 2021 Stock Award and Incentive Plan (the “Plan”), as described in this Notice of Grant, subject to the terms and conditions of the Market Share Units Agreement (including this Notice of Grant, Exhibit A, Addendum A and Addendum B, the “Agreement”), the Plan, and the Prospectus (which summarizes various aspects of the Plan, including your risk in participating in the Plan, restrictions on resales of delivered shares, federal income tax consequences, and other Plan information). The terms and conditions of the Plan and the Prospectus are hereby incorporated by reference into and made a part of this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Prospectus.

NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of MSUs			[Number]
Award Date			[Date Award Granted]
Restricted Period			The period during which your continued services are required from March 10, 2026 to March 10, 2029 (such end date, the “Restricted Period Scheduled End Date”). This period may end earlier in the event of certain terminations of employment.
Total Return Measurement Period			March 10, 2026 to February 28,2029*
Performance Measures and Goals			The Performance Measures and Goals set forth in Exhibit A attached hereto.
Settlement			Vested MSUs will be settled by delivery of one share of the Company’s Common Stock, $0.10 par value per share, for each MSU being settled.
Settlement Date			March 10, 2029, which is the date that, if both the performance conditions described in Exhibit A hereto and the continuous service requirements have been met, the settlement of the Award will be commenced pursuant to Section 2(b).

___________________________

* In the event of a Change in Control, the last day of such period will be the earlier of February 28, 2029 or the date determined under the applicable provisions of Exhibit A attached hereto.

MSU Agreement

2026 MARKET SHARE UNITS AWARD AGREEMENT

1.MARKET SHARE UNITS AWARD

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has approved the grant of your Award as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each MSU shall represent the conditional right to receive, upon settlement of the MSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the MSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash.

As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries for the entire Restricted Period or such lesser period as the Committee shall determine in its sole discretion, and no MSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (Non-Competition and Non-Solicitation Agreement) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration. By accepting this Award, you agree that this Award constitutes adequate consideration (in addition to other consideration received) for your Mutual Arbitration Agreement.

2.DETERMINATION OF MARKET SHARE UNITS VESTED; RESTRICTIONS, FORFEITURES, AND SETTLEMENT

Except as otherwise provided in this Section 2, each MSU shall be subject to the restrictions and conditions set forth herein during the Restricted Period (as specified in the Notice of Grant). Vesting requires both (i) the satisfaction of the requisite Performance Measures and Goals and (ii) you remaining continuously employed by the Company or a subsidiary of the Company for the entire Restricted Period, subject to the provisions of this Section 2. Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested MSUs, and you can still forfeit vested MSUs and delivered shares of Common Stock as set forth herein. See Exhibit A for additional information on the vesting of your Award.

(a)Nontransferability. Except as permitted under Section 11(b) of the Plan, during the Restricted Period and any further period prior to settlement of your MSUs, you may not, directly or indirectly, offer, sell, transfer, pledge, assign, or otherwise transfer or dispose of (each, a “Transfer”) any of the MSUs or your rights relating thereto. If you Transfer, or attempt to Transfer, your rights under this Agreement in violation of the provisions herein, the Company’s obligation to settle MSUs, deliver the shares of Common Stock, or otherwise make payments pursuant to the MSUs shall terminate.

(b)Time of Settlement. MSUs that are not forfeited shall be settled within 60 days of the Settlement Date, by delivery of one share of Common Stock for each MSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that,

in the event of a Change in Control (as defined in Section 9(b) of the Plan) following the occurrence of your separation from service pursuant to any of the termination events described in Section 2(c), 2(d), or 2(e) but before Settlement Date, MSUs shall be (i) settled in the number that was previously vested on such termination event under Section 2(c), 2(d), or 2(e), as applicable, within 60 days after the date of the Change in Control, and (ii) subject to the Performance Measures and Goals and Final Payout Factor calculations determined pursuant to Exhibit A. The number of MSUs being settled on the date of settlement shall be determined by multiplying the number of MSUs granted pursuant to this Agreement by the Final Payout Factor (determined pursuant to Exhibit A) and, if provided in Section 2 based on certain terminations of employment, such number will be further multiplied by the pro rata fraction determined under the applicable provision in Section 2.

No dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period following vesting during which settlement was delayed. Settlement of MSUs that directly or indirectly result from adjustments to MSUs shall occur at the time of settlement of, and subject to the restrictions and conditions that apply to, the granted MSUs. Settlement of cash amounts that directly or indirectly result from adjustments to MSUs shall be included as part of your regular payroll payment as soon as administratively practicable after the settlement date for, and subject to the restrictions and conditions that apply to, the granted MSUs. Until shares of Common Stock are delivered to you in settlement of vested MSUs, you shall have none of the rights of a stockholder of the Company with respect to such shares, including the right to vote the shares and receive actual dividends and other distributions on such shares. Shares of Common Stock that may be delivered in settlement of MSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company, subject to any restrictions and conditions set forth herein that apply to the shares of Common Stock delivered in respect of vested MSUs.

(c)If Retirement-Eligible; Death.

(i)Age 65 Retirement. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(i) of the Plan, which requires that you are at least age 65), you shall be deemed fully vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) all MSUs granted. The timing of settlement of such MSUs shall be governed by Section 2(b) hereof.

you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of MSUs granted. The timing of settlement of such MSUs shall be governed by Section 2(b) hereof. Following your Retirement, any MSUs that have not been deemed vested under this Section 2(c)(ii) will be canceled and forfeited.

(iii)Retirement under “Rule of 70”. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(iii) of the Plan, which requires that you meet the “Rule of 70”), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of MSUs granted. The timing of settlement of such MSUs shall be governed by Section 2(b) hereof.

If you are only eligible for Retirement pursuant to Section 2(x)(iii) of the Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the pro rata vesting described in this Section 2(c)(iii) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any MSUs that are unvested as of the date your employment terminates. Following your Retirement, any MSUs that have not been deemed vested under this Section 2(c)(iii) will be canceled and forfeited.

(iv)Death. In the event of your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, your estate or legal heirs, as applicable, shall be deemed fully vested, as of the date of your death, in (i.e., the Restricted Period shall expire with respect to) all MSUs granted. The timing of settlement of such MSUs shall be governed by Section 2(b) hereof.

In the event that the MSUs vest on account of your death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares of Common Stock in settlement of MSUs (not previously forfeited), shares in settlement of your MSUs shall not be delivered to your estate or legal heirs, as applicable, until presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

(d)Termination by Company If Not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of MSUs granted. The timing of settlement of such MSUs shall be governed by Section 2(b) hereof.

If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any MSUs that are unvested as of the date your employment terminates. Following your termination of employment, any MSUs that have not been deemed vested under this Section 2(d) will be canceled and forfeited.

(e)Disability. In the event you become Disabled (as that term is defined below), for purposes of the MSUs, you will not be deemed to have terminated employment for the period during which, under the applicable Disability pay plan of the Company or a subsidiary of the Company, you are deemed to be employed and continue to receive Disability payments. However, no period of continued Disability shall continue beyond 29 months for purposes of the MSUs, at which time you will be considered to have separated from service in accordance with applicable laws as more fully provided for herein (except as may be modified by reason of the application of Section 2(i) below, the earlier of (A) the date that payments to you cease under all disability pay plans of the Company and its subsidiaries and (B) the date that the 29-month period expires, being referred to herein as the “Disability End Date”). Upon the Disability End Date, (i) if you return to employment status, you will not be deemed to have terminated employment, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated employment on the Disability End Date and the Restricted Period shall end on such date, with such termination treated for purposes of the MSUs as a Retirement or death (as detailed in Section 2(c) herein) or a voluntary or other termination (each as detailed in Section 2(g) herein) based on your circumstances at the time of such termination.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event (i) your employment is terminated (A) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan) (including a Retirement under Section 2(x)(iii) of the Plan) or (B) due to Retirement under Section 2(x)(i) or (ii) of the Plan (whether by the Company or voluntarily), which Retirement under Section 2(x)(i) or (ii) of the Plan does not constitute a Qualifying Termination, and in case of either clause (A) or (B) of this Section 2(f), such termination occurs during the Protected Period (as defined in Section 9(a) of the Plan) following a Change in Control (as defined in Section 9(b) of the Plan) and prior to the Settlement Date, you shall be deemed fully vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) all MSUs granted and the settlement of your Award shall be subject to the Performance Measures and Goals and Final Payout Factor calculations determined pursuant to Exhibit A. MSUs settled pursuant to this Section 2(f) as a result of a separation from service during the Protected Period shall be settled within 60 days after such separation from service (subject to Section 2(h)(ii)). Upon your separation from service after a Change in Control

during the Protected Period, any MSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

(g)Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time), your Award shall be subject to the rescission, forfeiture, remedy, and other provisions of Section 2(k) (Rescission, Forfeiture, and Other Remedies). Further, in the event of any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested MSUs on the date of termination, and you shall have no right to settlement of any portion of such MSUs.

(h)Special Distribution Rules To Comply with Code Section 409A. MSUs granted pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code (the “Code”) or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Any payments under the Agreement that may be excluded from Code Section 409A as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. If your MSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your MSUs will be subject to applicable limitations under Code Section 409A; specifically, the MSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement:

(i)Settlement of the MSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h).

(ii)Settlement of the MSUs under Sections 2(c), 2(d), or 2(e) for a separation of service that does not occur during the Protected Period following a Change in Control shall be made on the earlier of the Settlement Date and a Change in Control as detailed in and pursuant to the terms of Section 2(b). Settlement of the MSUs under Section 2(f) for a separation from service that does occur during the Protected Period following a Change in Control shall be made within 60 days of such separation from service as detailed in and pursuant to the terms of Section 2(f) (or, if the separation from service occurs more than two years following a Change in Control but during the Protected Period, settlement shall be made on the

Settlement Date). For purposes of this Agreement and this Section 2(h)(ii), a Change in Control shall be a Change in Control only if it constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(i)Other Terms.

(i)In the event that you fail to promptly pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all unvested MSUs shall be forfeited by you.

(ii)You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the MSUs by delivering to the Company a written notice of such waiver.

(iv)Upon any termination of your employment, any MSUs as to which the Restricted Period has not expired at or before such termination, subject to any vesting provided for under Sections 2(c)-2(f) hereof, shall be forfeited. Other provisions of this Agreement notwithstanding, in no event will an MSU that has been forfeited thereafter vest or be settled.

(v)In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement, your right to vest in the MSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your MSUs (including whether you may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, employment during only a portion of the Restricted Period, but where your employment has terminated prior to the

Settlement Date, will not entitle you to vest in a pro rata portion of the MSUs, unless otherwise provided in this Agreement.

(vi)In any case in which you are required to execute a release as a condition to vesting and settlement of the MSUs, the applicable procedure shall be as specified under the 409A Compliance Rules, except that the deadline for complying with such condition shall be the period provided in this Agreement.

(j)The following events shall not be deemed a termination of employment:

(i)A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and

(ii)A leave of absence from which you return to active service, such leave being for any purpose approved by the Company or a subsidiary of the Company in writing.

Any failure to return to active service with the Company or a subsidiary of the Company at the end of an approved leave of absence as described herein shall be deemed a voluntary termination of employment effective on the date the approved leave of absence ends, subject to applicable law, and any MSUs that are unvested as of the date your employment terminates shall be forfeited subject to Sections 2(c)-2(f) hereof. During a leave of absence as referenced in (ii) above, although you will be considered to have been continuously employed by the Company or a subsidiary of the Company and not to have had a termination of employment under this Section 2, subject to applicable law, the Committee may specify that such leave of absence period approved for your personal reasons (and provided for by any applicable law) shall not be counted in determining the period of employment for purposes of the vesting of the MSUs. In such case, subject to Code Section 409A, the Restricted Period for unvested MSUs shall be extended by the length of any such leave of absence and any such MSU that vests thereafter shall vest based on the Final Payout Factor determined by substituting for the Measurement Date the date on which the extended Restricted Period ends.

(i)any portion of the MSUs not vested or settled shall be immediately rescinded;

(ii)you shall automatically forfeit any rights you may have with respect to any vested, unsettled MSUs as of the date of such termination of employment or determination that you have violated any applicable provisions of Section 3;

(iii)if any portion of the MSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3 below (or settled following the date of any such termination of employment or violation of any applicable provisions of Section 3), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock

that you acquired upon settlement of such MSUs (or an equivalent number of other shares of Common Stock, or a cash amount equal to the greater of (1) the value of the shares of Common Stock that you acquired upon settlement of such MSUs, determined as of the settlement date or (2) the proceeds from any sale of such shares of Common Stock), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and such shares shall be deemed to be reacquired by the Company; and

(iv)the foregoing remedies set forth in this Section 2(k) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

(m)Prorated Portion. For purposes of this Agreement, the term “Prorated Portion” means a portion of your Award determined by multiplying the number of MSUs subject to the Award by a fraction, (1) the numerator of which is equal to the number of calendar days that elapsed between the Award Date and the date on which your employment with the Company or a subsidiary of the Company ended, and (2) the denominator of which equals the number of calendar days that would elapse between the Award Date and the Restricted Period Scheduled End Date.

3.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

You acknowledge that the grant of MSUs pursuant to this Agreement is sufficient consideration for this Agreement, including, without limitation, all applicable restrictions imposed on you by this Section 3. You further acknowledge and agree that you have been provided with at least fourteen (14) days to review this Agreement before signing and that you have been advised to consult with an attorney before signing this Agreement. For the avoidance of doubt, the non-competition provisions of Sections 3(c)(i)-(ii) below shall only be applicable during your employment by BMS.

(d)Definitions. For purposes of this Agreement, the following definitions shall apply:

for all periods of time in which you are determined by the Court or other authority to have been in violation of the provisions of Section 3(c).

(iii)“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

4.RESPONSIBILITY FOR TAXES

You acknowledge that, regardless of any action taken by the Company, any subsidiary, or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate, and/or the Employer: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the MSUs or underlying shares of Common Stock, including the grant of the MSUs, the vesting of MSUs, the settlement of the MSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at settlement, and the receipt of any dividends and (b) does not commit to structure the terms of the grant or any aspect of the MSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items that require withholding by the Company or the Employer. In this regard, by your acceptance of the MSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:

(a)requiring you to make a payment in a form acceptable to the Company; or

(b)withholding from your wages or other cash compensation payable to you; or

(c)withholding from proceeds of the sale of shares of Common Stock delivered upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or

(d)withholding in shares of Common Stock to be delivered upon settlement of the MSUs;

provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold shares of Common Stock deliverable in settlement of the MSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that may require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of MSUs not later than 90 days before the relevant taxable or tax withholding event.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have received the full number of shares of Common Stock in respect of the vested MSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Common Stock or pay cash in settlement of the MSUs if you fail to comply with your obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to MSUs will be withheld or released for sale to satisfy any Tax-Related Items arising prior to the date of settlement of the MSUs, then, to the extent that any portion of the MSUs is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released for sale shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to the portion of the MSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

5.DIVIDENDS AND ADJUSTMENTS

(a)Dividends or dividend equivalents are not paid, accrued, or accumulated on MSUs during the Restricted Period, except as provided in Section 5(b).

(b)The number of your MSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to MSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event referred to in Section 11(c) of the Plan (excluding any payment of ordinary dividends on Common Stock) or any other “equity restructuring” as defined in FASB ASC Topic 718.

6.EFFECT ON OTHER BENEFITS

In no event shall the value, at any time, of the MSUs or any other payment under this Agreement be included as compensation or earnings for purposes of any compensation, retirement, or benefit plan

offered to employees of the Company or any subsidiary of the Company unless otherwise specifically provided for in such plan. The MSUs and the underlying shares of Common Stock (or their cash equivalent), and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, the calculation of any severance, resignation, termination, redundancy or end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits, or similar mandatory payments.

7.ACKNOWLEDGMENT OF NATURE OF PLAN AND MSUS

By accepting this Award, you acknowledge, understand, and agree that, notwithstanding anything to the contrary:

(b)This Award is exceptional, voluntary, and occasional and does not create any contractual or other right to receive future awards of MSUs, or benefits in lieu of MSUs, even if MSUs have been awarded in the past;

(c)All decisions with respect to future awards of MSUs or other awards, if any, will be at the sole discretion of the Company;

(e)Your participation in the Plan is voluntary;

(f)The MSUs and the shares of Common Stock in respect of the MSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)Unless otherwise agreed with the Company, the MSUs and the shares of Common Stock in respect of the MSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;

(h)The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;

(i)No claim or entitlement to compensation or damages arises from (i) the forfeiture of MSUs resulting from termination of your employment with the Company or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any), and/or (ii) the forfeiture of MSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the MSUs resulting from the application of any Recoupment Policy (defined below);

(j)Unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Agreement do not create any entitlement to have the MSUs

or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the shares of the Company;

(k)Neither the Company, the Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to you pursuant to the settlement of the MSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and

(l)The MSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the MSUs will be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements and the policy for Recoupment of Compensation for Compliance Violations, as each may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards and any other recoupment policies that have or may be adopted or implemented by the Company from time to time (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the MSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.

8.NO ADVICE REGARDING GRANT

9.RIGHT TO CONTINUED EMPLOYMENT

10.ADMINISTRATION; UNFUNDED OBLIGATIONS

hereunder shall not create in you or any beneficiary, estate, or legal heirs, as applicable, any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for you or any beneficiary, estate, or legal heirs, as applicable. Until MSUs are, in fact, settled, you and any of your valid beneficiaries, estate, or legal heirs, as applicable, shall be a general creditor of the Company with respect to your MSUs.

11.DEEMED ACCEPTANCE

12.AMENDMENT TO PLAN

13.SEVERABILITY AND VALIDITY

14.GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of MSUs and this Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

(a)If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this grant of MSUs or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration shall exclusively be brought and conducted in the courts of Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware, and no other courts where this grant of MSUs is made and/or performed. The parties hereby submit to and consent to the jurisdiction of the State of Delaware for purposes of any such application for injunctive relief.

(b)If you are not subject to the Mutual Arbitration Agreement, this Agreement and grant of MSUs shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this grant of MSUs or Agreement, the parties hereby submit to and consent to the jurisdiction of the

State of Delaware and agree that such litigation shall exclusively be conducted in the courts of Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware and that no other courts where this grant of MSUs is made and/or performed.

15.SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and heirs of the respective parties.

16.ELECTRONIC DELIVERY AND ACCEPTANCE

17.INSIDER TRADING/MARKET ABUSE LAWS

You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., MSUs), or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees, and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal advisor on this matter.

18.LANGUAGE

19.COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding any other provisions of the Plan or this Agreement, unless there is an available exemption from any registration, qualification, or other legal requirement applicable to the shares of Common Stock, you understand that the Company will not be obligated to deliver any shares of Common Stock pursuant to the vesting and/or settlement of the MSUs if the delivery of such Common Stock shall constitute a violation by you or the Company of any provision of law or regulation of any governmental authority. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable

to issuance of shares. Any determination by the Company in this regard shall be final, binding, and conclusive.

20.ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

21.ADDENDUM A

Your MSUs shall be subject to any additional provisions set forth in Addendum A to this Agreement for your country, if any. If you are residing and/or working in one of the countries included in Addendum A, the additional provisions for such country, if any, shall apply to you, without your consent, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Addendum A constitutes part of this Agreement.

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

The Company reserves the right to impose other requirements on your participation in the Plan, on the MSUs, and on any shares of Common Stock delivered in respect of the MSUs to the extent the Company

determines it is necessary or advisable for legal or administrative reasons and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

24.OTHER REPRESENTATIONS

For the Company

Bristol-Myers Squibb Company

By /s/ Amanda Poole

Amanda Poole

Chief People Officer

I hereby agree to all the terms, restrictions, and conditions set forth in this Agreement, including, but not limited to, any post-employment covenants described herein.

Exhibit A

2026 MARKET SHARE UNITS AWARD AGREEMENT
Under the Bristol-Myers Squibb Company
2021 Stock Award and Incentive Plan

2026 Market Share Units Award
Performance Measures and Goals and Payout Factor Calculations

Participant shall vest in MSUs in the manner set forth in this Exhibit A.

•Vesting Based on Performance: Between February 28, 2029 and March 10, 2029, 1 the Committee shall determine and certify the Company’s actual performance in relation to the established Performance Measures and Goals for the Total Return Measurement Period.

Between February 28, 2029 and March 10, 2029,1 the Committee shall determine and certify the extent to which MSUs are deemed vested on the basis of the foregoing and the grid below, provided, however, that, the Committee may exercise its discretion (reserved under Section 6(i) of the Plan) to increase or reduce the amount of MSUs deemed eligible for vesting in its assessment of performance in relation to Performance Measures and Goals, or in light of other considerations the Committee deems relevant. Any MSUs that are not, based on the Committee’s determination, either deemed eligible for vesting based on performance during the Total Return Measurement Period or deemed to be vested in connection with a termination of employment detailed in this Agreement including, unless otherwise expressly determined by the Committee, MSUs that had been potentially eligible for vesting by performance in excess of the actual performance levels achieved, shall be canceled and forfeited.

1 However, in the event of a Change in Control, see the applicable provisions in Section 2 of the Agreement and “Final Payout Factor Following a Change in Control” below.

Exhibit A-1

(A)

MSUs in Award

(B)
Settlement Date1

(C)

Total Return

(D)

rTSR Floor

(E)

Final Payout Factor

(F)

Number of MSUs Vested

Total # of MSUs2

March 10, 2029

Share Price on Measurement Date plus Total Dividends divided by Share Price on Award Date

Determined as follows:

If TSR Percentile Rank is 0% to 49.99% = 0%

If TSR Percentile Rank is

50% to 74.99% = 50%

If TSR Percentile Rank is 75% or greater = 100%

Greater of Total Return (Column C) and rTSR Floor (Column D)

Total # of MSUs (Column A) times Final Payout Factor (Column E)

For purposes of the table set forth above:

“Share Price” shall equal, subject to the provisions of Section 2 applicable upon the occurrence of a Change in Control, the average of the closing share price of the Company’s Common Stock on the Measurement Date or Award Date, as applicable, and the nine trading days immediately preceding the Measurement Date or Award Date. If there were no trades on the Measurement Date or Award Date, the closing price on the most recent date preceding the Measurement Date or Award Date, as applicable, on which there were trades and the nine trading days immediately preceding that date shall be used.

“Measurement Date” shall mean the February 28 immediately preceding the Settlement Date (or such earlier date in the event of a Change in Control as determined under “Final Payout Factor Following a Change in Control” below).

“Total Dividends” shall mean the sum of all ordinary cash dividends paid by the Company to common shareholders of Company stock between the Award Date and the Measurement Date.

“Total Return Measurement Period” shall mean March 10, 2026 to February 28, 2029, or such shorter period in the event of a Change in Control as determined under “Final Payout Factor Following a Change in Control” below.

“Total Return” shall be rounded to the nearest hundredth (two places after the decimal), except that (i) if the “Total Return” equals more than 225%, the Payout Factor used in Column C shall be 225% and (ii) if the “Total Return” equals less than 80%, the “Total Return” used in Column C shall be 0%.

2 The number of MSUs granted to you is the number specified in the Notice of Grant.

Exhibit A-2

“Peer Companies” shall mean each of the following companies provided that it remains publicly traded throughout the entire Total Return Measurement Period:


AbbVie			Merck
Amgen			Novartis
AstraZeneca			Pfizer
Eli Lilly			Regeneron
Gilead Sciences			Roche
GlaxoSmithKline			Sanofi
Johnson & Johnson

Companies that were publicly traded as of the Award Date but are no longer publicly traded as of the end of the Total Return Measurement Period shall be excluded, except that companies that are no longer publicly traded as of the end of the Total Return Measurement Period due to filing for bankruptcy prior to the end of the Total Return Measurement Period shall be assigned a Total Shareholder Return of -100% for the Total Return Measurement Period. In the case of a merger or acquisition involving two Peer Companies during the Total Return Measurement Period, the acquiree or merged company, as the case may be, shall be removed from the list of Peer Companies, and the acquirer or successor company, as the case may be, shall remain on the list of Peer Companies. In the case of a spinoff involving a Peer Company during the Total Return Measurement Period, such company shall remain on the list of Peer Companies, provided that it remains an appropriate peer. Any new company formed as a result of the spinoff shall not be added to the list of Peer Companies for the current Total Return Measurement Period (however, such company may be added to the list of Peer Companies for subsequent awards, if the Committee deems such inclusion appropriate).

“Relative Total Shareholder Return (“TSR”) Performance” shall mean the Company’s TSR Percentile Rank.

“Total Shareholder Return (TSR)” shall mean the change in the value, expressed as a percentage of a given dollar amount invested in a company’s most widely publicly traded stock over the Total Return Measurement Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The ten (10) trading-day average closing values of the Company’s Common Stock and the stock of the Peer Companies, as applicable (i.e., average closing values over the period of 10 trading days ending on the Award Date and the final 10 trading days ending on the last day of the Total Return Measurement Period), shall be used to value the Company’s Common Stock and the stock of the Peer Companies, as applicable, at the beginning and end of the Total Return Measurement Period. Dividend reinvestment shall be calculated consistently for the Company and all Peer Companies.

“TSR Percentile Rank” shall mean the percentage of TSR values among the Peer Companies during the Total Return Measurement Period that are equal to or lower than the Company’s TSR during the Total Return Measurement Period. For example, if the Company’s TSR during the Total Return Measurement Period is at the 51st percentile, 49% of the Peer Companies had higher TSR during the Total Return Measurement Period and 51% of the companies in the Peer Companies had equal or lower TSR during the Total

Exhibit A-3

Return Measurement Period. For purposes of the TSR Percentile Rank calculation, the Company will be excluded from the group of Peer Companies.

•Final Payout Factor Following a Change in Control: In the event of a Change in Control prior to the Measurement Date, the Final Payout Factor shall be determined by (A) assuming that the Final Payout Factor is 100% or (B) substituting the Measurement Date with the Company’s final trading date immediately prior to the Change in Control, whichever of (A) or (B) results in a greater Final Payout Factor.

•Vesting Based on Service: Vesting of the MSUs is conditioned upon you remaining employed by the Company or a subsidiary of the Company during the entire Restricted Period (except as set forth in Section 2 hereof, as applicable) or such lesser period as the Committee shall determine in its sole discretion. If, before the end of the Restricted Period, you are no longer an employee of the Company or a subsidiary of the Company, any MSUs that have not been vested and that cannot thereafter be vested under Sections 2 shall be canceled and forfeited.

•Accelerated Vesting: In connection with certain employment termination events as specified in Section 2, the vesting of a prorated portion or all of the MSUs may be accelerated subject to the Committee’s determination of the amount of such MSUs that have been deemed vested based on the Performance Measures and Goals (see “Vesting Based on Performance” and “Final Payout Factor Calculations Following a Change in Control” above). Except as prescribed in Section 2 of this Agreement, settlement of such MSUs is not accelerated in such cases.

•Forfeiture: Any MSUs that fail to vest at the Settlement Date, either because the employment condition is not satisfied or because the Final Payout Factor on the Settlement Date equals 0%, shall be forfeited, subject to the special provisions set forth in Sections 2(c)-2(f) hereof.

Exhibit A-4

Addendum A

BRISTOL-MYERS SQUIBB COMPANY
ADDITIONAL PROVISIONS FOR MSUs IN CERTAIN COUNTRIES

Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Addendum A includes additional provisions that apply if you are residing and/or working in one of the countries listed below. This Addendum A is part of the Agreement.

This Addendum A also includes information of which you should be aware with respect to your participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the MSUs and/or sale of shares of Common Stock. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your MSUs vest or are settled, or you sell shares of Common Stock delivered in respect of the MSUs.

Finally, if you are a citizen or resident of a country other than the one in which you currently are residing and/or working, transfer employment and/or residency after the MSUs are granted to you, or are considered a resident of another country for local law purposes, the information contained herein for the country you are residing and/or working in at the time of grant may not be applicable to you in the same manner, and the Company shall, in its discretion, determine to what extent the additional provisions contained herein shall be applicable to you.

All Countries

Retirement. The following provision supplements Section 2 of the Agreement:

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable treatment that applies to the MSUs in the event of your Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2 regarding the treatment of the MSUs in the event of your Retirement shall not be applicable to you.

All Countries Outside the European Union/ European Economic Area/Switzerland/United Kingdom

Data Privacy Consent.

Addendum A-1

You understand that the Company, the Employer and other subsidiaries and affiliates of the Company hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, employee ID, social security number, passport or other identification number (e.g., resident registration number), tax code, hire date, termination date, termination code, division name, division code, region name, salary grade, nationality, job title, any shares of stock or directorships held in the Company, details of all MSUs or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to Fidelity Stock Plan Services, including certain of its affiliates (collectively, “Fidelity”), or such other stock plan service provider as may be selected by the Company in the future, which assist in the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g. the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, Fidelity and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the MSUs may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant MSUs or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Argentina

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the MSUs, you acknowledge and agree that the grant of MSUs is made by the Company (not the Employer) in its sole discretion and that the value of the MSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including,

Addendum A-2

Securities Law Information. The MSUs and the underlying shares of Common Stock have not been and will not be publicly issued, placed, distributed, offered or listed in the Argentine capital markets, and, as a result, have not been and will not be registered with the Argentina Securities Commission (Comisión Nacional de Valores). Neither this Agreement nor any other offering material related to the MSUs nor the underlying shares of Common Stock may be utilized in connection with any general offering to the public in Argentina. Any Argentine resident who acquires shares of Common Stock under the Plan does so under their own responsibility under the terms of a private offering to the Argentine resident from outside Argentina. Any Argentine resident who acquires shares of Common Stock shall not transfer such shares of Common Stock to any person within six (6) months of acquiring the shares of Common Stock, unless the transaction is conducted outside Argentina and shares of Common Stock are not sold back to the Company. Accordingly, the transfer restriction should not apply if shares of Common Stock are sold on the New York Stock Exchange.

Exchange control regulations in Argentina are subject to change. You should speak with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting in the MSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Securities Law Information. The offer of MSUs is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth).

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Addendum A-3

Austria

Belgium

There are no country-specific provisions.

Brazil

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the MSUs, you acknowledge and agree that (i) you are making an investment decision and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the Restricted Period.

Compliance with Laws. By accepting the MSUs, you agree that you will comply with Brazilian law when you vest in the MSUs, when any applicable post-vesting restrictions lapse with respect to the MSUs (including any holding period that may apply to the underlying shares of Common Stock) and when you sell any of the underlying shares of Common Stock. You also agree to report and pay any and all taxes associated with the vesting of the MSUs, the lapsing of any applicable post-vesting restrictions, the sale of the underlying shares of Common Stock and the receipt of any dividends.

Addendum A-4

Bulgaria

Canada

Settlement of MSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, MSUs will be settled in shares of Common Stock only, not cash.

Labor Law Acknowledgment. Sections 6 and 7(i) of the Agreement apply, except as explicitly and minimally required under applicable legislation.

Termination of Employment. This provision replaces the second paragraph of Section 2(i)(v) of the Agreement:

For purposes of the MSUs and except as explicitly and minimally required under applicable legislation or expressly provided under the terms of this Agreement: (i) your employment will cease, and (ii) your right, if any, to earn, seek damages in lieu of, vest in or otherwise benefit from or participate in any portion of the MSUs or in the Plan will be measured, and immediately terminate, in each case as of the date you are no longer actually providing services to the Company, the Employer and/or any subsidiary or affiliate of the Company, regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any (the “Termination Date”).

Except as explicitly and minimally required under applicable legislation or this Agreement, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable laws (including, but not limited to, statute, contract, common/civil law or otherwise). For greater certainty, unless otherwise provided under this Agreement, you will not earn, or be entitled to earn, any pro-rated vesting of the MSUs or other benefits under or participation in the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting, benefits, or other participation.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, your right to vest in the MSUs or otherwise participate in or benefit from the MSUs under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period. For clarity, you will not earn or be entitled to pro-rated vesting or other benefits or participation if the vest date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits, or other participation. For further clarity, any reference to a termination or cessation of your employment or continued service; a termination or cessation of any employee-employer relationship or service relationship between you and the Company, the Employer and/or any subsidiary or affiliate of the Company; or any other date of

Addendum A-5

termination under this Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.

Subject to applicable legislation, if the date you is no longer actually providing services cannot be reasonably determined under the terms of this Agreement or the Plan, the Committee shall have exclusive discretion to determine when you are no longer providing services for purposes of the MSUs (including whether you may still be considered employed or actively providing services while on a leave of absence).

The following provision applies if you are resident in Quebec:

Data Privacy. This provision supplements the Data Privacy Consent provision above in this Addendum A:

Chile

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

In accepting the MSUs, you agree the MSUs and the shares of Common Stock underlying the MSUs, and the income and value of same, shall not be considered as part of your remuneration for purposes of determining the calculation base of future indemnities, whether statutory or contractual, for years of service (severance) or in lieu of prior notice, pursuant to Article 172 of the Chilean Labor Code.

Securities Law Information. The offer of the MSUs constitutes a private offering in Chile effective as of the Award Date. The offer of MSUs is made subject to general ruling n° 336 of the Commission for the Financial Market (Comisión para el Mercado Financiero, “CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given the MSUs are not registered in Chile, the Company is not required to provide information about the MSUs or shares of Common Stock in Chile. Unless the MSUs and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Addendum A-6

Esta oferta de Unidades de Acciones Restringidas (“MSU”) constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Concesión. Esta oferta de MSU se acoge a las disposiciones de la Norma de Carácter General Nº336 (“NCG 336”) de la Comisión para el Mercado Financiero (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse los MSU de valores no registrados en Chile, no existe obligación por parte de la Compañía de entregar en Chile información pública respecto de los MSU or sus Acciones. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Exchange Control Information. You are responsible for complying with foreign exchange requirements in Chile. You should consult with your personal legal advisor regarding any applicable exchange control obligations prior to vesting in the MSUs or receiving proceeds from the sale of shares of Common Stock acquired at vesting or cash dividends.

China

Award Conditioned on Satisfaction of Regulatory Obligations. Settlement of the MSUs is conditioned on the Company’s completion of a registration of the Plan with SAFE and on the continued effectiveness of such registration (the “SAFE Registration Requirement”). If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock subject to the MSUs for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any MSUs which have vested in cash paid through local payroll in an amount equal to the market value of the shares of Common Stock subject to the vested MSUs less any withholding obligation for Tax-Related Items.

Sales of Shares of Common Stock. To comply with exchange control regulations in China, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree that the Company is authorized to force the sale of shares of Common Stock to be issued to you upon vesting and settlement of the MSUs at any time (including immediately upon vesting or after termination of your employment, as described below), and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the

Addendum A-7

sales occur. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Treatment of Shares of Common Stock and MSUs Upon Termination of Employment. Due to exchange control regulations in China, you understand and agree that, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), any shares of Common Stock acquired under the Plan and held by you in your brokerage account must be sold no later than the last business day of the month following the month of your termination of employment, or within such other period as determined by the Company or required by SAFE (the “Mandatory Sale Date”). This includes any portion of shares of Common Stock that vest upon your termination of employment. For example, if your termination of employment occurs on March 14, 2027, then the Mandatory Sale Date will be April 30, 2027. You understand that any shares of Common Stock held by you that have not been sold by the Mandatory Sale Date will automatically be sold by the Company’s designated broker at the Company’s direction (on your behalf pursuant to this authorization without further consent), as described under “Sales of Shares of Common Stock” above.

If all or a portion of your MSUs may become distributable at some time following termination of your employment pursuant to any of the provisions under Section 2 of the Agreement, due to exchange control regulations in China, you acknowledge that such MSUs will forfeit upon termination of your employment and be converted into a right to receive a cash payment, equivalent to the value of the number of shares of Common Stock subject to the MSUs that would have become distributable following termination of your employment, as determined on the Settlement Date, which payment will be funded and paid out via local payroll in China as soon as practicable following the Settlement Date. For the avoidance of doubt, following termination of your employment, you will not be entitled to settlement of any portion of your MSUs in shares of Common Stock.

Treatment of MSUs Upon Transfer of Employment. Notwithstanding provisions to the contrary in this Agreement, to facilitate compliance with exchange control requirements if you transfer employment or residency into the People's Republic of China ("PRC") after the Award Date, and/or are subject to exchange control regulations in the PRC imposed by the State Administration of Foreign Exchange (as determined by the Company), the Company may, in its sole discretion, cancel any unvested MSUs upon transfer into the PRC and grant to you a cash-settled Stock Unit or another cash-settled Award of equivalent value, as determined by the Company. The Company does not need your consent to effectuate such replacement, and such replacement shall not be deemed to materially adversely affect your rights relating to the Award for purposes of Section 20 of this Agreement. To the extent applicable, any replacement of unvested MSUs with a deferred cash award shall be in accordance with Section 409A.

Addendum A-8

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you are required to hold any shares of Common Stock to be issued to you upon vesting and settlement of the MSUs in the account that has been established for you with the Company’s designated broker and you acknowledge that you are prohibited from transferring any such shares of Common Stock to another brokerage account. In addition, you are required to immediately repatriate to China the cash proceeds from the sale of the shares of Common Stock issued upon vesting and settlement of the MSUs and any dividends paid on such shares of Common Stock. You further understand that, such repatriation of the cash proceeds will be effectuated through a special exchange control account established by the Company or its subsidiaries, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The Company may deliver the proceeds to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Common Stock trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that you receive may be more or less than the market value of the Common Stock on the sale/payment date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Colombia

Labor Law Policy and Acknowledgement. By accepting your Award, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the MSUs and any payments you receive pursuant to the MSUs are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, the MSUs and related benefits do not constitute a component of “salary” for any legal purpose, including for purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions, or any other outstanding employment-related amounts, subject to the limitations provided in Law 1393/2010.

Mandate Letter. In accepting the MSUs, you agree that, if requested by the Company or the Employer, you will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of shares of Common Stock to be allocated to you upon vesting can be sold on your behalf to cover Tax-Related Items required to be withheld by the Employer and (ii) the proceeds from such sale can be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.

Addendum A-9

Czech Republic

Exchange Control Information. The Czech National Bank may require you to fulfill certain notification duties in relation to the MSUs and the opening and maintenance of a foreign account, including reporting foreign financial assets that equal or exceed a certain threshold. Because exchange control regulations change frequently and without notice, you should consult your personal legal advisor prior to the vesting of the MSUs and the sale of shares of Common Stock and before opening any foreign accounts in connection with the Plan to ensure compliance with current regulations. It is your responsibility to comply with any applicable Czech exchange control laws.

Denmark

Stock Option Act. You acknowledge that you have received an Employer Statement in Danish which includes a description of the terms of the MSUs as required by the Danish Stock Option Act, as amended January 1, 2019 (the “Act”), to the extent that the Act applies to the MSUs.

Finland

There are no country-specific provisions.

France

Language Acknowledgement

By accepting your MSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

French-Qualified MSUs

The following provisions apply only if you are eligible to be granted French-Qualified MSUs under the French Sub-Plan (defined below). If you are ineligible to be granted French-Qualified MSUs under the French Sub-Plan, the MSUs will not qualify for the special French tax and social security treatment under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

Type of Grant. The MSUs are granted as French-Qualified MSUs and are intended to qualify for the special tax and social security treatment applicable to shares of Common Stock granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French

Addendum A-10

Commercial Code, as amended. The French-Qualified MSUs are granted subject to the terms and conditions of the Rules of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan for Restricted Stock Units Granted to French Participants (the “French Sub-Plan”).

Certain events may affect the status of the MSUs as French-Qualified MSUs or the underlying shares of Common Stock, and the French-Qualified MSUs or the underlying shares of Common Stock may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the French-Qualified MSUs or of the underlying shares of Common Stock.

Capitalized terms not defined herein, in the Agreement or in the Plan shall have the meanings ascribed to them in the French Sub-Plan.

Settlement. Notwithstanding provision to the contrary in the Agreement, French-Qualified MSUs may not be settled in cash.

Termination Due to Death. The following provision replaces Section 2(c)(iv) of the Agreement:

In the event of your death prior to the end of the Restricted Period, any outstanding MSUs become immediately transferable to your heirs, who must request the issuance of the Common Stock related to all outstanding MSUs within six months following your death. If the shares of Common Stock are not requested by your heirs within such six-month period, any outstanding MSUs will be forfeited at the end of the six-month period. Upon request, your heirs shall be entitled to settlement of any of your MSUs that were deemed vested within 60 days following the later of (x) the request of settlement by your heirs within such six-month period following your death, or (y) the date upon which the Committee determines the extent to which such MSUs have been deemed vested in accordance with Section 2. Your heirs are not subject to the Minimum Mandatory Holding Period or Minimum Mandatory Vesting Period detailed below.

Restrictions on Vesting, Sale or Transfer of Shares of Common Stock. The following supplements Section 2 of the Agreement:

(a)Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified MSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(b)Minimum Mandatory Holding Period. You may not sell or transfer any shares of Common Stock issued at vesting until the second anniversary of the Award Date, or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-Qualified MSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(c)Closed Periods. You may not sell any shares of Common Stock issued upon vesting of the French-Qualified MSUs during certain Closed Periods, to the extent applicable to the shares underlying the French-Qualified MSUs granted by the Company, as described in the French Sub-Plan.

Addendum A-11

(e)No Transfer of French-Qualified MSUs. French-Qualified MSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner during a French Participant’s lifetime and upon death only in accordance with Section 5 of the French Sub-Plan, and only to the extent required by applicable laws (including the provisions of Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended).

Germany

Exchange Control Information. Cross-border payments in excess of €50,000 (the “Threshold”) must be reported to the German Federal Bank (Bundesbank). The Employer will report certain information related to the MSUs, as required to comply with this obligation. If you otherwise receive a payment in excess of the Threshold (e.g., if you sell shares of Common Stock via a foreign broker, bank or service provider or receive cash dividends and receive proceeds in excess of the Threshold) and/or if the Company withholds shares of Common Stock to recover taxes with a value in excess of the Threshold, you must report the payment and/or the value of the shares withheld or sold to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Greece

There are no country-specific provisions.

Hong Kong

Securities Law Information. Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, including this Addendum A, or the Plan, or any other incidental communication materials, you should obtain independent professional advice. The MSUs and any shares of Common Stock issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries. The Agreement, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The MSUs are intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary and may not be distributed to any other person.

Settlement of MSUs and Sale of Common Stock. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, MSUs will be settled in shares of Common Stock only, not cash. In addition, notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, no shares of Common Stock acquired under the Plan can be offered to the public or otherwise disposed of prior to six months from the Award Date. Any shares of Common Stock received at vesting are accepted as a personal investment.

Hungary

There are no country-specific provisions.

Addendum A-12

India

Ireland

Acknowledgement of Nature of Plan and MSUs. This provision supplements Sections 6 and 7 of the Agreement:

In accepting this Agreement, you understand and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Israel

Settlement of MSUs and Sale of Common Stock. Upon the vesting of the MSUs and the lapse of any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree to the immediate sale of any shares of Common Stock once issued to you. You further agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of the Common Stock to you, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled (or, if later, the date that any applicable post-vesting holding period lapses; the settlement date or lapse date, “sellable date”) and the date on which the underlying shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the sellable date. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Securities Law Information. This offer of MSUs is being made pursuant to an exemption from the requirement to file and publish a prospectus in Israel regarding the Plan obtained from the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be made available to employees by request to the Company. Alternatively, copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available on the respective online portal for employees.

Addendum A-13

Italy

Plan Document Acknowledgment. By accepting the MSUs, you acknowledge that you have received a copy of the Plan, reviewed the Plan, the Agreement and this Addendum A in their entirety and fully understand and accept all provisions of the Plan, the Agreement and this Addendum A.

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and MSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Insider Trading/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); Section 23 (Imposition of Other Requirements); and Section 24 (Other Representations).

Japan

Korea

Mexico

Addendum A-14

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Addendum A-15

Peru

Securities Law Information. The grant of MSUs is considered a private offering in Peru; therefore, it is not subject to registration.

Labor Law Acknowledgement. The following provision supplements Sections 6 and 7 of the Agreement:

By accepting this Award pursuant to this Agreement, you acknowledge that the MSUs are being granted ex gratia to you with the purpose of rewarding you.

Poland

You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting/exchange control duties.

Portugal

Puerto Rico

There are no country-specific provisions.

Romania

Language Consent. By accepting the grant of MSUs, you acknowledge that you are proficient in reading and understanding English and fully understand the terms of the documents related to the grant (the notice, the Agreement and the Plan), which were provided in the English language. You accept the terms of those documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii de MSU-uri, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (anuntul, Acordul MSU si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

Addendum A-16

Saudi Arabia

Singapore

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the MSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Award Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

Securities Law Information. The grant of MSUs is being made in reliance of section 273(1)(f) of the SFA for which it is exempt from the prospectus and registration requirements under the SFA and is not made to you with a view to the MSUs being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., MSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of MSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time. If you are the Chief Executive Officer of the Singapore subsidiary of the Company, these requirements may also apply to you.

Spain

Labor Law Acknowledgment. This provision supplements Sections 2(g), 6 and 7 of the Agreement:

By accepting the MSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.

You understand and agree that, as a condition of the grant of the MSUs, except as provided for in Section 2 of the Agreement, your termination of employment for any reason (including for the reasons listed below) will automatically result in the forfeiture of any MSUs that have not vested on the date of your termination.

In particular, you understand and agree that, unless otherwise provided in the Agreement, the MSUs will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or

Addendum A-17

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant MSUs under the Plan to individuals who may be employees of the Company or a subsidiary. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any subsidiary on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the MSUs and the shares of Common Stock underlying the MSUs shall not become a part of any employment or service contract (either with the Company, the Employer or any subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever, and (iii) unless otherwise provided for in the Agreement, the MSUs will cease vesting upon your termination of employment. In addition, you understand that the MSUs would not be granted to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award of MSUs shall be null and void.

Securities Law Information. The MSUs and the Common Stock described in the Agreement and this Addendum A do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including this Addendum A) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Sweden

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 4 of the Agreement, by accepting the MSUs, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.

Addendum A-18

Switzerland

Taiwan

Securities Law Information. The grant of MSUs and any shares of Common Stock acquired pursuant to these MSUs are available only for employees of the Company and its subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Thailand

Türkiye

Addendum A-19

United Arab Emirates

Acknowledgment of Nature of Plan and MSUs. This provision supplements Sections 6 and 7 of the Agreement:

You acknowledge that the MSUs and related benefits do not constitute a component of your “wages” for any legal purpose. Therefore, the MSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.

United Kingdom

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-20

appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement.

Section 431 Election. As a condition of participation in the Plan and the vesting of the MSUs, you agree to enter into, jointly with the Employer, the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that you will not revoke such election at any time. This election will be to treat the shares of Common Stock as if they were not restricted securities (for U.K. tax purposes only). You must enter into the form of election, attached to this Addendum A, concurrent with accepting the Agreement, or at such subsequent time as may be designated by the Company.

Addendum A-21

Section 431 Election for U.K. Participants

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 One Part Election

1. Between

2. Purpose of Election

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities: All securities to be acquired by Employee pursuant to the MSUs granted on under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Description of securities: Shares of common stock

Name of issuer of securities: Bristol-Myers Squibb Company

to be acquired by the Employee after under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Addendum A-22

4. Extent of Application

This election disapplies to

S.431(1) ITEPA: All restrictions attaching to the securities

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

The Employee acknowledges that, by clicking on the “ACCEPT” box, the Employee agrees to be bound by the terms of this election.

OR:

The Employee acknowledges that, by signing this election, the Employee agrees to be bound by the terms of this election.

……………………………………….………… …./…./……….
Signature (Employee) Date

……………………………………….………… …./…./………
Signature (for and on behalf of the Company) Date

………………………….………………………
Position in company

Addendum A-23

Addendum B

Limited Application of Restrictive
Covenants in Certain States, Territories and Related Notices

(g) North Dakota. If I am hired to primarily perform services for the Company in North Dakota, Section 3(c)(iv) of the Agreement does not apply to me after my last day of employment

Addendum B-1

with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate North Dakota Century Code § 9-08-06.

Addendum B-2

Notice For Employees Who Are Employed in or Residents of DC and Colorado Only

For Employees Located in the District of Columbia:

Addendum B-3

EXHIBIT 10c

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Restricted Stock Units Award

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an award of Restricted Stock Units (such units, “RSUs”; such award, “Award”) under the 2021 Stock Award and Incentive Plan (the “Plan”), as described in this Notice of Grant, subject to the terms and conditions of the Restricted Stock Units Agreement (including this Notice of Grant, Addendum A and Addendum B, the “Agreement”), the Plan, and the Prospectus (which summarizes various aspects of the Plan, including your risk in participating in the Plan, restrictions on resales of delivered shares, federal income tax consequences, and other Plan information). The terms and conditions of the Plan and the Prospectus are hereby incorporated by reference into and made a part of this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan and in the Prospectus.

NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of RSUs			[Number]
Award Date			[Date Award Granted]
Vesting Schedule			Unless otherwise provided expressly in Section 2(b) of this Agreement, the RSUs will vest on the schedule below, subject to your continuous employment with the Company and/or its subsidiaries through the applicable vesting dates (each such date, a “Vesting Date”). Upon the termination of your employment with the Company and its subsidiaries, unless expressly provided otherwise in Section 2, all remaining unvested RSUs shall be immediately forfeited. [[First Anniversary of Award Date] [# of Shares] [Second Anniversary of Award Date] [# of Shares] [Third Anniversary of Award Date] [# of Shares]] [[First Anniversary of Award Date] [# of Shares] [Second Anniversary of Award Date] [# of Shares]

Prorated Restricted Stock Units Agreement


			[Third Anniversary of Award Date] [# of Shares] [Fourth Anniversary of Award Date] [# of Shares]] [[Third Anniversary of Award Date] [# of Shares] [Fourth Anniversary of Award Date] [# of Shares] [Fifth Anniversary of Award Date] [# of Shares]]

2026 RESTRICTED STOCK UNITS AWARD AGREEMENT

1.RESTRICTED STOCK UNITS AWARD

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has approved the grant of your Award as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash.

As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries for the entire Restricted Period (as that term is defined below) or such lesser period as the Committee shall determine in its sole discretion, and no RSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (Non-Competition and Non-Solicitation Agreement) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration. By accepting this Award, you agree that this Award constitutes adequate consideration (in addition to other consideration received) for your Mutual Arbitration Agreement.

2.RESTRICTIONS, FORFEITURES, AND SETTLEMENT

Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested such that, with respect to a given tranche of RSUs, there are no longer any RSUs that may become potentially vested (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company for the entire Restricted Period as described herein, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, your Award shall vest pursuant to the Vesting Schedule specified in the Notice of Grant. Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested RSUs, and you can still forfeit vested RSUs and delivered shares of Common Stock as set forth herein.

(a)Nontransferability. Except as permitted under Section 11(b) of the Plan, during the Restricted Period and any further period prior to settlement of your RSUs, you may not, directly or indirectly, offer, sell, transfer, pledge, assign, or otherwise transfer or dispose of (each, a “Transfer”) any of the RSUs or your rights relating thereto. If you Transfer, or attempt to Transfer, your rights under this Agreement in violation of the provisions herein, the Company’s obligation to settle RSUs, deliver the shares of Common Stock, or otherwise make payments pursuant to the RSUs shall terminate.

the earlier of such dates to occur, by delivery of one share of Common Stock for each RSU being settled, or, at the discretion of the Company, the cash equivalent thereof.

No dividend or dividend equivalents will be paid, accrued, or accumulated in respect of any period following vesting during which settlement was delayed. Settlement of RSUs that directly or indirectly result from adjustments to RSUs shall occur at the time of settlement of, and subject to the restrictions and conditions that apply to, the granted RSUs. Settlement of cash amounts that directly or indirectly result from adjustments to RSUs shall be included as part of your regular payroll payment as soon as administratively practicable after the settlement date for, and subject to the restrictions and conditions that apply to, the granted RSUs. Until shares of Common Stock are delivered to you in settlement of vested RSUs, you shall have none of the rights of a stockholder of the Company with respect to such shares, including the right to vote the shares and receive actual dividends and other distributions on such shares. Shares of Common Stock that may be delivered in settlement of RSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company, subject to any restrictions and conditions set forth herein that apply to the shares of Common Stock delivered in respect of vested RSUs.

(c)If Retirement-Eligible; Death.

(i)Age 65 Retirement. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(i) of the Plan, which requires that you are at least age 65), you shall be deemed fully vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) all RSUs granted (taking into account RSUs previously vested). The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

(ii) Early Retirement at Age 55 with 10 Years of Service. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(ii) of the Plan, which requires that you are at least age 55 with at least 10 years of service), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof. Following such Retirement, any RSUs that have not been deemed vested under this Section 2(c)(ii) will be canceled and forfeited.

(iii) Retirement under “Rule of 70”. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(iii) of the Plan, which requires that you meet the “Rule of 70”), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a

Prorated Portion of RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are only eligible for Retirement pursuant to Section 2(x)(iii) of the Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the pro rata vesting described in this Section 2(c)(iii) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your Retirement, any RSUs that have not been deemed vested under this Section 2(c)(iii) will be canceled and forfeited.

(iv) Death. In the event of your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, your estate or legal heirs, as applicable, shall be deemed fully vested, as of the date of your death, in (i.e., the Restricted Period shall expire with respect to) all RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

In the event that the RSUs vest on account of your death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares of Common Stock in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall not be delivered to your estate or legal heirs, as applicable, until presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

(d)Termination by Company If Not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs that have not been deemed vested under this Section 2(d) will be canceled and forfeited.

you will be considered to have separated from service in accordance with applicable laws as more fully provided for herein (except as may be modified by reason of the application of Section 2(i) below, the earlier of (A) the date that payments to you cease under all disability pay plans of the Company and its subsidiaries and (B) the date that the 29-month period expires, being referred to herein as the “Disability End Date”). Upon the Disability End Date, (i) if you return to employment status, you will not be deemed to have terminated employment, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated employment on the Disability End Date and the Restricted Period shall end on such date, with such termination treated for purposes of the RSUs as a Retirement or death (as detailed in Section 2(c) herein) or a voluntary or other termination (each as detailed in Section 2(g) herein) based on your circumstances at the time of such termination.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event (i) your employment is terminated (A) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan) (including a Retirement under Section 2(x)(iii) of the Plan) or (B) due to Retirement under Section 2(x)(i) or (ii) of the Plan (whether by the Company or voluntarily), which Retirement under Section 2(x)(i) or (ii) of the Plan does not constitute a Qualifying Termination, and (ii) in the case of either clause (A) or (B) of this Section 2(f), such termination occurs during the Protected Period (as defined in Section 9(a) of the Plan) following a Change in Control (as defined in Section 9(b) of the Plan) and prior to a Vesting Date, as of the date of your termination, you shall be deemed fully vested in all RSUs granted, and the timing of the settlement of your Award shall be governed by Section 2(b) hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

(g)Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time), your Award shall be subject to the rescission, forfeiture, remedy, and other provisions of Section 2(k) (Rescission, Forfeiture, and Other Remedies). Further, in the event of any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested RSUs on the date of termination, and you shall have no right to settlement of any portion of such RSUs.

maximum extent possible. If your RSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your RSUs will be subject to applicable limitations under Code Section 409A; specifically, the RSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement: Settlement of the RSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h).

(i)Other Terms.

(i)In the event that you fail to promptly pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all unvested RSUs shall be forfeited by you.

(ii)You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the RSUs by delivering to the Company a written notice of such waiver.

(iv)Upon any termination of your employment, any RSUs as to which the Restricted Period has not expired at or before such termination, subject to any vesting provided for under Sections 2(c)-2(f) hereof, shall be forfeited. Other provisions of this Agreement notwithstanding, in no event will an RSU that has been forfeited thereafter vest or be settled.

of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your RSUs (including whether you may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, employment during only a portion of the Restricted Period, but where your employment has terminated prior to a Vesting Date, will not entitle you to vest in a pro rata portion of the RSUs, unless otherwise provided in this Agreement.

(vi)In any case in which you are required to execute a release as a condition to vesting and settlement of the RSUs, the applicable procedure shall be as specified under the 409A Compliance Rules, except that the deadline for complying with such condition shall be the period provided in this Agreement.

(j)The following events shall not be deemed a termination of employment:

(i)A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and

(ii)A leave of absence from which you return to active service, such leave being for any purpose approved by the Company or a subsidiary of the Company in writing.

Any failure to return to active service with the Company or a subsidiary of the Company at the end of an approved leave of absence as described herein shall be deemed a voluntary termination of employment effective on the date the approved leave of absence ends, subject to applicable law, and any RSUs that are unvested as of the date your employment terminates shall be forfeited subject to Sections 2(c)-2(f) hereof. During a leave of absence as referenced in (ii) above, although you will be considered to have been continuously employed by the Company or a subsidiary of the Company and not to have had a termination of employment under this Section 2, subject to applicable law, the Committee may specify that such leave of absence period approved for your personal reasons (and provided for by any applicable law) shall not be counted in determining the period of employment for purposes of the vesting of the RSUs. In such case, the Vesting Dates for unvested RSUs shall be extended by the length of any such leave of absence subject to Code Section 409A.

(k)Rescission, Forfeiture, and Other Remedies. Unless prohibited by law, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time) or if BMS (as defined in Section 3(d)(iii)) determines that you have violated any applicable provisions of Section 3 below in addition to injunctive relief and damages, you agree and covenant that:

(i)any portion of the RSUs not vested or settled shall be immediately rescinded;

(ii)you shall automatically forfeit any rights you may have with respect to any vested, unsettled RSUs as of the date of such termination of employment or determination that you have violated any applicable provisions of Section 3;

(iii)if any portion of the RSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3 below (or settled following the date of any such termination of employment or violation of any applicable provisions of Section 3), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock that you acquired upon settlement of such RSUs (or an equivalent number of other shares of Common Stock, or a cash amount equal to the greater of (1) the value of the shares of Common Stock that you acquired upon settlement of such RSUs, determined as of the settlement date or (2) the proceeds from any sale of such shares of Common Stock), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and such shares shall be deemed to be reacquired by the Company; and

(iv)the foregoing remedies set forth in this Section 2(k) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

(m)Prorated Portion. For purposes of this Agreement, the term “Prorated Portion” means a portion of your Award determined by multiplying the number of RSUs that would vest on the next applicable Vesting Date by a fraction, (1) the numerator of which is equal to the number of calendar days that elapsed between the most recent Vesting Date that has occurred (or, if the next applicable Vesting Date is the first Vesting Date, the Award Date) and the date on which your employment with the Company or a subsidiary of the Company ended, and (2) the denominator of which equals the number of calendar days that would elapse between the most recent Vesting Date that has occurred (or, if the next applicable Vesting Date is the first Vesting Date, the Award Date) and the next applicable Vesting Date.

3.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

You acknowledge that the grant of RSUs pursuant to this Agreement is sufficient consideration for this Agreement, including, without limitation, all applicable restrictions imposed on you by this Section 3. You further acknowledge and agree that you have been provided with at least fourteen (14) days to review this Agreement before signing and that you have been advised to consult with an attorney before signing this Agreement. For the avoidance of doubt, the non-competition provisions of Sections 3(c)(i)-(ii) below shall only be applicable during your employment by BMS.

that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS confidential information, proprietary information, or trade secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to personal unencrypted thumb drives, cloud storage, or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format, and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives, and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Notwithstanding the foregoing, nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government, law enforcement, or regulatory agency or entity, or to engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;

(d)Definitions. For purposes of this Agreement, the following definitions shall apply:

Period shall be extended for all periods of time in which you are determined by the Court or other authority to have been in violation of the provisions of Section 3(c).

(iii)“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

subsequent employer. You also authorize BMS to notify third parties, including, without limitation, customers and actual or potential employers, of the terms of Section 3 and, as applicable, other terms of this Agreement and your obligations hereunder upon your separation from BMS or your separation from employment with any subsequent employer during the applicable Covenant Restricted Period, by providing a copy of this Agreement, or otherwise. In the event your employment with BMS terminates for any reason, you agree to disclose the name, job title, job duties, and the location of your next employer to BMS upon request. Such disclosure is necessary to ensure adherence to your post-employment obligations under Section 3 of this Agreement and to protect BMS confidential information from improper disclosure.

4.RESPONSIBILITY FOR TAXES

You acknowledge that, regardless of any action taken by the Company, any subsidiary, or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate, and/or the Employer: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the settlement of the RSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at settlement, and the receipt of any dividends and (b) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items that require withholding by the Company or the Employer. In this regard, by your acceptance of the RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:

(a)requiring you to make a payment in a form acceptable to the Company; or

(b)withholding from your wages or other cash compensation payable to you; or

(c)withholding from proceeds of the sale of shares of Common Stock delivered upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or

(d)withholding in shares of Common Stock to be delivered upon settlement of the RSUs;

accounting consequences, in which case the obligation for Tax-Related Items that may require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have received the full number of shares of Common Stock in respect of the vested RSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Common Stock or pay cash in settlement of the RSUs if you fail to comply with your obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be withheld or released for sale to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then, to the extent that any portion of the RSUs is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released for sale shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to the portion of the RSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

5.DIVIDENDS AND ADJUSTMENTS

(a)Dividends or dividend equivalents are not paid, accrued, or accumulated on RSUs during the Restricted Period, except as provided in Section 5(b).

(b)The number of your RSUs and/or other related terms shall be appropriately adjusted, in order to prevent dilution or enlargement of your rights with respect to RSUs, to reflect any changes relating to the outstanding shares of Common Stock resulting from any event referred to in Section 11(c) of the Plan (excluding any payment of ordinary dividends on Common Stock) or any other “equity restructuring” as defined in FASB ASC Topic 718.

6.EFFECT ON OTHER BENEFITS

In no event shall the value, at any time, of the RSUs or any other payment under this Agreement be included as compensation or earnings for purposes of any compensation, retirement, or benefit plan offered to employees of the Company or any subsidiary of the Company unless otherwise specifically provided for in such plan. The RSUs and the underlying shares of Common Stock (or their cash equivalent), and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, the calculation of any severance, resignation, termination, redundancy or end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or

retirement benefits, or similar mandatory payments.

7.ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUS

By accepting this Award, you acknowledge, understand, and agree that, notwithstanding anything to the contrary:

(b)This Award is exceptional, voluntary, and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs, even if RSUs have been awarded in the past;

(c)All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;

(e)Your participation in the Plan is voluntary;

(f)The RSUs and the shares of Common Stock in respect of the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)Unless otherwise agreed with the Company, the RSUs and the shares of Common Stock in respect of the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary or an affiliate of the Company;

(h)The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;

(i)No claim or entitlement to compensation or damages arises from (i) the forfeiture of RSUs resulting from termination of your employment with the Company or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any), and/or (ii) the forfeiture of RSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the RSUs resulting from the application of any Recoupment Policy (defined below);

(j)Unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the shares of the Company;

(k)Neither the Company, the Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and

(l)The RSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the RSUs may be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements and the policy for Recoupment of Compensation for Compliance Violations, as each may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards and any other recoupment policies that have or may be adopted or implemented by the Company from time to time (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.

8.NO ADVICE REGARDING GRANT

9.RIGHT TO CONTINUED EMPLOYMENT

10.ADMINISTRATION; UNFUNDED OBLIGATIONS

The Committee shall have full authority and discretion, subject only to the express terms of the Plan, to decide all matters relating to the administration and interpretation of the Plan and this Agreement, and all such Committee determinations shall be final, conclusive, and binding upon the Company, any subsidiary or affiliate, you, and all interested parties. Any provision for settlement of your RSUs and other obligations hereunder shall be by means of bookkeeping entries on the books of the Company or by such other commercially reasonable means of delivery of shares or cash to you, and RSUs and related rights hereunder shall not create in you or any beneficiary, estate, or legal heirs, as applicable, any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for you or any beneficiary, estate, or legal heirs, as applicable. Until RSUs are, in fact, settled, you and any of your valid beneficiaries, estate, or legal heirs, as applicable, shall be a general creditor of the Company with respect to your RSUs.

11.DEEMED ACCEPTANCE

You are required to accept the terms and conditions set forth in this Agreement prior to the first Vesting Date (or, if earlier, the date you are deemed vested) in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first Vesting Date (or, if earlier, the date you are deemed vested). For your benefit, if you have not rejected the Agreement prior to the first Vesting Date (or, if earlier, the date you are deemed vested), you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be delivered to you in a timely manner, and, once delivered, you waive any right to assert that you have not accepted the terms hereof.

12.AMENDMENT TO PLAN

13.SEVERABILITY AND VALIDITY

14.GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of RSUs and this Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

(a)If you are subject to the Mutual Arbitration Agreement, any dispute that arises under this grant of RSUs or Agreement shall be governed by the Mutual Arbitration Agreement. Any application to a court under Section 1(a) of the Mutual Arbitration Agreement for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration shall exclusively be brought and conducted in the courts of Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware, and no other courts where this grant of RSUs is made and/or performed. The parties hereby submit to and consent to the jurisdiction of the State of Delaware for purposes of any such application for injunctive relief.

(b)If you are not subject to the Mutual Arbitration Agreement, this Agreement and grant of RSUs shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. For purposes of litigating any dispute that arises under this grant of RSUs or Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware and agree that such litigation shall exclusively be conducted in the courts of Wilmington, Delaware or the federal courts for the United States District Court for the District of Delaware and that no other courts where this grant of RSUs is made and/or performed.

15.SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and heirs of

the respective parties.

16.ELECTRONIC DELIVERY AND ACCEPTANCE

17.INSIDER TRADING/MARKET ABUSE LAWS

You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs), or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees, and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal advisor on this matter.

18.LANGUAGE

19.COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding any other provisions of the Plan or this Agreement, unless there is an available exemption from any registration, qualification, or other legal requirement applicable to the shares of Common Stock, you understand that the Company will not be obligated to deliver any shares of Common Stock pursuant to the vesting and/or settlement of the RSUs if the delivery of such Common Stock shall constitute a violation by you or the Company of any provision of law or regulation of any governmental authority. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. Any determination by the Company in this regard shall be final, binding, and conclusive.

20.ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

21.ADDENDUM A

Your RSUs shall be subject to any additional provisions set forth in Addendum A to this Agreement for your country, if any. If you are residing and/or working in one of the countries included in Addendum A, the additional provisions for such country, if any, shall apply to you, without your consent, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Addendum A constitutes part of this Agreement.

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs, and on any shares of Common Stock delivered in respect of the RSUs to the extent the Company determines it is necessary or advisable for legal or administrative reasons and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

24.OTHER REPRESENTATIONS

REPRESENTATIONS, WRITTEN OR ORAL, FROM THE COMPANY OR ITS EMPLOYEES, ATTORNEYS, OR AGENTS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS OR THIS AGREEMENT.

For the Company

Bristol-Myers Squibb Company

By /s/ Amanda Poole _

Amanda Poole

Chief People Officer

I hereby agree to all the terms, restrictions, and conditions set forth in this Agreement, including, but not limited to, any post-employment covenants described herein.

Addendum A

BRISTOL-MYERS SQUIBB COMPANY

ADDITIONAL PROVISIONS FOR RSUs IN CERTAIN COUNTRIES

Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Addendum A includes additional provisions that apply if you are residing and/or working in one of the countries listed below. This Addendum A is part of the Agreement.

This Addendum A also includes information of which you should be aware with respect to your participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the RSUs and/or sale of shares of Common Stock. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your RSUs vest or are settled, or you sell shares of Common Stock delivered in respect of the RSUs.

Finally, if you are a citizen or resident of a country other than the one in which you currently are residing and/or working, transfer employment and/or residency after the RSUs are granted to you, or are considered a resident of another country for local law purposes, the information contained herein for the country you are residing and/or working in at the time of grant may not be applicable to you in the same manner, and the Company shall, in its discretion, determine to what extent the additional provisions contained herein shall be applicable to you.

All Countries

Retirement. The following provision supplements Section 2 of the Agreement:

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable treatment that applies to the RSUs or in the event of your Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2 regarding the treatment of the RSUs in the event of your Retirement shall not be applicable to you.

All Countries Outside the European Union/ European Economic Area/Switzerland/United Kingdom

Data Privacy Consent.

Addendum A-1

identification number (e.g., resident registration number), tax code, hire date, termination date, termination code, division name, division code, region name, salary grade, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to Fidelity Stock Plan Services, including, certain of its affiliates (collectively, “Fidelity”), or such other stock plan service provider as may be selected by the Company in the future, which assist in the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g. the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, Fidelity and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the RSUs may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Argentina

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the RSUs, you acknowledge and agree that the grant of RSUs is made by the Company (not the Employer) in its sole discretion and that the value of the RSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

Addendum A-2

been and will not be registered with the Argentina Securities Commission (Comisión Nacional de Valores). Neither this Agreement nor any other offering material related to the RSUs nor the underlying shares of Common Stock may be utilized in connection with any general offering to the public in Argentina. Any Argentine resident who acquires shares of Common Stock under the Plan does so under their own responsibility under the terms of a private offering to the Argentine resident from outside Argentina. Any Argentine resident who acquires shares of Common Stock shall not transfer such shares of Common Stock to any person within six (6) months of acquiring the shares of Common Stock, unless the transaction is conducted outside Argentina and shares of Common Stock are not sold back to the Company. Accordingly, the transfer restriction should not apply if shares of Common Stock are sold on the New York Stock Exchange.

Exchange control regulations in Argentina are subject to change. You should speak with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting in the RSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Compliance with Laws. Notwithstanding anything else in the Agreement, you will not be entitled to, and shall not claim, any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose of overcoming any such limitation or restriction.

Securities Law Information. The offer of RSUs is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth).

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Austria

Addendum A-3

Belgium

There are no country-specific provisions.

Brazil

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

By accepting the RSUs, you acknowledge and agree that (i) you are making an investment decision, and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the Restricted Period.

Compliance with Laws. By accepting the RSUs, you agree that you will comply with Brazilian law when you vest in the RSUs, when any applicable post-vesting restrictions lapse with respect to the RSUs (including any holding period that may apply to the underlying shares of Common Stock) and when you sell any of the underlying shares of Common Stock. You also agree to report and pay any and all taxes associated with the vesting of the RSUs, the lapsing of any applicable post-vesting restrictions, the sale of the underlying shares of Common Stock and the receipt of any dividends.

Bulgaria

Canada

Settlement of RSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, RSUs will be settled in shares of Common Stock only, not cash.

Labor Law Acknowledgment. Sections 6 and 7(i) of the Agreement apply, except as explicitly and minimally required under applicable legislation.

Addendum A-4

Termination of Employment. This provision replaces the second paragraph of Section 2(i)(v) of the Agreement:

For purposes of the RSUs and except as explicitly and minimally required under applicable legislation or expressly provided under the terms of this Agreement: (i) your employment will cease, and (ii) your right, if any, to earn, seek damages in lieu of, vest in or otherwise benefit from or participate in any portion of the RSUs or in the Plan will be measured, and immediately terminate, in each case as of the date you are no longer actually providing services to the Company, the Employer and/or any subsidiary or affiliate of the Company, regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any (the “Termination Date”).

Except as explicitly and minimally required under applicable legislation or this Agreement, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable laws (including, but not limited to, statute, contract, common/civil law or otherwise). For greater certainty, unless otherwise provided under this Agreement, you will not earn, or be entitled to earn, any pro-rated vesting of the RSUs or other benefits under or participation in the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting, benefits, or other participation.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, your right to vest in the RSUs or otherwise participate in or benefit from the RSUs under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period. For clarity, you will not earn or be entitled to pro-rated vesting or other benefits or participation if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits, or other participation. For further clarity, any reference to a termination or cessation of your employment or continued service; a termination or cessation of any employee-employer relationship or service relationship between you and the Company, the Employer and/or any subsidiary or affiliate of the Company; or any other date of termination under this Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.

Subject to applicable legislation, if the date you is no longer actually providing services cannot be reasonably determined under the terms of this Agreement or the Plan, the Committee shall have exclusive discretion to determine when you are no longer providing services for purposes of the RSUs (including whether you may still be considered employed or actively providing services while on a leave of absence).

The following provision applies if you are resident in Quebec:

Data Privacy. This provision supplements the Data Privacy Consent provision above in this Addendum A:

Addendum A-5

United States. Finally, you acknowledge and authorize the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

Chile

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

In accepting the RSUs, you agree the RSUs and the shares of Common Stock underlying the RSUs, and the income and value of same, shall not be considered as part of your remuneration for purposes of determining the calculation base of future indemnities, whether statutory or contractual, for years of service (severance) or in lieu of prior notice, pursuant to Article 172 of the Chilean Labor Code.

Securities Law Information. The offer of the RSUs constitutes a private offering in Chile effective as of the Award Date. The offer of RSUs is made subject to general ruling n° 336 of the Commission for the Financial Market (Comisión para el Mercado Financiero, “CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given the RSUs are not registered in Chile, the Company is not required to provide information about the RSUs or shares of Common Stock in Chile. Unless the RSUs and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Esta oferta de Unidades de Acciones Restringidas (“RSU”) constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Concesión. Esta oferta de RSU se acoge a las disposiciones de la Norma de Carácter General N 336 (“NCG 336”) de la Comisión para el Mercado Financiero (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse los RSU de valores no registrados en Chile, no existe obligación por parte de la Compañía de entregar en Chile información pública respecto de los RSU or sus Acciones. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Exchange Control Information. You are responsible for complying with foreign exchange requirements in Chile. You should consult with your personal legal advisor regarding any applicable exchange control obligations prior to vesting in the RSUs or receiving proceeds from the sale of shares of Common Stock acquired at vesting or cash dividends.

China

Addendum A-6

registration (the “SAFE Registration Requirement”). If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock subject to the RSUs for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any RSUs which have vested in cash paid through local payroll in an amount equal to the market value of the shares of Common Stock subject to the vested RSUs less any withholding obligation for Tax-Related Items.

Sales of Shares of Common Stock. To comply with exchange control regulations in China, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree that the Company is authorized to force the sale of shares of Common Stock to be issued to you upon vesting and settlement of the RSUs at any time (including immediately upon vesting or after termination of your employment, as described below), and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sales occur. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of Common Stock (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations, including, but not limited to, the restrictions set forth in this Addendum A for China below under “Exchange Control Information.” Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds realized upon sale may be more or less than the market value of the shares of Common Stock on the date that the Award is settled (which typically is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Treatment of Shares of Common Stock and RSUs Upon Termination of Employment. Due to exchange control regulations in China, you understand and agree that, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), any shares of Common Stock acquired under the Plan and held by you in your brokerage account must be sold no later than the last business day of the month following the month of your termination of employment, or within such other period as determined by the Company or required by SAFE (the “Mandatory Sale Date”). This includes any portion of shares of Common Stock that vest upon your termination of employment. For example, if your termination of employment occurs on March 14, 2027, then the Mandatory Sale Date will be April 30, 2027. You understand that any shares of Common Stock held by you that have not been sold by the Mandatory Sale Date will automatically be sold by the Company’s designated broker at the Company’s direction (on your behalf pursuant to this authorization without further consent), as described under “Sales of Shares of Common Stock” above.

If all or a portion of your RSUs become distributable upon your termination of employment or at some time following your termination of employment, pursuant to Section 2 of the Agreement, that portion will vest and become distributable immediately upon termination of your employment. Any shares of Common Stock distributed to you according to this paragraph must be sold by the Mandatory Sale Date or will be sold by the Company’s designated broker at the Company’s direction (on your behalf pursuant to this authorization without further consent), as described under “Sales of Shares of Common Stock” above. You will not continue to vest in RSUs or be entitled to any portion of RSUs after your termination of employment.

Addendum A-7

regulations in the PRC imposed by the State Administration of Foreign Exchange (as determined by the Company), the Company may, in its sole discretion, cancel any unvested RSUs upon transfer into the PRC and grant to you a cash-settled Stock Unit or another cash-settled Award of equivalent value, as determined by the Company. The Company does not need your consent to effectuate such replacement, and such replacement shall not be deemed to materially adversely affect your rights relating to the Award for purposes of Section 20 of this Agreement. To the extent applicable, any replacement of unvested RSUs with a deferred cash award shall be in accordance with Section 409A.

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you are required to hold any shares of Common Stock to be issued to you upon vesting and settlement of the RSUs in the account that has been established for you with the Company’s designated broker and you acknowledge that you are prohibited from transferring any such shares of Common Stock to another brokerage account. In addition, you are required to immediately repatriate to China the cash proceeds from the sale of the shares of Common Stock issued upon vesting and settlement of the RSUs and any dividends paid on such shares of Common Stock. You further understand that such repatriation of the cash proceeds will be effectuated through a special exchange control account established by the Company or its subsidiaries, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The Company may deliver the proceeds to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Common Stock trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that you receive may be more or less than the market value of the Common Stock on the sale/payment date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Colombia

Labor Law Policy and Acknowledgement. By accepting your Award, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the RSUs and any payments you receive pursuant to the RSUs are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, the RSUs and related benefits do not constitute a component of “salary” for any legal purpose, including for purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions, or any other outstanding employment-related amounts, subject to the limitations provided in Law 1393/2010.

Mandate Letter. In accepting the RSUs, you agree that, if requested by the Company or the Employer, you will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of shares of Common Stock to be allocated to you upon vesting can be sold on your behalf to cover Tax-Related Items required to be withheld by the Employer and (ii) the proceeds from such sale can be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.

Exchange Control Information. You are responsible for complying with any and all Colombian foreign

Addendum A-8

exchange restrictions, approvals and reporting requirements in connection with the RSUs and any shares of Common Stock acquired or funds received under the Plan. All payments for your investment originating in Colombia (and the liquidation of such investments) must be transferred through the Colombian foreign exchange market (e.g., local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio). Alternatively, such payments may be channeled through a compensation account, provided that the account is duly registered and that you submit the required monthly report to the Central Bank (Banco de la República) in accordance with applicable regulations. You should obtain proper legal advice to ensure compliance with applicable Colombian regulations.

Czech Republic

Exchange Control Information. The Czech National Bank may require you to fulfill certain notification duties in relation to the RSUs and the opening and maintenance of a foreign account, including reporting foreign financial assets that equal or exceed a certain threshold. Because exchange control regulations change frequently and without notice, you should consult your personal legal advisor prior to the vesting of the RSUs and the sale of shares of Common Stock and before opening any foreign accounts in connection with the Plan to ensure compliance with current regulations. It is your responsibility to comply with any applicable Czech exchange control laws.

Denmark

Stock Option Act. You acknowledge that you have received an Employer Statement in Danish which includes a description of the terms of the RSUs as required by the Danish Stock Option Act, as amended January 1, 2019 (the “Act”), to the extent that the Act applies to the RSUs.

Finland

There are no country-specific provisions.

France

Language Acknowledgement

By accepting your RSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

French-Qualified RSUs

The following provisions apply only if you are eligible to be granted French-Qualified RSUs under the French Sub-Plan (defined below). If you are ineligible to be granted French-Qualified RSUs under the French Sub-Plan, the RSUs will not qualify for the special French tax and social security treatment under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

Type of Grant. The RSUs are granted as French-Qualified RSUs and are intended to qualify for the special tax and social security treatment applicable to shares of Common Stock granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended. The French-Qualified RSUs are granted subject to the terms and conditions of the Rules of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan for Restricted Stock Units Granted to French Participants (the “French Sub-Plan”).

Certain events may affect the status of the RSUs as French-Qualified RSUs or the underlying shares of Common

Addendum A-9

Stock, and the French-Qualified RSUs or the underlying shares of Common Stock may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the French-Qualified RSUs or of the underlying shares of Common Stock.

Capitalized terms not defined herein, in the Agreement or in the Plan shall have the meanings ascribed to them in the French Sub-Plan.

Settlement. Notwithstanding provision to the contrary in the Agreement, French-Qualified RSUs may not be settled in cash.

Termination Due to Death. The following provision replaces Section 2(c)(iv) of the Agreement:

In the event of your death prior to any applicable Vesting Date or the end of the Restricted Period, any outstanding RSUs become immediately transferable to your heirs, who must request the issuance of the Common Stock related to all outstanding RSUs within six months following your death. If the Common Stock is not requested by your heirs within such six-month period, any outstanding RSUs will be forfeited at the end of the six-month period. Your heirs are not subject to the Minimum Mandatory Vesting Period or Minimum Mandatory Holding Period detailed below.

Restrictions on Vesting, Sale or Transfer of Shares of Common Stock. The following supplements Section 2 of the Agreement:

(a)Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(b)Minimum Mandatory Holding Period. You may not sell or transfer any shares of Common Stock issued at vesting until the second anniversary of the Award Date, or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(c)Closed Periods. You may not sell any shares of Common Stock issued upon vesting of the French-Qualified RSUs during certain Closed Periods, to the extent applicable to the shares underlying the French-Qualified RSUs granted by the Company, as described in the French Sub-Plan.

(e)No Transfer of French-Qualified RSUs. French-Qualified RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner during a French Participant’s lifetime and upon death only in accordance with Section 5 of the French Sub-Plan, and only to the extent required by applicable laws (including the provisions of Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended).

Germany

Addendum A-10

required to comply with this obligation. If you otherwise receive a payment in excess of the Threshold (e.g., if you sell shares of Common Stock via a foreign broker, bank or service provider or receive cash dividends and receive proceeds in excess of the Threshold) and/or if the Company withholds shares of Common Stock to recover taxes with a value in excess of the Threshold, you must report the payment and/or the value of the shares withheld or sold to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Greece

There are no country-specific provisions.

Hong Kong

Securities Law Information. Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, including this Addendum A, or the Plan, or any other incidental communication materials, you should obtain independent professional advice. The RSUs and any shares of Common Stock issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries. The Agreement, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary and may not be distributed to any other person.

Settlement of RSUs and Sale of Common Stock. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, RSUs will be settled in shares of Common Stock only, not cash. In addition, notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, no shares of Common Stock acquired under the Plan can be offered to the public or otherwise disposed of prior to six months from the Award Date. Any shares of Common Stock received at vesting are accepted as a personal investment.

Hungary

There are no country-specific provisions.

India

Ireland

Acknowledgement of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the Agreement:

Addendum A-11

In accepting this Agreement, you understand and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Israel

Settlement of RSUs and Sale of Common Stock. Upon the vesting of the RSUs and the lapse of any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree to the immediate sale of any shares of Common Stock once issued to you. You further agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of the Common Stock to you, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled (or, if later, the date that any applicable post-vesting holding period lapses; the settlement date or lapse date, “sellable date”) and the date on which the underlying shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the sellable date. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Securities Law Information. This offer of RSUs is being made pursuant to an exemption from the requirement to file and publish a prospectus in Israel regarding the Plan obtained from the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be made available to employees by request to the Company. Alternatively, copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available on the respective online portal for employees.

Italy

Plan Document Acknowledgment. By accepting the RSUs, you acknowledge that you have received a copy of the Plan, reviewed the Plan, the Agreement and this Addendum A in their entirety and fully understand and accept all provisions of the Plan, the Agreement and this Addendum A.

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and RSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Insider Trading/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); Section 23 (Imposition of Other Requirements); and Section 24 (Other Representations).

Japan

Addendum A-12

Korea

Mexico

Labor Law Policy and Acknowledgment. By accepting this Award, you expressly recognize that the Company, with offices at Route 206 & Province Line Road, Princeton, New Jersey 08543, U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your Employer (“BMS-Mexico”) is your sole employer, not the Company in the United States. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, BMS-Mexico, and do not form part of the employment conditions and/or benefits provided by BMS-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

Política Laboral y Reconocimiento/Aceptación. Aceptando este Premio, el participante reconoce que la Compañía, with offices at Route 206 & Province Line Road, Princeton, New Jersey 08543, U.S.A., es el único responsable de la administración del Plan y que la participación del Participante en el mismo y la adquisicion de acciones no constituye de ninguna manera una relación laboral entre el Participante y la Compañía, toda vez que la participación del participante en el Plan deriva únicamente de una relación comercial con la Compañía, reconociendo expresamente que su Empleador (“BMS Mexico”) es su único patrón, no es la Compañía en los Estados Unidos. Derivado de lo anterior, el participante expresamente reconoce que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre el participante y su empleador, BMS`-México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por BMS-México, y expresamente el participante reconoce que cualquier modificación el Plan o la terminación del mismo de manera alguna podrá ser

Addendum A-13

interpretada como una modificación de los condiciones de trabajo del participante.

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Peru

Securities Law Information. The grant of RSUs is considered a private offering in Peru; therefore, it is not subject to registration.

Labor Law Acknowledgement. The following provision supplements Section 6 and 7 of the Agreement:

By accepting this Award pursuant to this Agreement, you acknowledge that the RSUs are being granted ex gratia to you with the purpose of rewarding you.

Poland

You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting/exchange control duties.

Portugal

Addendum A-14

Puerto Rico

There are no country-specific provisions.

Romania

Language Consent. By accepting the grant of RSUs, you acknowledge that you are proficient in reading and understanding English and fully understand the terms of the documents related to the grant (the notice, the Agreement and the Plan), which were provided in the English language. You accept the terms of those documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii de RSU-uri, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (anuntul, Acordul RSU si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

Saudi Arabia

Singapore

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Award Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

Securities Law Information. The grant of RSUs is being made in reliance of section 273(1)(f) of the SFA for which it is exempt from the prospectus and registration requirements under the SFA and is not made to you with a view to the RSUs being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time. If you are the Chief Executive Officer of the Singapore subsidiary of the Company, these requirements may also apply to you.

Spain

Labor Law Acknowledgment. This provision supplements Sections 2(g), 6 and 7 of the Agreement:

Addendum A-15

By accepting the RSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.

You understand and agree that, as a condition of the grant of the RSUs, except as provided for in Section 2 of the Agreement, your termination of employment for any reason (including for the reasons listed below) will automatically result in the forfeiture of any RSUs that have not vested on the date of your termination.

In particular, you understand and agree that, unless otherwise provided in the Agreement, the RSUs will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or a subsidiary. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any subsidiary on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the RSUs and the shares of Common Stock underlying the RSUs shall not become a part of any employment or service contract (either with the Company, the Employer or any subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever, and (iii) unless otherwise provided for in the Agreement, the RSUs will cease vesting upon your termination of employment. In addition, you understand that the RSUs would not be granted to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void.

Securities Law Information. The RSUs and the Common Stock described in the Agreement and this Addendum A do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including this Addendum A) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Sweden

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-16

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 4 of the Agreement, by accepting the RSUs, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.

Switzerland

Taiwan

Securities Law Information. The grant of RSUs and any shares of Common Stock acquired pursuant to these RSUs are available only for employees of the Company and its subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Thailand

Türkiye

Exchange Control Information. In certain circumstances, Turkish residents are permitted to sell shares traded

Addendum A-17

on a non-Turkish stock exchange only through a financial intermediary licensed in Türkiye and should be reported to the Turkish Capital Markets Board. Therefore, you may be required to appoint a Turkish broker to assist with the sale of the shares of Common Stock acquired under the Plan. You should consult your personal legal advisor before selling any shares of Common Stock acquired under the Plan to confirm the applicability of this requirement.

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the Agreement:

You acknowledge that the RSUs and related benefits do not constitute a component of your “wages” for any legal purpose. Therefore, the RSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.

United Kingdom

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-18

Section 431 Election. As a condition of participation in the Plan and the vesting of the RSUs, you agree to enter into, jointly with the Employer, the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that you will not revoke such election at any time. This election will be to treat the shares of Common Stock as if they were not restricted securities (for U.K. tax purposes only). You must enter into the form of election, attached to this Addendum A, concurrent with accepting the Agreement, or at such subsequent time as may be designated by the Company.

Addendum A-19

Section 431 Election for U.K. Participants

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 One Part Election

1. Between

2. Purpose of Election

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities: All securities to be acquired by Employee pursuant to the RSUs granted on

________________ under the terms of the Bristol-Myers Squibb Company

2021 Stock Award and Incentive Plan.

Description of securities: Shares of common stock

Name of issuer of securities: Bristol-Myers Squibb Company

to be acquired by the Employee after under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Addendum A-20

4. Extent of Application

This election disapplies to

S.431(1) ITEPA: All restrictions attaching to the securities

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

The Employee acknowledges that, by clicking on the “ACCEPT” box, the Employee agrees to be bound by the terms of this election.

OR:

The Employee acknowledges that, by signing this election, the Employee agrees to be bound by the terms of this election.

……………………………………….………… …./…./……….
Signature (Employee) Date

……………………………………….………… …./…./………
Signature (for and on behalf of the Company) Date

………………………….………………………
Position in company

Addendum A-21

Addendum B

Limited Application of Restrictive
Covenants in Certain States, Territories and Related Notices

(g) North Dakota. If I am hired to primarily perform services for the Company in North Dakota, Section 3(c)(iv) of the Agreement does not apply to me after my last day of employment with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate North Dakota Century Code § 9-08-06.

Addendum B-1

Addendum B-2

Notice For Employees Who Are Employed in or Residents of DC and Colorado Only

For Employees Located in the District of Columbia:

Addendum B-3

EXHIBIT 10d

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Restricted Stock Units Award

NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of RSUs			[Number]
Award Date			[Date Award Granted]
Vesting Schedule			Unless otherwise provided expressly in Section 2(b) of this Agreement, the RSUs will vest on the schedule below, subject to your continuous employment with the Company and/or its subsidiaries through the applicable vesting date (the “Vesting Date”). Upon the termination of your employment with the Company and its subsidiaries, unless expressly provided otherwise in Section 2, all remaining unvested RSUs shall be immediately forfeited. [Third Anniversary of Award Date] [# of Shares]

Three-Year Cliff Restricted Stock Units Agreement

2026 RESTRICTED STOCK UNITS AWARD AGREEMENT

1.RESTRICTED STOCK UNITS AWARD

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has approved the grant of your Award as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash.

2.RESTRICTIONS, FORFEITURES, AND SETTLEMENT

Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested such that there are no longer any RSUs that may become potentially vested (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company for the entire Restricted Period as described herein, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, your Award shall vest pursuant to the Vesting Schedule specified in the Notice of Grant. Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested RSUs, and you can still forfeit vested RSUs and delivered shares of Common Stock as set forth herein.

the earlier of such dates to occur, by delivery of one share of Common Stock for each RSU being settled, or, at the discretion of the Company, the cash equivalent thereof.

(c)If Retirement-Eligible; Death.

(i)Age 65 Retirement. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(i) of the Plan, which requires that you are at least age 65), you shall be deemed fully vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) all RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

(iii) Retirement under “Rule of 70”. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(iii) of the Plan, which requires that you meet the “Rule of 70”), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are only eligible for Retirement pursuant to Section 2(x)(iii) of the Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the pro rata vesting described in this Section 2(c)(iii) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your Retirement, any RSUs that have not been deemed vested under this Section 2(c)(iii) will be canceled and forfeited.

(iv) Death. In the event of your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, your estate or legal heirs, as applicable, shall be deemed fully vested, as of the date of your death, in (i.e., the Restricted Period shall expire with respect to) all RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

(d)Termination by Company If Not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs that have not been deemed vested under this Section 2(d) will be canceled and forfeited.

Company and its subsidiaries and (B) the date that the 29-month period expires, being referred to herein as the “Disability End Date”). Upon the Disability End Date, (i) if you return to employment status, you will not be deemed to have terminated employment, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated employment on the Disability End Date and the Restricted Period shall end on such date, with such termination treated for purposes of the RSUs as a Retirement or death (as detailed in Section 2(c) herein) or a voluntary or other termination (each as detailed in Section 2(g) herein) based on your circumstances at the time of such termination.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event (i) your employment is terminated (A) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan) (including a Retirement under Section 2(x)(iii) of the Plan) or (B) due to Retirement under Section 2(x)(i) or (ii) of the Plan (whether by the Company or voluntarily), which Retirement under Section 2(x)(i) or (ii) of the Plan does not constitute a Qualifying Termination, and (ii) in the case of either clause (A) or (B) of this Section 2(f), such termination occurs during the Protected Period (as defined in Section 9(a) of the Plan) following a Change in Control (as defined in Section 9(b) of the Plan) and prior to the Vesting Date, as of the date of your termination, you shall be deemed fully vested in all RSUs granted, and the timing of the settlement of your Award shall be governed by Section 2(b) hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

(g)Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time), your Award shall be subject to the rescission, forfeiture, remedy, and other provisions of Section 2(k) (Rescission, Forfeiture, and Other Remedies). Further, in the event of any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested RSUs on the date of termination, and you shall have no right to settlement of any portion of such RSUs.

applicable limitations under Code Section 409A; specifically, the RSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement: Settlement of the RSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h).

(i)Other Terms.

(i)In the event that you fail to promptly pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all unvested RSUs shall be forfeited by you.

(ii)You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the RSUs by delivering to the Company a written notice of such waiver.

(v)In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement, your right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your RSUs (including whether you may still be considered to be providing services while on a leave

of absence). For the avoidance of doubt, employment during only a portion of the Restricted Period, but where your employment has terminated prior to a Vesting Date, will not entitle you to vest in a pro rata portion of the RSUs, unless otherwise provided in this Agreement.

(j)The following events shall not be deemed a termination of employment:

(i)A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and

(ii)A leave of absence from which you return to active service, such leave being for any purpose approved by the Company or a subsidiary of the Company in writing.

Any failure to return to active service with the Company or a subsidiary of the Company at the end of an approved leave of absence as described herein shall be deemed a voluntary termination of employment effective on the date the approved leave of absence ends, subject to applicable law, and any RSUs that are unvested as of the date your employment terminates shall be forfeited subject to Sections 2(c)-2(f) hereof. During a leave of absence as referenced in (ii) above, although you will be considered to have been continuously employed by the Company or a subsidiary of the Company and not to have had a termination of employment under this Section 2, subject to applicable law, the Committee may specify that such leave of absence period approved for your personal reasons (and provided for by any applicable law) shall not be counted in determining the period of employment for purposes of the vesting of the RSUs. In such case, the Vesting Date for unvested RSUs shall be extended by the length of any such leave of absence subject to Code Section 409A.

(k)Rescission, Forfeiture, and Other Remedies. Unless prohibited by law, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time) or if BMS (as defined in Section 3(d)(iii)) determines that you have violated any applicable provisions of Section 3 below in addition to injunctive relief and damages, you agree and covenant that:

(i)any portion of the RSUs not vested or settled shall be immediately rescinded;

certificate or certificates for shares of Common Stock that you acquired upon settlement of such RSUs (or an equivalent number of other shares of Common Stock, or a cash amount equal to the greater of (1) the value of the shares of Common Stock that you acquired upon settlement of such RSUs, determined as of the settlement date or (2) the proceeds from any sale of such shares of Common Stock), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and such shares shall be deemed to be reacquired by the Company; and

(iv)the foregoing remedies set forth in this Section 2(k) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

(m)Prorated Portion. For purposes of this Agreement, the term “Prorated Portion” means a portion of your Award determined by multiplying the number of RSUs subject to the Award by a fraction, (1) the numerator of which is equal to the number of calendar days that elapsed between the Award Date and the date on which your employment with the Company or a subsidiary of the Company ended, and (2) the denominator of which equals the number of calendar days that would elapse between the Award Date and the Vesting Date.

3.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format, and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives, and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Notwithstanding the foregoing, nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government, law enforcement, or regulatory agency or entity, or to engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

that competes with any product, investigational compound, technology, service, or line of business with which you worked or about which you became familiar as a result of your employment with BMS. Actively connected does not include application for other employment with a Competitive Business;

(d)Definitions. For purposes of this Agreement, the following definitions shall apply:

(iii)“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and Section 3 of this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of Section 3 of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal, or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area, or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal, or unenforceable term or provision with a term or provision that is valid, legal, and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal, or unenforceable term or provision. You acknowledge and agree that your covenants under Section 3 of this Agreement are ancillary to your employment relationship with BMS but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that you may have against BMS shall not constitute a defense to the enforcement of Section 3 of this Agreement by BMS nor an excuse for noncompliance with Section 3 of this Agreement.

4.RESPONSIBILITY FOR TAXES

You acknowledge that, regardless of any action taken by the Company, any subsidiary, or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate, and/or the Employer: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the settlement of the RSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at settlement, and the receipt of any dividends and (b) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items that require withholding by the Company or the Employer. In this regard, by your acceptance of the RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:

(a)requiring you to make a payment in a form acceptable to the Company; or

(b)withholding from your wages or other cash compensation payable to you; or

(d)withholding in shares of Common Stock to be delivered upon settlement of the RSUs;

provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold shares of Common Stock deliverable in settlement of RSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that may require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event.

refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have received the full number of shares of Common Stock in respect of the vested RSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Common Stock or pay cash in settlement of the RSUs if you fail to comply with your obligations in connection with the Tax-Related Items.

5.DIVIDENDS AND ADJUSTMENTS

(a)Dividends or dividend equivalents are not paid, accrued, or accumulated on RSUs during the Restricted Period, except as provided in Section 5(b).

6.EFFECT ON OTHER BENEFITS

7.ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUS

By accepting this Award, you acknowledge, understand, and agree that, notwithstanding anything to the contrary:

(c)All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;

(e)Your participation in the Plan is voluntary;

(f)The RSUs and the shares of Common Stock in respect of the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;

(k)Neither the Company, the Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and

adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards and any other recoupment policies that have or may be adopted or implemented by the Company from time to time (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.

8.NO ADVICE REGARDING GRANT

9.RIGHT TO CONTINUED EMPLOYMENT

10.ADMINISTRATION; UNFUNDED OBLIGATIONS

11.DEEMED ACCEPTANCE

You are required to accept the terms and conditions set forth in this Agreement prior to the Vesting Date (or, if earlier, the date you are deemed vested) in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the Vesting Date (or, if earlier, the date you are deemed vested). For your benefit, if you have not rejected the Agreement prior to the Vesting Date (or, if earlier, the date you are deemed vested), you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be delivered to you in a timely manner, and, once delivered, you waive any right to assert that you have not accepted the terms hereof.

12.AMENDMENT TO PLAN

13.SEVERABILITY AND VALIDITY

14.GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of RSUs and this Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

15.SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and heirs of the respective parties.

16.ELECTRONIC DELIVERY AND ACCEPTANCE

17.INSIDER TRADING/MARKET ABUSE LAWS

You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs), or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees, and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal advisor on this matter.

18.LANGUAGE

19.COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding any other provisions of the Plan or this Agreement, unless there is an available exemption from any registration, qualification, or other legal requirement applicable to the shares of Common Stock, you understand that the Company will not be obligated to deliver any shares of Common Stock pursuant to the vesting and/or settlement of the RSUs if the delivery of such Common Stock shall constitute a violation by you or the Company of any provision of law or regulation of any governmental authority. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. Any determination by the Company in this regard shall be final, binding, and conclusive.

20.ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

21.ADDENDUM A

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

24.OTHER REPRESENTATIONS

For the Company

Bristol-Myers Squibb Company

By /s/ Amanda Poole _

Amanda Poole

Chief People Officer

I hereby agree to all the terms, restrictions, and conditions set forth in this Agreement, including, but not limited to, any post-employment covenants described herein.

Addendum A

BRISTOL-MYERS SQUIBB COMPANY

ADDITIONAL PROVISIONS FOR RSUs IN CERTAIN COUNTRIES

Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Addendum A includes additional provisions that apply if you are residing and/or working in one of the countries listed below. This Addendum A is part of the Agreement.

This Addendum A also includes information of which you should be aware with respect to your participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the RSUs and/or sale of shares of Common Stock. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your RSUs vest or are settled, or you sell shares of Common Stock delivered in respect of the RSUs.

All Countries

Retirement. The following provision supplements Section 2 of the Agreement:

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable treatment that applies to the RSUs or in the event of your Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2 regarding the treatment of the RSUs in the event of your Retirement shall not be applicable to you.

All Countries Outside the European Union/ European Economic Area/Switzerland/United Kingdom

Data Privacy Consent.

Addendum A-1

You understand that the Company, the Employer and other subsidiaries and affiliates of the Company hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, employee ID, social security number, passport or other identification number (e.g., resident registration number), tax code, hire date, termination date, termination code, division name, division code, region name, salary grade, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

Argentina

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Addendum A-2

Securities Law Information. The RSUs and the underlying shares of Common Stock have not been and will not be publicly issued, placed, distributed, offered or listed in the Argentine capital markets, and, as a result, have not been and will not be registered with the Argentina Securities Commission (Comisión Nacional de Valores). Neither this Agreement nor any other offering material related to the RSUs nor the underlying shares of Common Stock may be utilized in connection with any general offering to the public in Argentina. Any Argentine resident who acquires shares of Common Stock under the Plan does so under their own responsibility under the terms of a private offering to the Argentine resident from outside Argentina. Any Argentine resident who acquires shares of Common Stock shall not transfer such shares of Common Stock to any person within six (6) months of acquiring the shares of Common Stock, unless the transaction is conducted outside Argentina and shares of Common Stock are not sold back to the Company. Accordingly, the transfer restriction should not apply if shares of Common Stock are sold on the New York Stock Exchange.

Exchange control regulations in Argentina are subject to change. You should speak with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting in the RSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Securities Law Information. The offer of RSUs is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth).

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Austria

Addendum A-3

of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms.

Belgium

There are no country-specific provisions.

Brazil

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Bulgaria

Canada

Settlement of RSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, RSUs will be settled in shares of Common Stock only, not cash.

Addendum A-4

Labor Law Acknowledgment. Sections 6 and 7(i) of the Agreement apply, except as explicitly and minimally required under applicable legislation.

Termination of Employment. This provision replaces the second paragraph of Section 2(i)(v) of the Agreement:

Except as explicitly and minimally required under applicable legislation or this Agreement, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable laws (including, but not limited to, statute, contract, common/civil law or otherwise). For greater certainty, unless otherwise provided under this Agreement, you will not earn, or be entitled to earn, any pro-rated vesting of the RSUs or other benefits under or participation in the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting, benefits, or other participation.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, your right to vest in the RSUs or otherwise participate in or benefit from the RSUs under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period. For clarity, you will not earn or be entitled to pro-rated vesting or other benefits or participation if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits, or other participation. For further clarity, any reference to a termination or cessation of your employment or continued service; a termination or cessation of any employee-employer relationship or service relationship between you and the Company, the Employer and/or any subsidiary or affiliate of the Company; or any other date of termination under this Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.

Subject to applicable legislation, if the date you is no longer actually providing services cannot be reasonably determined under the terms of this Agreement or the Plan, the Committee shall have exclusive discretion to determine when you are no longer providing services for purposes of the RSUs (including whether you may still be considered employed or actively providing services while on a leave of absence).

The following provision applies if you are resident in Quebec:

Data Privacy. This provision supplements the Data Privacy Consent provision above in this Addendum A:

Addendum A-5

advisors. You further authorize the Company and its subsidiaries to record such information and to keep such information in your employee file. You acknowledge and agree that your personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. Finally, you acknowledge and authorize the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

Chile

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Exchange Control Information. You are responsible for complying with foreign exchange requirements in Chile. You should consult with your personal legal advisor regarding any applicable exchange control obligations prior to vesting in the RSUs or receiving proceeds from the sale of shares of Common Stock acquired at vesting or cash dividends.

China

Addendum A-6

Award Conditioned on Satisfaction of Regulatory Obligations. Settlement of the RSUs is conditioned on the Company’s completion of a registration of the Plan with SAFE and on the continued effectiveness of such registration (the “SAFE Registration Requirement”). If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock subject to the RSUs for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any RSUs which have vested in cash paid through local payroll in an amount equal to the market value of the shares of Common Stock subject to the vested RSUs less any withholding obligation for Tax-Related Items.

Sales of Shares of Common Stock. To comply with exchange control regulations in China, irrespective of any provision in the Agreement to the contrary and any applicable post-vesting restrictions (including any post-vesting holding period that may apply to the underlying shares of the Common Stock), you agree that the Company is authorized to force the sale of shares of Common Stock to be issued to you upon vesting and settlement of the RSUs at any time (including immediately upon vesting or after termination of your employment, as described below), and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sales occur. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of Common Stock (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations, including, but not limited to, the restrictions set forth in this Addendum A for China below under “Exchange Control Information.” Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds realized upon sale may be more or less than the market value of the shares of Common Stock on the date that the Award is settled (which typically is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Treatment of RSUs Upon Transfer of Employment. Notwithstanding provisions to the contrary in this

Addendum A-7

Agreement, to facilitate compliance with exchange control requirements if you transfer employment or residency into the People's Republic of China ("PRC") after the Award Date, and/or are subject to exchange control regulations in the PRC imposed by the State Administration of Foreign Exchange (as determined by the Company), the Company may, in its sole discretion, cancel any unvested RSUs upon transfer into the PRC and grant to you a cash-settled Stock Unit or another cash-settled Award of equivalent value, as determined by the Company. The Company does not need your consent to effectuate such replacement, and such replacement shall not be deemed to materially adversely affect your rights relating to the Award for purposes of Section 20 of this Agreement. To the extent applicable, any replacement of unvested RSUs with a deferred cash award shall be in accordance with Section 409A.

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you are required to hold any shares of Common Stock to be issued to you upon vesting and settlement of the RSUs in the account that has been established for you with the Company’s designated broker and you acknowledge that you are prohibited from transferring any such shares of Common Stock to another brokerage account. In addition, you are required to immediately repatriate to China the cash proceeds from the sale of the shares of Common Stock issued upon vesting and settlement of the RSUs and any dividends paid on such shares of Common Stock. You further understand that such repatriation of the cash proceeds will be effectuated through a special exchange control account established by the Company or its subsidiaries, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The Company may deliver the proceeds to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Common Stock trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that you receive may be more or less than the market value of the Common Stock on the sale/payment date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Colombia

Labor Law Policy and Acknowledgement. By accepting your Award, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the RSUs and any payments you receive pursuant to the RSUs are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, the RSUs and related benefits do not constitute a component of “salary” for any legal purpose, including for purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions, or any other outstanding employment-related amounts, subject to the limitations provided in Law 1393/2010.

Addendum A-8

Exchange Control Information. You are responsible for complying with any and all Colombian foreign exchange restrictions, approvals and reporting requirements in connection with the RSUs and any shares of Common Stock acquired or funds received under the Plan. All payments for your investment originating in Colombia (and the liquidation of such investments) must be transferred through the Colombian foreign exchange market (e.g., local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio). Alternatively, such payments may be channeled through a compensation account, provided that the account is duly registered and that you submit the required monthly report to the Central Bank (Banco de la República) in accordance with applicable regulations. You should obtain proper legal advice to ensure compliance with applicable Colombian regulations.

Czech Republic

Denmark

Finland

There are no country-specific provisions.

France

Language Acknowledgement

By accepting your RSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

French-Qualified RSUs

Addendum A-9

Certain events may affect the status of the RSUs as French-Qualified RSUs or the underlying shares of Common Stock, and the French-Qualified RSUs or the underlying shares of Common Stock may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the French-Qualified RSUs or of the underlying shares of Common Stock.

Capitalized terms not defined herein, in the Agreement or in the Plan shall have the meanings ascribed to them in the French Sub-Plan.

Settlement. Notwithstanding provision to the contrary in the Agreement, French-Qualified RSUs may not be settled in cash.

Termination Due to Death. The following provision replaces Section 2(c)(iv) of the Agreement:

Restrictions on Vesting, Sale or Transfer of Shares of Common Stock. The following supplements Section 2 of the Agreement:

(a)Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(b)Minimum Mandatory Holding Period. You may not sell or transfer any shares of Common Stock issued at vesting until the second anniversary of the Award Date, or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

Germany

Exchange Control Information. Cross-border payments in excess of €50,000 (the “Threshold”) must be reported

Addendum A-10

to the German Federal Bank (Bundesbank). The Employer will report certain information related to the RSUs, as required to comply with this obligation. If you otherwise receive a payment in excess of the Threshold (e.g., if you sell shares of Common Stock via a foreign broker, bank or service provider or receive cash dividends and receive proceeds in excess of the Threshold) and/or if the Company withholds shares of Common Stock to recover taxes with a value in excess of the Threshold, you must report the payment and/or the value of the shares withheld or sold to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Greece

There are no country-specific provisions.

Hong Kong

Securities Law Information. Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, including this Addendum A, or the Plan, or any other incidental communication materials, you should obtain independent professional advice. The RSUs and any shares of Common Stock issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries. The Agreement, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary and may not be distributed to any other person.

Hungary

There are no country-specific provisions.

India

Ireland

Acknowledgement of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the

Addendum A-11

Agreement:

In accepting this Agreement, you understand and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Israel

Italy

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and RSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Insider Trading/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); Section 23 (Imposition of Other Requirements); and Section 24 (Other Representations).

Japan

Addendum A-12

Korea

Mexico

Política Laboral y Reconocimiento/Aceptación. Aceptando este Premio, el participante reconoce que la Compañía, with offices at Route 206 & Province Line Road, Princeton, New Jersey 08543, U.S.A., es el único responsable de la administración del Plan y que la participación del Participante en el mismo y la adquisicion de acciones no constituye de ninguna manera una relación laboral entre el Participante y la Compañía, toda vez que la participación del participante en el Plan deriva únicamente de una relación comercial con la Compañía, reconociendo expresamente que su Empleador (“BMS Mexico”) es su único patrón, no es la Compañía en los Estados Unidos. Derivado de lo anterior, el participante expresamente reconoce que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre el participante y su empleador, BMS`-México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por BMS-México, y expresamente el participante reconoce que cualquier modificación el Plan o la terminación del mismo de manera alguna podrá ser

Addendum A-13

interpretada como una modificación de los condiciones de trabajo del participante.

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Peru

Securities Law Information. The grant of RSUs is considered a private offering in Peru; therefore, it is not subject to registration.

Labor Law Acknowledgement. The following provision supplements Section 6 and 7 of the Agreement:

By accepting this Award pursuant to this Agreement, you acknowledge that the RSUs are being granted ex gratia to you with the purpose of rewarding you.

Poland

You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting/exchange control duties.

Portugal

Addendum A-14

Puerto Rico

There are no country-specific provisions.

Romania

Saudi Arabia

Singapore

Director Notification Requirement. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time. If you are the Chief Executive Officer of the Singapore subsidiary of the Company, these requirements may also apply to you.

Spain

Labor Law Acknowledgment. This provision supplements Sections 2(g), 6 and 7 of the Agreement:

Addendum A-15

By accepting the RSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.

Sweden

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-16

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 4 of the Agreement, by accepting the RSUs, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.

Switzerland

Taiwan

Thailand

Türkiye

Exchange Control Information. In certain circumstances, Turkish residents are permitted to sell shares traded

Addendum A-17

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the Agreement:

United Kingdom

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-18

Addendum A-19

Section 431 Election for U.K. Participants

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 One Part Election

1. Between

2. Purpose of Election

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities: All securities to be acquired by Employee pursuant to the RSUs granted on

under the terms of the Bristol-Myers Squibb

Company 2021 Stock Award and Incentive Plan.

Description of securities: Shares of common stock

Name of issuer of securities: Bristol-Myers Squibb Company

to be acquired by the Employee after under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Addendum A-20

4. Extent of Application

This election disapplies to

S.431(1) ITEPA: All restrictions attaching to the securities

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

The Employee acknowledges that, by clicking on the “ACCEPT” box, the Employee agrees to be bound by the terms of this election.

OR:

The Employee acknowledges that, by signing this election, the Employee agrees to be bound by the terms of this election.

……………………………………….………… …./…./……….
Signature (Employee) Date

……………………………………….………… …./…./………
Signature (for and on behalf of the Company) Date

………………………….………………………
Position in company

Addendum A-21

Addendum B

Limited Application of Restrictive
Covenants in Certain States, Territories and Related Notices

(c) Colorado. If I am hired to primarily perform services for the Company in Colorado or am a Colorado resident, then Section 3(c)(iv)of the Agreement applies only to the extent necessary to protect the Company’s or the Company’s Affiliates’ trade secrets, and only if my annualized cash compensation prior to the termination of my employment with the Company was equivalent to or greater than sixty percent (60%) of the threshold amount for highly compensated workers defined under Colorado Revised Statute § 8-2-113.

Addendum B-1

Addendum B-2

Notice For Employees Who Are Employed in or Residents of DC and Colorado Only

For Employees Located in the District of Columbia:

Addendum B-3

EXHIBIT 10e

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Restricted Stock Units Award

1.NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of RSUs			[Number]
Award Date			[Date Award Granted]
Vesting Schedule			The RSUs will vest on the schedule below, subject to your continuous employment with the Company and/or its subsidiaries through the applicable vesting date (the “Vesting Date”). Upon the termination of your employment with the Company and its subsidiaries, unless expressly provided otherwise in Section 2, all remaining unvested RSUs shall be immediately forfeited. [Second Anniversary of Award Date] [# of Shares]
Post-Vest Holding Period			One-year period commencing on the date that shares of Common Stock (as that term is defined below), if any, are delivered to you in respect of vested RSUs.

Two-Year Cliff RSU Agreement

2026 RESTRICTED STOCK UNITS AWARD AGREEMENT

1.RESTRICTED STOCK UNITS AWARD

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has approved the grant of your Award as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash.

As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries for the entire Restricted Period (as that term is defined below) or such lesser period as the Committee shall determine in its sole discretion, and no RSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (Non-Competition and Non-Solicitation Agreement) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, and the Post-Vest Holding Period, as described in the Notice of Grant, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration. By accepting this Award, you agree that this Award constitutes adequate consideration (in addition to other consideration received) for your Mutual Arbitration Agreement.

2.RESTRICTIONS, FORFEITURES, AND SETTLEMENT

Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested such that there are no longer any RSUs that may become potentially vested (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company for the entire Restricted Period as described herein, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, your Award shall vest pursuant to the Vesting Schedule specified in the Notice of Grant, provided that all shares of Common Stock delivered in respect of vested RSUs (net of any shares withheld or sold for taxes) in accordance with Section 2(b) shall be subject to the Post-Vest Holding Period, and during such Post-Vest Holding Period, you may not Transfer (as defined below) any of the shares of Common Stock delivered to you in respect of the vested RSUs. Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested RSUs, and you can still forfeit vested RSUs and delivered shares of Common Stock as set forth herein.

(a)Nontransferability. Except as permitted under Section 11(b) of the Plan, (i) during the Restricted Period and any further period prior to settlement of your RSUs, you may not, directly or indirectly, offer, sell, transfer, pledge, assign, or otherwise transfer or dispose of (each, a “Transfer”) any of the RSUs or your rights relating thereto, and (ii) during the Post-Vest Holding Period, you may not Transfer any rights relating to the vested RSUs, including the shares of Common Stock delivered in respect of the vested RSUs. If you Transfer, or attempt to Transfer, your rights under this Agreement in violation of the provisions herein, the Company’s obligation to settle RSUs, deliver the shares of Common Stock, or otherwise make payments pursuant to the RSUs shall terminate.

(b)Time of Settlement. RSUs that are not forfeited shall be settled after the applicable Vesting Date for such RSUs, or, if earlier, after a separation from service that provides for vesting of all or a portion of the unvested RSUs under this Section 2, but in any event within 60 days after the earlier of such dates to occur, by delivery of one share of Common Stock for each RSU being settled, or, at the discretion of the Company, the cash equivalent thereof.

No dividend or dividend equivalents will be paid, accrued, or accumulated in respect of any period following vesting during which settlement was delayed. Settlement of RSUs that directly or indirectly result from adjustments to RSUs shall occur at the time of settlement of, and subject to the restrictions and conditions that apply to, the granted RSUs including the Post-Vest Holding Period. Settlement of cash amounts that directly or indirectly result from adjustments to RSUs shall be included as part of your regular payroll payment as soon as administratively practicable after the settlement date for, and subject to the restrictions and conditions that apply to, the granted RSUs including the Post-Vest Holding Period. Until shares of Common Stock are delivered to you in settlement of vested RSUs, you shall have none of the rights of a stockholder of the Company with respect to such shares, including the right to vote the shares and receive actual dividends and other distributions on such shares. Shares of Common Stock that may be delivered in settlement of RSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company, subject to any restrictions and conditions set forth herein that apply to the shares of Common Stock delivered in respect of vested RSUs, including the Post-Vest Holding Period.

(c)If Retirement-Eligible; Death.

(i)Retirement. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under Section 2(x)(i) of the Plan, which requires that you are at least age 65, Section 2(x)(ii) of the Plan, which requires that you are at least age 55 with at least 10 years of service, or Section 2(x)(iii) of the Plan, which requires that you meet the “Rule of 70”), you shall be deemed vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted, and all shares of Common Stock delivered in settlement of any RSUs vested pursuant to this Section 2(c)(i) shall be subject to the Post-Vest Holding Period commencing on the date that the shares are delivered to you. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are only eligible for Retirement pursuant to Section 2(x)(iii) of the Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the pro rata vesting described in this Section 2(c)(i) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your Retirement, any RSUs that have not been deemed vested under this Section 2(c)(i) will be canceled and forfeited.

(ii)Death. In the event of your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, your estate or legal heirs, as applicable, shall be deemed fully vested, as of the date of your death, in (i.e., the Restricted Period shall expire with respect to) all RSUs granted, and all shares of Common Stock delivered in settlement of any RSUs vested pursuant to this Section 2(c)(ii) shall not be subject to the Post-Vest Holding Period. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

(d)Termination by Company If Not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested, as of the date that you incur a termination, in (i.e., the Restricted Period shall expire with respect to) a Prorated Portion of RSUs granted, provided that all shares of Common Stock delivered in settlement of any RSUs vested pursuant to this Section 2(d) shall be subject to the Post-Vest Holding Period commencing on the date that the shares are delivered to you. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof.

If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs that have not been deemed vested under this Section 2(d) will be canceled and forfeited.

(e)Disability. In the event you become Disabled (as that term is defined below), for purposes of the RSUs, you will not be deemed to have terminated employment for the period during which, under the applicable Disability pay plan of the Company or a subsidiary of the Company, you are deemed to be employed and continue to receive Disability payments. However, no period of continued Disability shall continue beyond 29 months for purposes of the RSUs, at which time you will be considered to have separated from service in accordance with applicable laws as more fully provided for herein (except as may be modified by reason of the application of Section 2(i) below, the earlier of (A) the date that payments to you cease under all disability pay plans of the Company and its subsidiaries and (B) the date that the 29-month period expires, being referred to herein as the “Disability End Date”). Upon the Disability End Date, (i) if you return to employment status, you will not be deemed to have terminated employment, and (ii) if you do not return to employment status or are considered to have separated from service as noted above, you will be deemed to have terminated employment on the Disability End Date and the Restricted Period shall end on such date, with such termination treated for purposes of the RSUs as a Retirement or death

(as detailed in Section 2(c) herein) or a voluntary or other termination (each as detailed in Section 2(g) herein) based on your circumstances at the time of such termination.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event (i) your employment is terminated (A) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan) (including a Retirement under Section 2(x)(iii) of the Plan) or (B) due to Retirement under Section 2(x)(i) or (ii) of the Plan (whether by the Company or voluntarily), which Retirement under Section 2(x)(i) or (ii) of the Plan does not constitute a Qualifying Termination, and (ii) in the case of either clause (A) or (B) of this Section 2(f), such termination occurs during the Protected Period (as defined in Section 9(a) of the Plan) following a Change in Control (as defined in Section 9(b) of the Plan) and prior to the Vesting Date, as of the date of your termination, you shall be deemed fully vested in all RSUs granted, and all shares of Common Stock delivered in settlement of any RSUs vested pursuant to this Section 2(f) shall not be subject to the Post-Vest Holding Period. The timing of the settlement of your Award shall be governed by Section 2(b) hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.

(g)Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time), your Award shall be subject to the rescission, forfeiture, remedy, and other provisions of Section 2(k) (Rescission, Forfeiture, and Other Remedies). Further, in the event of any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested RSUs on the date of termination, and you shall have no right to settlement of any portion of such RSUs.

(h)Special Distribution Rules To Comply with Code Section 409A. The RSUs granted pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code (the “Code”) or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Any payments under the Agreement that may be excluded from Code Section 409A as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. If your RSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your RSUs will be subject to applicable limitations under Code Section 409A; specifically, the RSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement: Settlement of the RSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to

the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h).

(i)Other Terms.

(i)In the event that you fail to promptly pay or make satisfactory arrangements as to the Tax-Related Items as provided in Section 4, all unvested RSUs shall be forfeited by you, and all shares of Common Stock acquired upon settlement of your RSUs that are subject to the Post-Vest Holding Period (or an equivalent number of other shares) shall be immediately delivered to the Company, including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and shall be deemed to be reacquired by the Company.

(ii)You may, at any time prior to the expiration of the Restricted Period, waive all rights with respect to all or some of the RSUs by delivering to the Company a written notice of such waiver.

(v)In the event of termination of your employment (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided in this Agreement, your right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your RSUs (including whether you may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, employment during only a portion of the

Restricted Period, but where your employment has terminated prior to a Vesting Date, will not entitle you to vest in a pro rata portion of the RSUs, unless otherwise provided in this Agreement.

(j)The following events shall not be deemed a termination of employment:

(i)A transfer of you from the Company to a subsidiary of the Company, or vice versa, or from one subsidiary of the Company to another; and

(ii)A leave of absence from which you return to active service, such leave being for any purpose approved by the Company or a subsidiary of the Company in writing.

Any failure to return to active service with the Company or a subsidiary of the Company at the end of an approved leave of absence as described herein shall be deemed a voluntary termination of employment effective on the date the approved leave of absence ends, subject to applicable law, and any RSUs that are unvested as of the date your employment terminates shall be forfeited (provided that all shares of Common Stock delivered in settlement of any previously vested RSUs shall continue to be subject to the Post-Vest Holding Period), subject to Sections 2(c)-2(f) hereof. During a leave of absence as referenced in (ii) above, although you will be considered to have been continuously employed by the Company or a subsidiary of the Company and not to have had a termination of employment under this Section 2, subject to applicable law, the Committee may specify that such leave of absence period approved for your personal reasons (and provided for by any applicable law) shall not be counted in determining the period of employment for purposes of the vesting of the RSUs. In such case, the Vesting Date for unvested RSUs shall be extended by the length of any such leave of absence subject to Code Section 409A.

(k)Rescission, Forfeiture, and Other Remedies. Unless prohibited by law, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under Section 2(x)(i), (ii) or (iii) of the Plan) at such time) or if BMS (as defined in Section 3(d)(iii)) determines that you have violated any applicable provisions of Section 3 below in addition to injunctive relief and damages, you agree and covenant that:

(i)any portion of the RSUs not vested or settled shall be immediately rescinded;

provisions of Section 3), upon BMS’s demand, you shall immediately deliver to it a certificate or certificates for shares of Common Stock that you acquired upon settlement of such RSUs (or an equivalent number of other shares of Common Stock, or a cash amount equal to the greater of (1) the value of the shares of Common Stock that you acquired upon settlement of such RSUs, determined as of the settlement date or (2) the proceeds from any sale of such shares of Common Stock), including any shares of Common Stock that may have been withheld or sold to cover withholding obligations for Tax-Related Items, and such shares shall be deemed to be reacquired by the Company; and

(iv)the foregoing remedies set forth in this Section 2(k) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

3.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format, and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives, and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Notwithstanding the foregoing, nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government, law enforcement, or regulatory agency or entity, or to engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

regard to any product, investigational compound, technology, service, or line of business that competes with any product, investigational compound, technology, service, or line of business with which you worked or about which you became familiar as a result of your employment with BMS. Actively connected does not include application for other employment with a Competitive Business;

(d)Definitions. For purposes of this Agreement, the following definitions shall apply:

(iii)“BMS” means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

(e)Severability. You acknowledge and agree that the period and scope of restriction imposed upon you by this Section 3 are fair and reasonable and are reasonably required for the

protection of BMS. In case any one or more of the provisions contained in Section 3 of this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and Section 3 of this Agreement shall nevertheless continue to be valid and enforceable as though the invalid provisions were not part of Section 3 of this Agreement. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, illegal, or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area, or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal, or unenforceable term or provision with a term or provision that is valid, legal, and enforceable to the maximum extent permissible under law and that comes closest to expressing the intention of the invalid, illegal, or unenforceable term or provision. You acknowledge and agree that your covenants under Section 3 of this Agreement are ancillary to your employment relationship with BMS but shall be independent of any other contractual relationship between you and BMS. Consequently, the existence of any claim or cause of action that you may have against BMS shall not constitute a defense to the enforcement of Section 3 of this Agreement by BMS nor an excuse for noncompliance with Section 3 of this Agreement.

to ensure adherence to your post-employment obligations under Section 3 of this Agreement and to protect BMS confidential information from improper disclosure.

4.RESPONSIBILITY FOR TAXES

You acknowledge that, regardless of any action taken by the Company, any subsidiary, or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate, and/or the Employer: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the settlement of the RSUs in shares of Common Stock or an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired at settlement, and the receipt of any dividends and (b) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items that require withholding by the Company or the Employer. In this regard, by your acceptance of the RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:

(a)requiring you to make a payment in a form acceptable to the Company; or

(b)withholding from your wages or other cash compensation payable to you; or

(c)irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of Common Stock delivered upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or

(d)irrespective of any Post-Vest Holding Period, withholding in shares of Common Stock to be delivered upon settlement of the RSUs;

provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold shares of Common Stock deliverable in settlement of RSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that may require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have received the full number of shares of Common Stock in respect of the vested RSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Common Stock or pay cash in settlement of the RSUs if you fail to comply with your obligations in connection with the Tax-Related Items.

5.DIVIDENDS AND ADJUSTMENTS

(a)Dividends or dividend equivalents are not paid, accrued, or accumulated on RSUs during the Restricted Period, except as provided in Section 5(b).

6.EFFECT ON OTHER BENEFITS

7.ACKNOWLEDGMENT OF NATURE OF PLAN AND RSUS

By accepting this Award, you acknowledge, understand, and agree that, notwithstanding anything to the contrary:

(c)All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Company;

(e)Your participation in the Plan is voluntary;

(f)The RSUs and the shares of Common Stock in respect of the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)The future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;

(k)Neither the Company, the Employer, nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of Common Stock acquired upon settlement; and

(l)The RSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the RSUs may be subject to recoupment under the Company’s

recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements and the policy for Recoupment of Compensation for Compliance Violations, as each may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards and any other recoupment policies that have or may be adopted or implemented by the Company from time to time (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.

8.NO ADVICE REGARDING GRANT

9.RIGHT TO CONTINUED EMPLOYMENT

10.ADMINISTRATION; UNFUNDED OBLIGATIONS

11.DEEMED ACCEPTANCE

accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be delivered to you in a timely manner, and, once delivered, you waive any right to assert that you have not accepted the terms hereof.

12.AMENDMENT TO PLAN

13.SEVERABILITY AND VALIDITY

14.GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of RSUs and this Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

15.SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and heirs of the respective parties.

16.ELECTRONIC DELIVERY AND ACCEPTANCE

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by

electronic delivery and agree to participate in the Plan through online or electronic systems established and maintained by the Company or a third party designated by the Company.

17.INSIDER TRADING/MARKET ABUSE LAWS

You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs), or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees, and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal advisor on this matter.

18.LANGUAGE

19.COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding any other provisions of the Plan or this Agreement, unless there is an available exemption from any registration, qualification, or other legal requirement applicable to the shares of Common Stock, you understand that the Company will not be obligated to deliver any shares of Common Stock pursuant to the vesting and/or settlement of the RSUs if the delivery of such Common Stock shall constitute a violation by you or the Company of any provision of law or regulation of any governmental authority. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. Any determination by the Company in this regard shall be final, binding, and conclusive.

20.ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

as permitted by Sections 19, 21, and 23 of this Agreement and the provisions of Addendum A, this Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

21.ADDENDUM A

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

24.OTHER REPRESENTATIONS

For the Company

Bristol-Myers Squibb Company

By /s/ Amanda Poole _

Amanda Poole

Chief People Officer

I hereby agree to all the terms, restrictions, and conditions set forth in this Agreement, including, but not limited to, the Post-Vest Holding Period and any post-employment covenants described herein.

Addendum A

BRISTOL-MYERS SQUIBB COMPANY

ADDITIONAL PROVISIONS FOR RSUs IN CERTAIN COUNTRIES

Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Addendum A includes additional provisions that apply if you are residing and/or working in one of the countries listed below. This Addendum A is part of the Agreement.

This Addendum A also includes information of which you should be aware with respect to your participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the RSUs and/or sale of shares of Common Stock. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2026 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your RSUs vest or are settled, or you sell shares of Common Stock delivered in respect of the RSUs.

All Countries

Retirement. The following provision supplements Section 2 of the Agreement:

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable treatment that applies to the RSUs or in the event of your Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2 regarding the treatment of the RSUs in the event of your Retirement shall not be applicable to you.

All Countries Outside the European Union/ European Economic Area/Switzerland/United Kingdom

Data Privacy Consent.

By accepting the Award, you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement by and among,

Addendum A-1

as applicable, the Employer, the Company and its other subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and other subsidiaries and affiliates of the Company hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, employee ID, social security number, passport or other identification number (e.g., resident registration number), tax code, hire date, termination date, termination code, division name, division code, region name, salary grade, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

Argentina

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Addendum A-2

Exchange control regulations in Argentina are subject to change. You should speak with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting in the RSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Securities Law Information. The offer of RSUs is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth).

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

Addendum A-3

Austria

Belgium

There are no country-specific provisions.

Brazil

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Addendum A-4

Bulgaria

Canada

Settlement of RSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, RSUs will be settled in shares of Common Stock only, not cash.

Labor Law Acknowledgment. Sections 6 and 7(i) of the Agreement apply, except as explicitly and minimally required under applicable legislation.

Termination of Employment. This provision replaces the second paragraph of Section 2(i)(v) of the Agreement:

Except as explicitly and minimally required under applicable legislation or this Agreement, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable laws (including, but not limited to, statute, contract, common/civil law or otherwise). For greater certainty, unless otherwise provided under this Agreement, you will not earn, or be entitled to earn, any pro-rated vesting of the RSUs or other benefits under or participation in the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting, benefits, or other participation.

Addendum A-5

rated vesting or other benefits or participation if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits, or other participation. For further clarity, any reference to a termination or cessation of your employment or continued service; a termination or cessation of any employee-employer relationship or service relationship between you and the Company, the Employer and/or any subsidiary or affiliate of the Company; or any other date of termination under this Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.

Subject to applicable legislation, if the date you is no longer actually providing services cannot be reasonably determined under the terms of this Agreement or the Plan, the Committee shall have exclusive discretion to determine when you are no longer providing services for purposes of the RSUs (including whether you may still be considered employed or actively providing services while on a leave of absence).

The following provision applies if you are resident in Quebec:

Data Privacy. This provision supplements the Data Privacy Consent provision above in this Addendum A:

Chile

Labor Law Policy and Acknowledgement. This provision supplements Sections 6 and 7 of the Agreement:

Addendum A-6

registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given the RSUs are not registered in Chile, the Company is not required to provide information about the RSUs or shares of Common Stock in Chile. Unless the RSUs and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Exchange Control Information. You are responsible for complying with foreign exchange requirements in Chile. You should consult with your personal legal advisor regarding any applicable exchange control obligations prior to vesting in the RSUs or receiving proceeds from the sale of shares of Common Stock acquired at vesting or cash dividends.

China

Addendum A-7

your employment, as described below), and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sales occur. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale of Common Stock (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations, including, but not limited to, the restrictions set forth in this Addendum A for China below under “Exchange Control Information.” Due to fluctuations in the Common Stock price and/or applicable exchange rates between the date that the Award is settled and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds realized upon sale may be more or less than the market value of the shares of Common Stock on the date that the Award is settled (which typically is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the Common Stock price and/or any applicable exchange rate.

Treatment of RSUs Upon Transfer of Employment. Notwithstanding provisions to the contrary in this Agreement, to facilitate compliance with exchange control requirements if you transfer employment or residency into the People's Republic of China ("PRC") after the Award Date, and/or are subject to exchange control regulations in the PRC imposed by the State Administration of Foreign Exchange (as determined by the Company), the Company may, in its sole discretion, cancel any unvested RSUs upon transfer into the PRC and grant to you a cash-settled Stock Unit or another cash-settled Award of equivalent value, as determined by the

Addendum A-8

Company. The Company does not need your consent to effectuate such replacement, and such replacement shall not be deemed to materially adversely affect your rights relating to the Award for purposes of Section 20 of this Agreement. To the extent applicable, any replacement of unvested RSUs with a deferred cash award shall be in accordance with Section 409A.

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you are required to hold any shares of Common Stock to be issued to you upon vesting and settlement of the RSUs in the account that has been established for you with the Company’s designated broker and you acknowledge that you are prohibited from transferring any such shares of Common Stock to another brokerage account. In addition, you are required to immediately repatriate to China the cash proceeds from the sale of the shares of Common Stock issued upon vesting and settlement of the RSUs and any dividends paid on such shares of Common Stock. You further understand that such repatriation of the cash proceeds will be effectuated through a special exchange control account established by the Company or its subsidiaries, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The Company may deliver the proceeds to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Common Stock trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that you receive may be more or less than the market value of the Common Stock on the sale/payment date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Colombia

Labor Law Policy and Acknowledgement. By accepting your Award, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the RSUs and any payments you receive pursuant to the RSUs are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, the RSUs and related benefits do not constitute a component of “salary” for any legal purpose, including for purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions, or any other outstanding employment-related amounts, subject to the limitations provided in Law 1393/2010.

Addendum A-9

Czech Republic

Denmark

Finland

There are no country-specific provisions.

France

Language Acknowledgement

By accepting your RSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

French-Qualified RSUs

Addendum A-10

Capitalized terms not defined herein, in the Agreement or in the Plan shall have the meanings ascribed to them in the French Sub-Plan.

Settlement. Notwithstanding provision to the contrary in the Agreement, French-Qualified RSUs may not be settled in cash.

Termination Due to Death. The following provision replaces Section 2(c)(iv) of the Agreement:

Restrictions on Vesting, Sale or Transfer of Shares of Common Stock. The following supplements Section 2 of the Agreement:

(a)Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

(b)Minimum Mandatory Holding Period. You may not sell or transfer any shares of Common Stock issued at vesting until the second anniversary of the Award Date, or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

Addendum A-11

Germany

Exchange Control Information. Cross-border payments in excess of €50,000 (the “Threshold”) must be reported to the German Federal Bank (Bundesbank). The Employer will report certain information related to the RSUs, as required to comply with this obligation. If you otherwise receive a payment in excess of the Threshold (e.g., if you sell shares of Common Stock via a foreign broker, bank or service provider or receive cash dividends and receive proceeds in excess of the Threshold) and/or if the Company withholds shares of Common Stock to recover taxes with a value in excess of the Threshold, you must report the payment and/or the value of the shares withheld or sold to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Greece

There are no country-specific provisions.

Hong Kong

Securities Law Information. Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Agreement, including this Addendum A, or the Plan, or any other incidental communication materials, you should obtain independent professional advice. The RSUs and any shares of Common Stock issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries. The Agreement, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary and may not be distributed to any other person.

Hungary

There are no country-specific provisions.

Addendum A-12

India

Ireland

Acknowledgement of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the Agreement:

In accepting this Agreement, you understand and agree that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.

Israel

Addendum A-13

Italy

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: Section 4 (Responsibility for Taxes); Section 7 (Acknowledgement of Nature of Plan and RSUs); Section 8 (No Advice Regarding Grant); Section 9 (Right to Continued Employment); Section 11 (Deemed Acceptance); Section 13 (Severability and Validity); Section 14 (Governing Law, Jurisdiction and Venue); Section 16 (Electronic Delivery and Acceptance); Section 17 (Insider Trading/Market Abuse Laws); Section 18 (Language); Section 19 (Compliance with Laws and Regulations); Section 20 (Entire Agreement and No Oral Modification or Waiver); Section 21 (Addendum A); Section 22 (Foreign Asset/Account Reporting Requirements and Exchange Controls); Section 23 (Imposition of Other Requirements); and Section 24 (Other Representations).

Japan

Korea

Mexico

Addendum A-14

shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your Employer (“BMS-Mexico”) is your sole employer, not the Company in the United States. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, BMS-Mexico, and do not form part of the employment conditions and/or benefits provided by BMS-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

Política Laboral y Reconocimiento/Aceptación. Aceptando este Premio, el participante reconoce que la Compañía, with offices at Route 206 & Province Line Road, Princeton, New Jersey 08543, U.S.A., es el único responsable de la administración del Plan y que la participación del Participante en el mismo y la adquisicion de acciones no constituye de ninguna manera una relación laboral entre el Participante y la Compañía, toda vez que la participación del participante en el Plan deriva únicamente de una relación comercial con la Compañía, reconociendo expresamente que su Empleador (“BMS Mexico”) es su único patrón, no es la Compañía en los Estados Unidos. Derivado de lo anterior, el participante expresamente reconoce que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre el participante y su empleador, BMS`-México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por BMS-México, y expresamente el participante reconoce que cualquier modificación el Plan o la terminación del mismo de manera alguna podrá ser interpretada como una modificación de los condiciones de trabajo del participante.

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Addendum A-15

Peru

Securities Law Information. The grant of RSUs is considered a private offering in Peru; therefore, it is not subject to registration.

Labor Law Acknowledgement. The following provision supplements Section 6 and 7 of the Agreement:

By accepting this Award pursuant to this Agreement, you acknowledge that the RSUs are being granted ex gratia to you with the purpose of rewarding you.

Poland

You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting/exchange control duties.

Portugal

Puerto Rico

There are no country-specific provisions.

Romania

Addendum A-16

Saudi Arabia

Singapore

Director Notification Requirement. If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time. If you are the Chief Executive Officer of the Singapore subsidiary of the Company, these requirements may also apply to you.

Spain

Labor Law Acknowledgment. This provision supplements Sections 2(g), 6 and 7 of the Agreement:

By accepting the RSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.

Addendum A-17

Sweden

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 4 of the Agreement, by accepting the RSUs, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.

Addendum A-18

Switzerland

Taiwan

Thailand

Türkiye

Addendum A-19

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Sections 6 and 7 of the Agreement:

United Kingdom

Responsibility for Taxes. This provision supplements Section 4 of the Agreement:

Addendum A-20

appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement.

Addendum A-21

Section 431 Election for U.K. Participants

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 One Part Election

1. Between

2. Purpose of Election

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities: All securities to be acquired by Employee pursuant to the RSUs granted on under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

Description of securities: Shares of common stock

Name of issuer of securities: Bristol-Myers Squibb Company

to be acquired by the Employee after under the terms of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan.

4. Extent of Application

Addendum A-22

This election disapplies to

S.431(1) ITEPA: All restrictions attaching to the securities

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

The Employee acknowledges that, by clicking on the “ACCEPT” box, the Employee agrees to be bound by the terms of this election.

OR:

The Employee acknowledges that, by signing this election, the Employee agrees to be bound by the terms of this election.

……………………………………….………… …./…./……….
Signature (Employee) Date

……………………………………….………… …./…./………
Signature (for and on behalf of the Company) Date

………………………….………………………
Position in company

Addendum A-23

Addendum B

Limited Application of Restrictive
Covenants in Certain States, Territories and Related Notices

(g) North Dakota. If I am hired to primarily perform services for the Company in North Dakota, Section 3(c)(iv) of the Agreement does not apply to me after my last day of employment

Addendum B-1

with the Company. Nothing in this Agreement shall be enforceable to the extent doing so would violate North Dakota Century Code § 9-08-06.

Addendum B-2

Notice For Employees Who Are Employed in or Residents of DC and Colorado Only

For Employees Located in the District of Columbia:

Addendum B-3

EXHIBIT 10f

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2026 Restricted Stock Units Award

1.NOTICE OF GRANT


Name of Grantee (“Grantee,” “you,” or “your”)			[Name]
Number of RSUs			[Number]
Award Date			[Date Award Granted]
Vesting Schedule			The RSUs will vest on the schedule below, subject to your continuous employment with the Company and/or its subsidiaries through the applicable vesting date (the “Vesting Date”). Upon the termination of your employment with the Company and its subsidiaries, unless expressly provided otherwise in Section 2, all remaining unvested RSUs shall be immediately forfeited. [First Anniversary of Award Date] [# of Shares]
Post-Vest Holding Period			Two-year period commencing on the date that shares of Common Stock (as that term is defined below), if any, are delivered to you in respect of vested RSUs.

One-Year Cliff RSU Agreement