10-Q

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, 2025

☐ 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<br>incorporation or organization)	(I.R.S Employer<br><br>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
1.000% Notes due 2025	BMY25	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	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 17, 2025, there were 2,035,080,810 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

March 31, 2025

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	27
Item 3.
Quantitative and Qualitative Disclosure About Market Risk	44
Item 4.
Controls and Procedures	44
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings	44
Item 1A.
Risk Factors	44
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5.
Other Information	45
Item 6.
Exhibits	46
Summary of Abbreviated Terms	47
Signatures	48

* 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.

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,
	2025		2024
Net product sales	$	10,886	$	11,559
Alliance and other revenues	315		306
Total Revenues	11,201		11,865
Cost of products sold(a)	3,033		2,932
Selling, general and administrative	1,584		2,367
Research and development	2,257		2,695
Acquired IPRD	188		12,949
Amortization of acquired intangible assets	830		2,357
Other (income)/expense, net	339		81
Total Expenses	8,230		23,381
Earnings/(Loss) before income taxes	2,971		(11,516)
Income tax provision	509		392
Net earnings/(loss)	2,462		(11,908)
Noncontrolling interest	6		3
Net earnings/(loss) attributable to BMS	$	2,456	$	(11,911)
Earnings/(Loss) per common share:
Basic	$	1.21	$	(5.89)
Diluted	1.20		(5.89)

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Dollars in millions

(UNAUDITED)

	Three Months Ended March 31,
	2025		2024
Net earnings/(loss)	$	2,462	$	(11,908)
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	(215)		191
Pension and postretirement benefits	1		13
Marketable debt securities	1		(2)
Foreign currency translation	28		(56)
Total other comprehensive income/(loss)	(185)		146
Comprehensive income/(loss)	2,277		(11,762)
Comprehensive income attributable to noncontrolling interest	6		3
Comprehensive income/(loss) attributable to BMS	$	2,271	$	(11,765)

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,<br>2025		December 31,<br>2024
Current assets:
Cash and cash equivalents	$	10,875	$	10,346
Marketable debt securities	907		513
Receivables	10,801		10,747
Inventories	2,666		2,557
Other current assets	5,534		5,617
Total Current assets	30,783		29,780
Property, plant and equipment	7,213		7,136
Goodwill	21,737		21,719
Other intangible assets	22,486		23,307
Deferred income taxes	3,997		4,236
Marketable debt securities	344		320
Other non-current assets	5,866		6,105
Total Assets	$	92,427	$	92,603
LIABILITIES
Current liabilities:
Short-term debt obligations	$	3,554	$	2,046
Accounts payable	4,002		3,602
Other current liabilities	16,514		18,126
Total Current liabilities	24,070		23,774
Deferred income taxes	276		369
Long-term debt	46,157		47,603
Other non-current liabilities	4,477		4,469
Total Liabilities	74,979		76,215
Commitments and Contingencies
EQUITY
BMS Shareholders’ equity:
Preferred stock	—		—
Common stock	292		292
Capital in excess of par value of stock	46,011		46,024
Accumulated other comprehensive loss	(1,424)		(1,238)
Retained earnings	16,106		14,912
Less cost of treasury stock	(43,597)		(43,655)
Total BMS Shareholders’ equity	17,389		16,335
Noncontrolling interest	59		53
Total Equity	17,448		16,388
Total Liabilities and Equity	$	92,427	$	92,603

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,
	2025		2024
Cash Flows From Operating Activities:
Net earnings/(loss)	$	2,462	$	(11,908)
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net	1,012		2,532
Deferred income taxes	223		(711)
Stock-based compensation	144		133
Divestiture gains and royalties	(292)		(280)
Acquired IPRD	188		12,949
Equity investment (gains)/losses, net	78		(102)
Other adjustments	10		23
Changes in operating assets and liabilities:
Receivables	15		479
Inventories	(169)		(218)
Accounts payable	(85)		300
Rebates and discounts	(627)		(665)
Income taxes payable	54		910
Other	(1,059)		(608)
Net cash provided by operating activities	1,954		2,834
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities	220		747
Purchase of marketable debt securities	(636)		(274)
Proceeds from sales of equity investments	12		5
Capital expenditures	(260)		(284)
Divestiture and other proceeds	243		241
Acquisition and other payments, net of cash acquired	(78)		(20,053)
Net cash used in investing activities	(499)		(19,618)
Cash Flows From Financing Activities:
Proceeds from issuance of short-term debt obligations	—		2,987
Other short-term financing obligations, net	368		83
Proceeds from issuance of long-term debt	—		12,883
Dividends	(1,258)		(1,212)
Stock option proceeds and other, net	(103)		(97)
Net cash (used in)/provided by financing activities	(993)		14,644
Effect of exchange rates on cash, cash equivalents and restricted cash	66		(45)
Increase/(decrease) in cash, cash equivalents and restricted cash	528		(2,185)
Cash, cash equivalents and restricted cash at beginning of period	10,347		11,519
Cash, cash equivalents and restricted cash at end of period	$	10,875	$	9,334

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, 2025 and December 31, 2024 and the results of operations and cash flows for the three months ended March 31, 2025 and 2024. 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, 2024 included in the 2024 Form 10-K. Note that the financial statement line item "Marketing, Selling and Administrative" included in the 2024 Form 10-K was changed to "Selling, General and Administrative" in this Quarterly Report on Form 10-Q, and such nomenclature will be used by the Company going forward. No changes were made to the corresponding definition. 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 our 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	2025		2024
Research(a)	$	314	$	384
Drug Development(b)	1,081		1,083
Other(c)	861		1,228
Research and development	$	2,257	$	2,695

(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, acquisition-related 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 Issued Accounting Standards Not Yet Adopted

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.

Income Taxes

In December 2023, the FASB issued amended guidance on income tax disclosures. The guidance is intended to provide additional disaggregation to the effective income tax rate reconciliation and income tax payment disclosures. The amended guidance is effective for annual periods beginning after December 15, 2024.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:

	Three Months Ended March 31,
Dollars in millions	2025		2024
Net product sales	$	10,886	$	11,559
Alliance revenues	88		134
Other revenues	227		172
Total Revenues	$	11,201	$	11,865

The following table summarizes GTN adjustments:

	Three Months Ended March 31,
Dollars in millions	2025		2024
Gross product sales	$	19,874	$	19,295
GTN adjustments(a)
Charge-backs and cash discounts	(2,958)		(2,556)
Medicaid and Medicare rebates	(3,840)		(3,084)
Other rebates, returns, discounts and adjustments	(2,190)		(2,096)
Total GTN adjustments(b)	(8,988)		(7,736)
Net product sales	$	10,886	$	11,559

(a) Includes reductions to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $289 million and $80 million for the three months ended March 31, 2025 and 2024, respectively.

(b) Includes U.S. GTN adjustments of $8.2 billion and $6.9 billion for the three months ended March 31, 2025 and 2024, respectively.

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

	Three Months Ended March 31,
Dollars in millions	2025		2024
Growth Portfolio
Opdivo	$	2,265	$	2,078
Opdivo Qvantig	9		—
Orencia	770		798
Yervoy	624		583
Reblozyl	478		354
Opdualag	252		206
Breyanzi	263		107
Camzyos	159		84
Zeposia	107		110
Abecma	103		82
Sotyktu	55		44
Krazati	48		21
Cobenfy	27		—
Other Growth products(a)	403		325
Total Growth Portfolio	5,563		4,792
Legacy Portfolio
Eliquis	3,565		3,720
Revlimid	936		1,669
Pomalyst/Imnovid	658		865
Sprycel	175		374
Abraxane	105		217
Other Legacy products(b)	199		228
Total Legacy Portfolio	5,638		7,073
Total Revenues	$	11,201	$	11,865
United States	$	7,873	$	8,476
International(c)	3,110		3,190
Other(d)	218		199
Total Revenues	$	11,201	$	11,865

(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

(b) Includes other mature brands.

(d) Other revenues include alliance-related revenues for products not sold by BMS's regional commercial organizations.

Revenue recognized from performance obligations satisfied in prior periods was $444 million and $182 million for the three months ended March 31, 2025 and 2024, 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	2025		2024
Revenues from alliances:
Net product sales	$	3,635	$	3,762
Alliance revenues	88		134
Total alliance revenues	$	3,723	$	3,896
Payments to/(from) alliance partners:
Cost of products sold	$	1,788	$	1,825
Selling, general and administrative	(65)		(79)
Research and development	77		54
Acquired IPRD	—		800
Other (income)/expense, net	(12)		(12)
Dollars in millions	March 31,<br>2025		December 31,<br>2024
---	---	---	---	---
Selected alliance balance sheet information:
Receivables – from alliance partners	$	170	$	221
Accounts payable – to alliance partners	1,762		1,578
Deferred income – from alliances(a)	217		222

(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 2024 Form 10-K. Significant developments and updates related to alliances during the three months ended March 31, 2025 and 2024 are set forth below.

SystImmune

BMS and SystImmune are parties to a global strategic collaboration for the co-development and co-commercialization of izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based antibody drug conjugate, which is currently being evaluated in a Phase I clinical trial for metastatic or unresectable NSCLC and is also in development for breast cancer and other tumor types. BMS paid an upfront fee of $800 million, which was included in Acquired IPRD during the three months ended March 31, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones.

The parties will jointly develop and commercialize iza-bren in the U.S. and share in the profits and losses. SystImmune will be responsible for the development, commercialization, and manufacturing in Mainland China and will be responsible for manufacturing certain drug supplies for outside of Mainland China, where BMS will receive a royalty on net sales. BMS will be responsible for the development and commercialization in the rest of the world, where SystImmune will receive a royalty on net sales.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Asset Acquisition

Karuna

On March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Cobenfy (xanomeline and trospium chloride), formerly KarXT. Cobenfy is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, which was approved by the FDA on September 26, 2024 for the treatment of schizophrenia in adults. Cobenfy is being studied across multiple neuropsychiatric conditions.

BMS acquired all of the issued and outstanding shares of Karuna's common stock for $330.00 per share in an all-cash transaction for total consideration of $14.0 billion, or $12.9 billion net of cash acquired. The acquisition was funded primarily with debt proceeds (see "—Note 10. Financing Arrangements" for further detail). The transaction was accounted for as an asset acquisition since Cobenfy represented substantially all of the fair value of the gross assets acquired. As a result, $12.1 billion was expensed to Acquired IPRD during the three months ended March 31, 2024. Total consideration also included $1.1 billion of vested equity awards and $289 million of unvested equity awards that were paid during the second quarter of 2024.

The following summarizes the total consideration transferred and allocated:

Dollars in millions
Cash consideration for outstanding shares	$	12,606
Cash consideration for equity awards	1,421
Consideration paid	14,027
Less: Charge for unvested stock awards(a)	(289)
Transaction costs	55
Total consideration allocated	$	13,793

(a) Includes cash-settled unvested equity awards of $130 million expensed in Selling, general and administrative and $159 million expensed in Research and development during the three months ended March 31, 2024.

Business Combinations

RayzeBio

On February 26, 2024, BMS acquired RayzeBio, a clinical-stage RPT company with actinium-based RPTs for solid tumors. The acquisition provided BMS with rights to RayzeBio’s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors.

BMS acquired all of the issued and outstanding shares of RayzeBio's common stock for $62.50 per share in an all-cash transaction for total consideration of $4.1 billion, or $3.6 billion net of cash acquired. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	3,851
Cash consideration for equity awards	296
Consideration paid	4,147
Less: Unvested stock awards(a)	(274)
Total consideration allocated	$	3,873

(a) Includes cash settlement for unvested equity awards of $159 million expensed in Selling, general and administrative and $115 million expensed in Research and development during the three months ended March 31, 2024.

The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The majority of the purchase price was allocated to indefinite-lived IPRD and R&D technology.

Mirati

On January 23, 2024, BMS acquired Mirati, a commercial stage targeted oncology company, obtaining the rights to commercialize lung cancer medicine Krazati, and to further develop several clinical assets, including a PRMT5 Inhibitor. Krazati, a KRASG12Cinhibitor, is FDA and EMA approved for second-line NSCLC and in clinical development with a PD-1 inhibitor for first-line NSCLC. It is also FDA approved for advanced or metastatic KRASG12C mutated colorectal cancer with cetuximab. In addition, the PRMT5 Inhibitor is a potential first-in-class MTA-cooperative PRMT5 inhibitor, which is advancing to the next stage of development.

BMS acquired all of the issued and outstanding shares of Mirati's common stock for $58.00 per share in an all-cash transaction for total consideration of $4.8 billion, or $4.1 billion net of cash acquired. Mirati stockholders also received one non-tradeable CVR for each share of Mirati common stock held, potentially worth $12.00 per share in cash for a total value of approximately $1.0 billion. The payout of the CVR is subject to the FDA acceptance of an NDA for PRMT5 Inhibitor for the treatment of specific indications within seven years of the closing of the transaction. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	4,596
Cash consideration for equity awards	205
Consideration paid	4,801
Plus: Fair value of CVRs	248
Less: unvested stock awards(a)	(114)
Total consideration allocated	$	4,935

(a) Includes cash settlement of unvested equity awards of $60 million expensed in Selling, general and administrative and $54 million expensed in Research and development during three months ended March 31, 2024.

The results of operations and cash flows for Karuna, RayzeBio and Mirati were included in the consolidated financial statements commencing on their respective acquisition dates and were not material. Historical financial results of the acquired entities were not significant.

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	2025		2024		2025		2024		2025		2024
Diabetes business - royalties	$	276	$	231	$	—	$	—	$	(272)	$	(271)
Mature products and other	10		—		(9)		—		—		—
Total	$	286	$	231	$	(9)	$	—	$	(272)	$	(271)

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS receives royalty payments of 14% in 2025 and 15% in 2024 based on net sales. Payments will be received on sales through 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	2025		2024
Keytruda* royalties	$	(151)	$	(133)
Tecentriq* royalties	(12)		(12)
Contingent milestone income	(40)		—
Amortization of deferred income	(12)		(12)
Other royalties and licensing income	(43)		(4)
Royalty and licensing income	$	(259)	$	(161)

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 paid ongoing royalties on global sales of Keytruda* of 6.5% through December 31, 2023 and is obligated to pay 2.5% 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

2seventy bio

On March 10, 2025, BMS entered into a definitive merger agreement to acquire 2seventy bio, which will provide BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. Upon closing, BMS will acquire all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of approximately $286 million, or $100 million net of estimated cash acquired. The transaction is expected to close in the second quarter of 2025 subject to customary closing conditions.

BioArctic

In February 2025, BMS obtained a global exclusive license from BioArctic for its PyroGlutamate-amyloid-beta antibody program, including BAN1503 and BAN2803, of which the latter includes BioArctic’s BrainTransporterTM technology and is being studied for the treatment of Alzheimer's Disease. BMS is responsible for development and commercialization worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. BioArctic has the option to co-commercialize in Denmark, Finland, Iceland, Norway, and Sweden. The transaction included an upfront payment of $100 million, which was included in Acquired IPRD for the three months ended March 31, 2025. BioArctic is eligible to receive contingent development, regulatory and sales-based milestones of up to $1.3 billion, as well as royalties on global net sales.

Note 5. OTHER (INCOME)/EXPENSE, NET

	Three Months Ended March 31,
Dollars in millions	2025		2024
Interest expense	$	494	$	425
Royalty income - divestitures (Note 4)	(272)		(271)
Royalty and licensing income (Note 4)	(259)		(161)
Provision for restructuring (Note 6)	133		220
Investment income	(138)		(183)
Integration expenses (Note 6)	41		71
Litigation and other settlements	257		2
Acquisition expense	2		49
Equity investment (gain)/losses, net (Note 9)	78		(102)
Other	3		31
Other (income)/expense, net	$	339	$	81

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 our commercial operating model, and (iii) establishing a more responsive manufacturing network. In 2025, BMS expanded the scope of activities supporting these key priorities. As a result, total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.2 billion incurred to date. The remaining charges consist primarily of employee termination costs and site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

Celgene and Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the acquisitions of Celgene (2019), Mirati (2024), RayzeBio (2024) and Karuna (2024). For these plans, the remaining charges of approximately $200 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	2025		2024
2023 Restructuring Plan	$	143	$	68
Celgene and Other Acquisition Plans	47		244
Total charges	$	190	$	312
Employee termination costs	$	132	$	217
Other termination costs	1		3
Provision for restructuring	133		220
Integration expenses	41		71
Accelerated depreciation	15		14
Asset impairments	8		2
Other shutdown costs, net	(7)		5
Total charges	$	190	$	312
Cost of products sold	$	2	$	14
Selling, general and administrative	1		6
Research and development	21		1
Other (income)/expense, net	166		291
Total charges	$	190	$	312

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

	Three Months Ended March 31,
Dollars in millions	2025		2024
Beginning balance	$	297	$	188
Provision for restructuring	133		220
Payments	(145)		(97)
Foreign currency translation and other	3		(2)
Ending balance	$	288	$	309

Note 7. INCOME TAXES

	Three Months Ended March 31,
Dollars in millions	2025			2024
Earnings/(Loss) before income taxes	$	2,971		$	(11,516)
Income tax provision	509			392
Effective tax rate	17.1		%	(3.4)		%

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 effective tax rate for the three months ended March 31, 2025 was primarily impacted by jurisdictional earnings mix and certain discrete adjustments. The effective tax rate for the three months ended March 31, 2024 includes the impact of a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna.

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 legislation code.

During the three months ended March 31, 2025 and 2024, income tax payments were $235 million and $187 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 the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.

It is reasonably possible that the amount of unrecognized tax benefits as of March 31, 2025 could decrease in the range of approximately $300 million to $340 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.

It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. 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	2025		2024
Net earnings/(loss) attributable to BMS	$	2,456	$	(11,911)
Weighted-average common shares outstanding – basic	2,031		2,023
Incremental shares attributable to share-based compensation plans	9		—
Weighted-average common shares outstanding – diluted	2,040		2,023
Earnings/(Loss) per common share
Basic	$	1.21	$	(5.89)
Diluted	1.20		(5.89)

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, 2025 and was 46 million for the three months ended March 31, 2024.

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, 2025						December 31, 2024
Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents
Money market and other securities	$	—	$	6,800	$	—	$	—	$	6,559	$	—
Marketable debt securities
Certificates of deposit	—		709		—		—		308		—
Corporate debt securities	—		542		—		—		486		—
U.S. Treasury securities	—		—		—		—		39		—
Derivative assets	—		305		—				750		—
Equity investments	242		31		—		247		42		—
Derivative liabilities	—		113		—		—		247		—
Contingent consideration liability
Contingent value rights(a)	2		—		256		2		—		256

(a) Includes the fair value of contingent value rights associated with the Mirati acquisition as further described in "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements." The fair value of the 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 2024 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, 2025 and December 31, 2024.

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, 2025, and five years as of December 31, 2024.

Equity Investments

The following summarizes the carrying amount of equity investments:

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Equity investments with RDFV	$	273	$	289
Equity investments without RDFV	809		863
Limited partnerships and other equity method investments	604		598
Total equity investments	$	1,686	$	1,750

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	2025		2024
Equity investments with RDFV
Net (gain)/loss recognized	$	5	$	(86)
Less: net (gain)/loss recognized on investments sold	4		2
Net unrealized (gain)/loss recognized on investments still held	1		(88)
Equity investments without RDFV
Upward adjustments	—		(10)
Net realized (gain)/loss recognized on investments sold	19		—
Impairments and downward adjustments	45		25
Limited partnerships and other equity method investments
Equity in net (income)/loss of affiliates	9		(31)
Total equity investment (gains)/losses	$	78	$	(102)

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, 2025 were $218 million and $140 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 exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign 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 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). As of March 31, 2025, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax gains of $45 million into Cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.8 billion for the euro contracts and $1.1 billion for Japanese yen contracts as of March 31, 2025.

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 $1.2 billion as of March 31, 2025.

In January 2024, BMS entered into forward interest rate contracts of a total notional value of $5.0 billion to hedge future interest rate risk associated with the unsecured senior notes issued in February 2024. The forward interest rate contracts were designated as cash flow hedges and terminated upon the issuance of the unsecured senior notes. The $131 million gain on the transaction was included in Other Comprehensive Income/(Loss) and is amortized as a reduction to interest expense over the term of the related debt. Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.

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, 2025 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 euro of $345 million as of March 31, 2025. Foreign currency forward contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of March 31, 2025, the notional amount for these contracts was zero.

During the three months ended March 31, 2025, the amortization of gains related to the portion of our 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 a reduction to interest expense over the remaining term of the debt.

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, 2025								December 31, 2024
	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	$	5,774	$	222	$	1,428	$	(37)	$	6,428	$	424	$	43	$	—
Cross-currency swap contracts	584		25		626		(4)		584		26		626		(30)
Designated as net investment hedges
Foreign currency exchange contracts	—		—		—		—		185		17		—		—
Cross-currency swap contracts	308		17		399		(20)		361		23		346		(7)
Designated as fair value hedges
Interest rate swap contracts	3,600		31		955		(8)		1,500		10		1,955		(20)
Not designated as hedges
Foreign currency exchange contracts	1,629		10		2,461		(23)		5,749		250		5,243		(173)
Total return swap contracts(c)	$	—	$	—	$	434	$	(21)	$	—	$	—	$	443	$	(17)

(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 (gain)/loss recognized on hedges:

	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign exchange contracts	$	(26)	$	16	$	(45)	$	(13)
Cross-currency swap contracts	—		(50)		—		29
Interest rate swap contracts	—		(1)		—		3
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	2025		2024
Derivatives designated as cash flow hedges
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	$	(216)	$	139
Reclassified to Cost of products sold	(26)		(45)
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	24		(16)
Reclassified to Other (income)/expense, net	(48)		31
Forward interest rate contract gain/(loss):
Recognized in Other comprehensive income/(loss)	—		131
Reclassified to Other (income)/expense, net	(1)		(1)
Derivatives designated as net investment hedges
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	(18)		27
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	(63)		23

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Non-U.S. short-term financing obligations	$	205	$	218
Current portion of Long-term debt	3,349		1,828
Short-term debt obligations	$	3,554	$	2,046

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. The maximum amount of commercial paper that may be issued under BMS's commercial paper program was reduced in January 2025 from $7.0 billion as of December 31, 2024 to $5.0 billion.

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

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Principal value	$	48,986	$	48,937
Adjustments to principal value:
Fair value of interest rate swap contracts	23		(10)
Unamortized basis adjustment from swap terminations	68		71
Unamortized bond discounts and issuance costs	(382)		(390)
Unamortized purchase price adjustments of Celgene debt	811		823
Total	$	49,506	$	49,431
Current portion of Long-term debt	$	3,349	$	1,828
Long-term debt	46,157		47,603
Total	$	49,506	$	49,431

The fair value of Long-term debt, including the current portion, was $46.0 billion as of March 31, 2025 and $45.3 billion as of December 31, 2024 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, 2024, BMS issued an aggregate principal amount of $13.0 billion of senior unsecured notes ("2024 Senior Unsecured Notes"), with proceeds, net of discount and loan issuance costs, of $12.9 billion. The Company used the net proceeds from this offering to partially fund the acquisitions of RayzeBio and Karuna (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes.

Interest payments were $624 million and $308 million for the three months ended March 31, 2025 and 2024, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of March 31, 2025, BMS had a five-year $5.0 billion revolving credit facility expiring in January 2030, extendable annually by one year with the consent of the lenders. In February 2024, we entered into a $2.0 billion 364-day revolving credit facility, which expired in January 2025. The facilities provide for customary terms and conditions with no financial covenants and are used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under the revolving credit facilities as of March 31, 2025 and December 31, 2024.

Note 11. RECEIVABLES

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Trade receivables	$	9,932	$	9,957
Less charge-backs and cash discounts	(824)		(900)
Less allowance for expected credit loss	(45)		(45)
Net trade receivables	9,063		9,012
Alliance, royalties, VAT and other	1,738		1,735
Receivables	$	10,801	$	10,747

Non-U.S. receivables sold on a nonrecourse basis were $75 million and $229 million for the three months ended March 31, 2025 and 2024, respectively. Receivables from the three largest customers in the U.S. represented 72% and 74% of total trade receivables as of March 31, 2025 and December 31, 2024, respectively.

Note 12. INVENTORIES

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Finished goods	$	1,257	$	1,257
Work in process	2,768		2,549
Raw and packaging materials	320		320
Total inventories	$	4,345	$	4,126
Inventories	$	2,666	$	2,557
Other non-current assets	1,679		1,569

Note 13. PROPERTY, PLANT AND EQUIPMENT

Dollars in millions	March 31,<br>2025		December 31,<br>2024
Land	$	161	$	161
Buildings	6,640		6,581
Machinery, equipment and fixtures	3,867		3,818
Construction in progress	1,656		1,525
Gross property, plant and equipment	12,324		12,085
Less accumulated depreciation	(5,111)		(4,949)
Property, plant and equipment	$	7,213	$	7,136

Depreciation expense was $165 million and $155 million for the three months ended March 31, 2025 and 2024, 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, 2024	$	21,719
Currency translation and other adjustments	18
Balance at March 31, 2025	$	21,737

Other Intangible Assets

Other intangible assets consisted of the following:

	Estimated<br>Useful Lives		March 31, 2025									December 31, 2024
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		$	(358)		$	1,622		$	1,980		$	(275)		$	1,705
Acquired marketed product rights	3 – 17 years		61,896			(49,406)			12,490			61,876			(48,659)			13,217
Capitalized software	3 – 10 years		1,522			(1,133)			389			1,499			(1,099)			400
IPRD			7,985			—			7,985			7,985			—			7,985
Total			$	73,383		$	(50,897)		$	22,486		$	73,340		$	(50,033)		$	23,307

Amortization expense of Other intangible assets was $863 million and $2.4 billion during the three months ended March 31, 2025 and 2024, respectively.

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION

Dollars in millions	March 31,<br>2025		December 31, 2024
Income taxes	$	3,462	$	3,292
Research and development	844		754
Contract assets	323		385
Other	905		1,186
Other current assets	$	5,534	$	5,617
Dollars in millions	March 31,<br>2025		December 31, 2024
---	---	---	---	---
Equity investments (Note 9)	$	1,686	$	1,736
Operating leases	1,215		1,224
Inventories (Note 12)	1,679		1,569
Pension and postretirement	248		234
Research and development	316		336
Receivables and convertible notes	220		452
Other	502		554
Other non-current assets	$	5,866	$	6,105
Dollars in millions	March 31,<br>2025		December 31, 2024
---	---	---	---	---
Rebates and discounts	$	8,472	$	9,021
Income taxes	1,454		1,514
Employee compensation and benefits	545		1,694
Research and development	1,389		1,366
Dividends	1,262		1,258
Interest	516		572
Royalties	423		477
Operating leases	172		181
Other	2,281		2,043
Other current liabilities	$	16,514	$	18,126
Dollars in millions	March 31,<br>2025		December 31, 2024
---	---	---	---	---
Income taxes	$	1,551	$	1,491
Pension and postretirement	408		400
Operating leases	1,356		1,370
Deferred income	213		230
Deferred compensation	447		456
Contingent value rights (Note 9)	256		256
Other	245		266
Other non-current liabilities	$	4,477	$	4,469

Note 16. EQUITY

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 following table summarizes changes in equity during the three months ended March 31, 2024:

	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, 2023	2,923	$	292	$	45,684	$	(1,546)		$	28,766	902	$	(43,766)	$	55
Net earnings/(loss)	—	—		—		—			(11,911)		—	—		3
Other comprehensive income/(loss)	—	—		—		146			—		—	—		—
Cash dividends declared $0.60 per share	—	—		—		—			(1,215)		—	—		—
Stock compensation	—	—		(29)		—			—		(6)	69		—
Balance at March 31, 2024	2,923	$	292	$	45,655	$	(1,400)		$	15,640	896	$	(43,697)	$	58

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

	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)	$	(191)	$	37	$	(154)	$	254	$	(47)	$	207
Reclassified to net earnings(a)	(77)		16		(61)		(15)		(1)		(16)
Derivatives qualifying as cash flow hedges	(268)		53		(215)		239		(48)		191
Pension and postretirement benefits
Actuarial gains/(losses)	—		—		—		(6)		1		(5)
Amortization(b)	2		(1)		1		2		—		2
Settlements(b)	—		—		—		19		(3)		16
Pension and postretirement benefits	2		(1)		1		15		(2)		13
Marketable debt securities
Unrealized gains/(losses)	1		—		1		(2)		—		(2)
Foreign currency translation	9		19		28		(44)		(12)		(56)
Other comprehensive income/(loss)	$	(256)	$	71	$	(185)	$	208	$	(62)	$	146

(a)Included in 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,<br>2025		December 31,<br>2024
Derivatives qualifying as cash flow hedges	$	161	$	376
Pension and postretirement benefits	(647)		(648)
Marketable debt securities	2		2
Foreign currency translation(a)	(940)		(968)
Accumulated other comprehensive loss	$	(1,424)	$	(1,238)

(a)Includes net investment hedge gains of $148 million and $210 million as of March 31, 2025 and December 31, 2024, respectively.

Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

	Three Months Ended March 31,
Dollars in millions	2025		2024
Cost of products sold	$	15	$	14
Selling, general and administrative	56		53
Research and development	72		66
Total stock-based compensation expense	$	144	$	133
Income tax benefit(a)	$	30	$	28

(a) Income tax benefit excludes excess tax (deficiencies)/benefits from share-based compensation awards that were vested or exercised of $4 million and $(17) million for the three months ended March 31, 2025, and 2024, respectively.

The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2025 were as follows:

Units in millions	Units	Weighted-Average Fair Value
Restricted stock units	11.6	$	57.19
Market share units	1.1	$	71.38
Performance share units	0.5	$	62.72		Dollars in millions	Restricted Stock Units	Market Share Units	Performance Share Units
---	---	---	---	---	---	---
Unrecognized compensation cost	$	1,281	$	124	$	92
Expected weighted-average period in years of compensation cost to be recognized	3.0		2.5		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.

We are vigorously defending against the legal proceedings in which we are named as defendants and we believe we have 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, we do 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 our 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 - 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 been concluded in: Belgium, Bulgaria, Croatia, Czech Republic, France, Denmark, Finland, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

Trials or preliminary proceedings on the merits have been held in: Czech Republic, Finland, France, Ireland, Netherlands, Norway, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK. To date BMS has obtained decisions in the following countries:

•BMS obtained a final negative decision in the UK, and generics are now on the market in this country.

•BMS obtained final positive decisions in Norway, Sweden, and Switzerland.

•BMS obtained initial negative decisions in Finland, Ireland, and Slovakia. In Finland and Slovakia, appeals are pending. In Ireland, the appeals court remanded the case to the lower court for rehearing.

•BMS obtained initial positive decisions in the Czech Republic, France, and Netherlands, and appeals are pending in all three countries.

•In Spain, the Barcelona Commercial Court found the composition-of-matter patent for Eliquis and its associated SPC invalid. BMS appealed, and the Barcelona Court of Appeal overturned the decision. The generic products that launched at risk after the Barcelona Commercial Court were either enjoined or removed from the market as a result of the Barcelona Court of Appeal ruling. An appeal is pending before the Supreme Court.

•In Finland, generics have entered the market while proceedings are pending. In Portugal, BMS obtained preliminary injunctions against two generic companies, but one generic company remains on the market while proceedings are pending.

Generic manufacturers may seek to market generic versions of Eliquis in additional countries in Europe prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving Eliquis patents being filed in various countries in Europe.

Pomalyst - U.S.

In December 2024, Celgene received a Notice Letter from Cipla USA, Inc. (“Cipla”) notifying Celgene that Cipla had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Cipla in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. No trial date has been scheduled.

Zeposia - U.S.

In October 2021, Actelion Pharmaceuticals LTD and Actelion Pharmaceuticals US, INC (“Actelion”) filed a complaint for patent infringement in the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the “’867 Patent”). The complaint alleged that the sale of Zeposia infringes certain claims of the ’867 Patent and Actelion is seeking damages. In March 2025, the parties reached a settlement agreement to resolve this matter and the case has been dismissed.

In May and June 2024, BMS received Notice Letters from Synthon BV (“Synthon”) and Apotex Inc. (“Apotex”), respectively, each notifying BMS that it has filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Zeposia in the U.S. and challenging a polymorph patent listed in the Orange Book for Zeposia but not the composition of matter patent. In response, BMS filed patent infringement actions against Synthon and Apotex in the U.S. District Court for the District of Delaware. In September 2024, the district court consolidated the Synthon and Apotex actions and trial is scheduled for February 2027.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* - Hawaii

BMS and certain Sanofi entities are defendants in a consumer protection action brought by the attorney general of Hawaii relating to the labeling, sales and/or promotion of Plavix*. In February 2021, a Hawaii state court judge issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. In March 2023, the Hawaii Supreme Court reversed in part and affirmed in part the trial court decision, vacating the penalty award and remanding the case for a new trial and penalty determination. Following a new trial, in May 2024, the trial court issued a new decision against Sanofi and BMS, imposing penalties in the total amount of $916 million, with $458 million attributed to BMS. Sanofi and BMS have appealed the decision.

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.

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 have been consolidated for pre-trial proceedings. Defendants have moved for partial summary judgment in these consolidated actions.

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

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 names the current CVR Agreement Trustee and seeks a judgment that plaintiff is Trustee. In January 2025, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In February 2025, plaintiff filed an amended complaint.

Former Celgene stockholders have filed complaints in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of the securities laws relating to the joint proxy statement. Those cases have been consolidated into a single case. In March 2023, the Court granted BMS’s motion to dismiss the complaint in its entirety. Certain of the claims were dismissed with prejudice. The remaining claims were dismissed with leave to file a further amended complaint, which plaintiffs filed in April 2023. In February 2024, the Court granted BMS’s motion to dismiss the amended complaint in its entirety and dismissed the remaining claims with prejudice. Plaintiffs have appealed the dismissal.

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.

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.

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.

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 have sought leave to amend their complaints.

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 $64 million as of March 31, 2025, 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. 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 2024 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 2025, we achieved multiple regulatory approvals across our portfolio including: (i) approval for Opdivo + Yervoy in the EU for the first-line treatment of adult patients with unresectable or advanced hepatocellular carcinoma, (ii) approval for Breyanzi in the EU for adults with relapsed or refractory FL and (iii) approval for Camzyos for the treatment of symptomatic obstructive HCM in Japan. Additionally, in April 2025, we achieved two approvals for Opdivo + Yervoy in the U.S. for the treatment of adults and pediatric patients 12 years and older with unresectable or metastatic microsatellite instability-high (MSI-H) or mismatch repair deficient (dMMR) colorectal cancer and the treatment of adult patients with unresectable or metastatic hepatocellular carcinoma.

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our 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. With respect to the 2025 expansion, 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	2025		2024
Total Revenues	$	11,201	$	11,865
Diluted earnings/(loss) per share
GAAP	$	1.20	$	(5.89)
Non-GAAP	1.80		(4.40)

Revenues decreased by 6% during the first quarter of 2025. Demand increased across the Growth Portfolio and for Eliquis, which was offset by the impact of generics on Revlimid, Sprycel, Abraxane, and Pomalyst. Additionally, total revenues were impacted by the redesign of the U.S. Medicare Part D program, primarily attributed to Eliquis.

The $7.09 increase in GAAP EPS is primarily due to one-time Acquired IPRD charges from the Karuna asset acquisition and SystImmune collaboration in 2024 and the impact of certain specified items, including the cash settlement of unvested stock awards in 2024 resulting from acquisitions and lower amortization of acquired intangible assets, partially offset by lower revenue. After adjusting for specified items, the $6.20 increase in non-GAAP EPS was primarily due to the aforementioned Acquired IPRD charges in 2024 and lower revenue.

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

As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio. These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. The IRA directs (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In August 2024, as part of the first round of government price setting pursuant to 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. In January 2025, the HHS selected Pomalyst as a medicine subject to "negotiation" for government-set prices beginning in 2027. It is possible that more of our products could be selected in future years, 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 addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture. We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes. If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations.

At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.). Some of these state-level actions may also influence federal and other state policies and legislation. Given the current uncertainty surrounding the adoption, timing and implementation of many of these measures, as well as pending litigation challenging such laws, we are unable to predict their full impact on our business. However, such measures could modify or decrease access, coverage, or reimbursement of our products, or result in significant changes to our sales or pricing practices, which could have a material impact on our revenues and results of operations. With respect to the Federal Public Health Service Act drug pricing program, certain states have enacted laws regulating manufacturer pricing obligations under the program to date. Several additional states are considering similar potential legislation or other government actions, and we expect other states may do the same in the future.

The United States and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the recently imposed U.S. tariffs, such exemptions may be terminated or may not apply to any future tariffs. Additionally, pharmaceuticals are not exempt from certain tariffs recently imposed outside of the United States. We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.

Additionally, in connection with the IRA, the following changes have been made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases after December 31, 2022. Furthermore, countries are in the process of enacting changes to their tax laws to implement the agreement by the OECD to establish a global minimum tax. See risk factors on these 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” and “—Changes to tax regulations could negatively impact our earnings” in our 2024 Form 10-K.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2025 as of April 24, 2025:

| Product | Date | Approval | | --- | --- | --- || Opdivo + Yervoy | April 2025 | FDA approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or metastatic HCC. | | --- | --- | --- | | Opdivo + Yervoy | April 2025 | FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients with unresectable or metastatic microsatellite instability-high or mismatch repair deficient CRC. | | Camzyos | March 2025 | Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM. | | Breyanzi | March 2025 | EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy. | | Opdivo + Yervoy | March 2025 | EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC. | | Augtyro | February 2025 | EC approval for Augtyro as a treatment for adult patients with ROS1-positive NSCLC and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors. |

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 2025.

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	2025		2024		% Change		Foreign Exchange(c)
United States	$	7,873	$	8,476	(7)	%	—	%
International(a)	3,110		3,190		(3)	%	(4)	%
Other(b)	218		199		10	%	—	%
Total revenues	$	11,201	$	11,865	(6)	%	(1)	%

(a) Includes Puerto Rico.

(b) Includes royalties and alliance-related revenues for products not sold by our regional commercial organizations.

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

United States

•U.S. revenues decreased 7% during the first quarter of 2025. Demand increased across the Growth Portfolio and Eliquis, which was offset by the impact of generics on Revlimid, Sprycel and Abraxane. Additionally, U.S. revenues were impacted by the redesign of the Medicare Part D program primarily attributed to Eliquis. Average U.S. net selling prices decreased 8% compared to the same period a year ago.

International

•International revenues decreased 3% during the first quarter of 2025, primarily due to foreign exchange impacts. Excluding the impacts of foreign exchange, international revenues increased 2%, primarily due to higher demand for the Growth Portfolio and Eliquis, partially offset by generic erosion within the Legacy Portfolio including Revlimid and Pomalyst.

No single country outside the U.S. contributed more than 10% of total revenues during the first quarter of 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	2025			2024			% Change
Gross product sales	$	19,874		$	19,295		3	%
GTN adjustments
Charge-backs and cash discounts	(2,958)			(2,556)			16	%
Medicaid and Medicare rebates	(3,840)			(3,084)			25	%
Other rebates, returns, discounts and adjustments	(2,190)			(2,096)			4	%
Total GTN adjustments	(8,988)			(7,736)			16	%
Net product sales	$	10,886		$	11,559		(6)	%
GTN adjustments percentage	45		%	40		%	5	%
U.S.	51		%	45		%	6	%
Non-U.S.	21		%	21		%	—	%

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $289 million and $80 million for the three months ended March 31, 2025 and 2024, respectively. The reductions to provisions recognized in 2025 primarily relate to lower than expected Medicaid utilization.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to higher government channel rebates and mix, including the impact of the redesign of the Medicare Part D program, which requires manufacturers to be responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

Product Revenues

	Three Months Ended March 31,
Dollars in millions	2025		2024		% Change
Growth Portfolio
Opdivo	$	2,265	$	2,078	9	%
U.S.	1,332		1,155		15	%
Non-U.S.	933		923		1	%
Opdivo Qvantig	9		—		N/A
U.S.	8		—		N/A
Non-U.S.	—		—		N/A
Orencia	770		798		(4)	%
U.S.	555		572		(3)	%
Non-U.S.	215		226		(5)	%
Yervoy	624		583		7	%
U.S.	394		368		7	%
Non-U.S.	230		215		7	%
Reblozyl	478		354		35	%
U.S.	390		293		33	%
Non-U.S.	89		61		44	%
Opdualag	252		206		23	%
U.S.	228		198		15	%
Non-U.S.	25		8		>200%
Breyanzi	263		107		146	%
U.S.	204		87		133	%
Non-U.S.	60		20		>200%
Camzyos	159		84		89	%
U.S.	126		77		63	%
Non-U.S.	33		7		>200%
Zeposia	107		110		(3)	%
U.S.	61		72		(16)	%
Non-U.S.	46		38		22	%
Abecma	103		82		26	%
U.S.	59		52		13	%
Non-U.S.	45		30		47	%
Sotyktu	55		44		27	%
U.S.	32		34		(5)	%
Non-U.S.	23		10		138	%
Krazati	48		21		125	%
U.S.	44		21		116	%
Non-U.S.	4		—		>200%
Cobenfy	27		—		N/A
U.S.	27		—		N/A
Non-U.S.	—		—		N/A
	Three Months Ended March 31,
---	---	---	---	---	---	---
Dollars in millions	2025		2024		% Change
Growth Portfolio (cont.)
Other Growth Products(a)	403		325		24	%
U.S.	174		154		13	%
Non-U.S.	229		171		34	%
Total Growth Portfolio	$	5,563	$	4,792	16	%
U.S.	3,633		3,083		18	%
Non-U.S.	1,930		1,709		13	%
Legacy Portfolio
Eliquis	$	3,565	$	3,720	(4)	%
U.S.	2,646		2,821		(6)	%
Non-U.S.	919		899		2	%
Revlimid	936		1,669		(44)	%
U.S.	809		1,453		(44)	%
Non-U.S.	127		216		(41)	%
Pomalyst/Imnovid	658		865		(24)	%
U.S.	537		597		(10)	%
Non-U.S.	122		268		(55)	%
Sprycel	175		374		(53)	%
U.S.	126		282		(56)	%
Non-U.S.	49		92		(47)	%
Abraxane	105		217		(52)	%
U.S.	40		145		(72)	%
Non-U.S.	65		72		(10)	%
Other Legacy Products(b)	199		228		(12)	%
U.S.	82		95		(14)	%
Non-U.S.	116		133		(10)	%
Total Legacy Portfolio	$	5,638	$	7,073	(20)	%
U.S.	4,240		5,393		(21)	%
Non-U.S.	1,398		1,680		(17)	%
Total Revenues	$	11,201	$	11,865	(6)	%
U.S.	7,873		8,476		(7)	%
Non-U.S.(c)	3,328		3,389		(2)	%

(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

(b) Includes other mature brands.

Growth Portfolio

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells. It has been approved for several anti-cancer indications including bladder, blood, CRC, head and neck, RCC, HCC, lung, melanoma, MPM, stomach and esophageal cancer. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and various gastric and esophageal cancers.

•U.S. revenues increased 15% during the first quarter of 2025 primarily due to prior year changes in sales channel inventory and timing of customer orders and higher average net selling prices in 2025.

•International revenues increased 1% during the first quarter of 2025 primarily due to higher demand for core indications and additional indication launches, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 7%.

Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) — is a subcutaneously administered PD-1 inhibitor indicated for most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. Opdivo Qvantig was launched in the U.S. and Puerto Rico in January 2025.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA. It has indications for (i) reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate.

•U.S. revenues decreased 3% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand.

•International revenues decreased 5% during the first quarter of 2025 primarily due to foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues decreased 1%.

•BMS is not aware of any Orencia biosimilars on the market in the U.S., EU and Japan. Formulation and additional patents expire in 2026 and beyond.

Yervoy (ipilimumab) — a CTLA4 immune checkpoint inhibitor. Yervoy is a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma. The Opdivo+Yervoy regimen is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and esophageal cancer.

•U.S. revenues increased 7% during the first quarter of 2025 primarily due to higher demand.

•International revenues increased 7% during the first quarter of 2025 primarily due to higher demand as a result of additional indication launches and continued strength in core indications, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 12%.

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

•U.S. revenues increased 33% during the first quarter of 2025 primarily due to higher demand.

•International revenues increased 44% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 5%. Excluding foreign exchange impacts, revenues increased 49%.

Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma.

•U.S. revenues increased 15% during the first quarter of 2025 primarily due to higher demand.

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

•U.S. revenues increased 133% during the first quarter of 2025 primarily due to higher demand enabled by expanded manufacturing capacity, new indication launches and higher average net selling prices.

•International revenues increased by over 200% during the first quarter of 2025 primarily due to higher demand driven by new indication launches.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.

•U.S. revenues increased 63% during the first quarter of 2025, primarily due to higher demand.

Zeposia (ozanimod) — an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults.

•U.S. revenues decreased 16% during the first quarter of 2025 primarily due to lower demand.

•International revenues increased 22% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues increased 26%.

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

•U.S. revenues increased 13% during the first quarter of 2025 primarily due to higher average net selling prices and higher demand, partially offset by increased competition in BCMA targeted therapies.

•International revenues increased 47% during the first quarter of 2025 primarily due to higher demand driven by new launches in Europe, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 54%.

Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy.

•U.S. revenues decreased 5% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand.

Krazati (adagrasib) — a highly selective and potent oral small-molecule inhibitor of the KRASG12C mutation, indicated for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic NSCLC, as determined by an FDA-approved test, who have received at least one prior systemic therapy and, in combination with cetuximab, for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic CRC, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy. Krazati was brought into the BMS portfolio as part of the Mirati acquisition completed in 2024.

•U.S. revenues increased 116% during the first quarter of 2025, primarily due to higher demand.

Cobenfy (xanomeline and trospium chloride) – a combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults. Cobenfy was approved by the FDA in September 2024 and launched in October 2024.

Other growth products — includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

Legacy Portfolio

Eliquis (apixaban) — an oral Factor Xa inhibitor indicated for the reduction in risk of stroke/systemic embolism in NVAF and for the treatment of DVT/PE and reduction in risk of recurrence following initial therapy.

•U.S. revenues decreased 6% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand. Lower average net selling prices in the first quarter of 2025 is driven by the redesign of the Medicare Part D program.

•International revenues increased 2% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 5%.

•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. 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 (lenalidomide) — an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant. Revlimid has received approvals for several indications in hematological malignancies including lymphoma and MDS.

•U.S. revenues decreased 44% during the first quarter of 2025 primarily due to lower demand driven by generic erosion and lower average net selling prices.

•International revenues decreased 41% during the first quarter of 2025 primarily due to lower demand driven by generic erosion and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues decreased 39%.

•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. These licenses will no longer be volume limited beginning on January 31, 2026. In the EU and Japan, generic lenalidomide products have entered the market.

Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.

•U.S. revenues decreased 10% during the first quarter of 2025 primarily due to lower average net selling prices.

•International revenues decreased 55% during the first quarter of 2025 primarily due to generic erosion and foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased 53%.

•Generic pomalidomide products entered the EU market in August 2024 and are expected to enter the U.S market in March 2026.

Sprycel (dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of patients with Philadelphia chromosome-positive CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* (imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.

•U.S. revenues decreased 56% during the first quarter of 2025 primarily due to lower demand driven by generic erosion.

•International revenues decreased 47% during the first quarter of 2025 primarily due to lower demand driven by generic erosion, lower average net selling prices, and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues decreased 43%.

•In the U.S. (September 2024) and EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent for the treatment of non-imatinib-resistant CML has expired.

Abraxane (paclitaxel albumin-bound particles for injectable suspension) — a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.

•U.S. revenues decreased 72% during the first quarter of 2025 primarily due to lower demand driven by generic erosion.

Other legacy products — includes other mature brands.

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 2024 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, 2025, for our U.S. distribution channels, and as of December 31, 2024, 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 85% of total gross sales of U.S. products during the three months ended March 31, 2025. 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, 2025 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	2025		2024		% Change
Cost of products sold(a)	$	3,033	$	2,932	3	%
Selling, general and administrative	1,584		2,367		(33)	%
Research and development	2,257		2,695		(16)	%
Acquired IPRD	188		12,949		(99)	%
Amortization of acquired intangible assets	830		2,357		(65)	%
Other (income)/expense, net	339		81		>200%
Total Expenses	$	8,230	$	23,381	(65)	%

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $101 million in the first quarter of 2025 primarily due to product mix.

Selling, General and Administrative

Selling, general and administrative expense decreased by $783 million in the first quarter of 2025, primarily due to the cash settlement of unvested stock awards and other acquisition-related expenses of $372 million in 2024 and impacts of our strategic productivity initiatives in 2025.

Research and Development

Research and development expense decreased by $438 million in the first quarter of 2025, primarily due to the cash settlement of unvested stock awards and other acquisition-related expenses of $348 million in 2024 and impacts of our strategic productivity initiatives in 2025.

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	2025		2024
Karuna asset acquisition (Note 4)	$	—	$	12,122
SystImmune upfront fee (Note 3)	—		800
BioArctic upfront fee (Note 4)	100		—
Evotec designation and opt-in license fees	83		25
Other	5		2
Acquired IPRD	$	188	$	12,949

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $1.5 billion in the first quarter of 2025 primarily due to the lower amortization expense related to Revlimid. The Revlimid acquired marketed product right was fully amortized in the fourth quarter of 2024.

Other (Income)/Expense, Net

Other (income)/expense, net changed by $258 million as discussed below.

	Three Months Ended March 31,
Dollars in millions	2025		2024
Interest expense	$	494	$	425
Royalty income - divestitures	(272)		(271)
Royalty and licensing income	(259)		(161)
Provision for restructuring	133		220
Investment income	(138)		(183)
Integration expenses	41		71
Litigation and other settlements	257		2
Acquisition expenses	2		49
Equity investment (gain)/losses	78		(102)
Other	3		31
Other (income)/expense, net	$	339	$	81

•Interest expense increased in the first quarter of 2025 due to additional borrowings issued in 2024. Refer to "Item 1. Financial Statements—Note 10. Financing Arrangements" for further information.

•Royalty income increased in the first quarter of 2025 primarily due to contingent milestones and higher royalties. BMS will receive royalty payments associated with its divested diabetes business through December 31, 2025. Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information.

•Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including the plans discussed further in "Item 1. Financial Statements—Note 6. Restructuring".

•Investment income decreased in the first quarter of 2025 due to lower interest rates and cash balances.

•Litigation and other settlements includes amounts related to pricing, sales and promotional practices disputes. Refer to "Item 1. Financial Statements— Note 18. Legal Proceedings and Contingencies" for further information.

•Acquisition expenses primarily includes investment banking and professional advisory fees.

•Equity investments generated losses in 2025 compared to gains in 2024. Losses recognized in the first quarter of 2025 were primarily related to equity investments without a readily determinable fair value. 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	2025			2024
Earnings/(Loss) before income taxes	$	2,971		$	(11,516)
Income tax provision	509			392
Effective tax rate	17.1		%	(3.4)		%
Impact of specified items	(2.1)		%	(5.6)		%
Effective tax rate excluding specified items	15.1		%	(9.0)		%

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) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) stock compensation resulting from acquisition-related equity awards, (viii) pension, legal and other contractual settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), and (x) 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. We also provide 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 measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on April 24, 2025 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	2025		2024
Inventory purchase price accounting adjustments	$	13	$	8
Site exit and other costs	2		14
Cost of products sold	14		22
Acquisition related charges(a)	—		372
Site exit and other costs	1		6
Selling, general and administrative	1		378
Acquisition related charges(a)	—		348
Site exit and other costs	21		1
Research and development	21		349
Amortization of acquired intangible assets	830		2,357
Interest expense(b)	(12)		(13)
Provision for restructuring	133		220
Integration expenses	41		71
Litigation and other settlements	246		—
Acquisition expenses	2		49
Equity investment (gain)/losses	77		(102)
Other	2		10
Other (income)/expense, net	489		235
Increase to pretax income	1,356		3,341
Income taxes on items above	(143)		(340)
Increase to net earnings	$	1,212	$	3,001

(a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.

(b) Includes amortization of purchase price adjustments to Celgene debt.

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

	Three Months Ended March 31,
Dollars in millions, except per share data	2025		2024
Net earnings/(loss) attributable to BMS
GAAP	$	2,456	$	(11,911)
Specified items	1,212		3,001
Non-GAAP	$	3,668	$	(8,910)
Weighted-average common shares outstanding – diluted	2,040		2,023
Diluted earnings/(loss) per share attributable to BMS
GAAP	$	1.20	$	(5.89)
Specified items	0.59		1.49
Non-GAAP	$	1.80	$	(4.40)

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:

Dollars in Millions	March 31,<br>2025		December 31,<br>2024
Cash and cash equivalents	$	10,875	$	10,346
Marketable debt securities – current	907		513
Marketable debt securities – non-current	344		320
Total cash, cash equivalents and marketable debt securities	12,126		11,179
Short-term debt obligations	(3,554)		(2,046)
Long-term debt	(46,157)		(47,603)
Net debt position	$	(37,584)	$	(38,470)

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, 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 first quarter of 2025, our net debt position decreased by $886 million primarily driven by cash provided by operations of $2.0 billion, partially offset by dividend payments of $1.3 billion.

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

As of December 31, 2024, we had a five-year $5.0 billion revolving credit facility expiring in January 2030, which is extendable annually by one year with the consent of the lenders. Additionally, in February 2024, we entered into a $2.0 billion 364-day revolving credit facility, which expired in January 2025. The facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under any revolving credit facility as of March 31, 2025 and December 31, 2024.

Dividend payments were $1.3 billion during the three months ended March 31, 2025. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

Cash Flows

The following is a discussion of cash flow activities:

	Three Months Ended March 31,
Dollars in millions	2025		2024
Cash flow provided by/(used in):
Operating activities	$	1,954	$	2,834
Investing activities	(499)		(19,618)
Financing activities	(993)		14,644

Operating Activities

The $880 million decrease in cash provided by operating activities compared to 2024, was primarily due to higher U.S. GTN payments, partially offset by customer collections.

Investing Activities

The $19.1 billion change in cash used in investing activities compared to 2024 was due to higher acquisition-related payments of $20.0 billion in 2024, partially offset by lower net proceeds from marketable debt securities of $889 million.

Financing Activities

The $15.6 billion change in cash provided by financing activities compared to 2024 was primarily due to net debt borrowings of $15.6 billion in 2024 to fund our acquisitions.

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 2025 as of April 24, 2025:

| Product | Indication | Date | Developments | | --- | --- | --- | --- || Augtyro | NSCLC and Solid Tumor | February 2025 | Announced EC approval of Augtyro as a treatment for ROS1 TKI-naïve and –pre-treated adult patients with ROS1-positive advanced NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with advanced solid tumors expressing a NTRK gene fusion, and who have received a prior NTRK inhibitor, or have not received a prior NTRK inhibitor and treatment options not targeting NTRK provided limited clinical benefit, or have been exhausted. The approval is based on results from the TRIDENT-1 and CARE trials. | | --- | --- | --- | --- || Breyanzi | | FL | | March 2025 | | Announced EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy. This approval is based on results from the global, Phase II TRANSCEND FL study, the largest clinical trial to date to evaluate a CAR-T cell therapy in patients with relapsed or refractory indolent NHL, including FL. | | --- | --- | --- | --- | --- | --- | --- | | | MZL | | February 2025 | | Announced positive topline results from the Phase II TRANSCEND FL trial evaluating Breyanzi in adult patients with relapsed or refractory indolent B-cell NHL, in which the trial met its primary endpoint of overall response rate in the MZL cohort. The trial also met the key secondary endpoint of complete response rate. | || Camzyos | | | nHCM | | | April 2025 | | Announced that the Phase III ODYSSEY-HCM trial evaluating Camzyos for the treatment of adult patients with symptomatic New York Heart Association class II-III nHCM did not meet its dual primary endpoints. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | oHCM | | | April 2025 | | | The FDA updated the U.S. Prescribing Information for Camzyos, simplifying treatment for patients and physicians by reducing the required echo monitoring for eligible patients in the maintenance phase and expanding patient eligibility by reducing contraindications. | | | | | March 2025 | | | Announced that Japan’s Ministry of Health, Labour and Welfare granted manufacturing and marketing approval for Camzyos for the treatment of adults with oHCM. This approval is based on results from the global Phase III EXPLORER-HCM study and the Japan Phase III HORIZON-HCM study. | | | | | | February 2025 | | | In EU, following an opinion from the CHMP of the EMA, Camzyos received a label update to reduce the frequency of required echocardiography monitoring once a patient treated for oHCM is on a stable dose. In addition, the company has an April PDUFA goal date from the FDA in the same setting. | | | | Cobenfy | Schizophrenia | April 2025 | Announced that the Phase III ARISE trial evaluating Cobenfy as an adjunctive treatment to atypical antipsychotics in adults with schizophrenia did not meet the threshold for statistical significance for the primary endpoint. | | --- | --- | --- | --- | | Opdivo | | NSCLC | | March 2025 | Announced that the CHMP of the EMA has recommended approval of Opdivo, in combination with platinum-based chemotherapy as neoadjuvant treatment, followed by Opdivo as monotherapy as adjuvant treatment after surgical resection for the treatment of resectable NSCLC at high risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%. The CHMP adopted a positive opinion based on results from the CheckMate -77T trial, in which the perioperative regimen of neoadjuvant Opdivo with chemotherapy followed by surgery and adjuvant Opdivo monotherapy demonstrated statistically significant and clinically meaningful improvement in event-free survival, the study’s primary endpoint. | | --- | --- | --- | --- | --- | --- | | | February 2025 | | Announced that the results from the Phase III CheckMate -816 study evaluating Opdivo in combination with platinum-doublet chemotherapy as a neoadjuvant treatment for adult patients with resectable NSCLC, showed a statistically significant and clinically meaningful improvement in the key secondary endpoint of overall survival compared to neoadjuvant chemotherapy alone. | | | Product | Indication | Date | Developments | | --- | --- | --- | --- || Opdivo Qvantig | Multiple Indications | March 2025 | Announced that the CHMP of the EMA has recommended approval of Opdivo Qvantig injection for subcutaneous use, in most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. This recommendation is based primarily on results from the Phase III CheckMate -67T trial which demonstrated noninferiority in the co-primary endpoints of Cavgd28 (time-averaged Opdivo serum concentration over 28 days) and Cminss (trough serum concentration at steady state) and consistent efficacy in the secondary endpoint of ORR for the subcutaneous formulation of Opdivo vs. its intravenous formulation. | | --- | --- | --- | --- || Opdivo + Yervoy | | | CRC | | | April 2025 | | Announced FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients 12 years and older with unresectable or metastatic instability-high or mismatch repair deficient CRC. This approval is based on the Phase III CheckMate -8HW trial. This approval, granted more than two months ahead of the June 23, 2025 PDUFA goal date, follows the FDA's prior decision to grant the application Breakthrough Therapy Designation and Priority Review status. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | HCC | | | April 2025 | | | Announced FDA approval of Opdivo + Yervoy as a first-line treatment for adult patients with unresectable or metastatic HCC. This approval is based on the results from the global Phase III CheckMate-9DW trial. | | | | | March 2025 | | | Announced EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC. The approval is based on results from the CheckMate -9DW study, in which the dual immunotherapy treatment led to a statistically significant and clinically meaningful improvement in overall survival, the clinical trial's primary endpoint. | | || Opdualag | Melanoma | February 2025 | Announced that the Phase III RELATIVITY-098 trial evaluating Opdualag for the adjuvant treatment of patients with completely resected stage III-IV melanoma did not meet its primary endpoint of recurrence-free survival. The safety profile of Opdualag observed in this analysis was consistent with the known profiles of nivolumab and relatlimab. | | --- | --- | --- | --- || Sotyktu | | Plaque Psoriasis | | February 2025 | | Announced new five-year results from the POETYK PSO long-term extension trial of Sotyktu treatment in adult patients with moderate-to-severe plaque psoriasis, in which the safety profile of Sotyktu remained consistent through five years with more than 5,000 patient-years of exposure in the trial, with no new safety signals identified. In patients who were treated continuously with Sotyktu, clinical response rates were maintained from Year 1 to Year 5, including Psoriasis Area and Severity Index (PASI) 75, PASI 90 and static Physician’s Global Assessment (sPGA) 0/1 (clear/almost clear). | | --- | --- | --- | --- | --- | --- | --- | | | PsA | | March 2025 | | Announced positive data from the pivotal Phase III POETYK PsA-2 trial evaluating the efficacy and safety of Sotyktu in adults with active PsA. The trial met its primary endpoint, with a significantly greater proportion of Sotyktu-treated patients achieving ACR20 response (at least a 20 percent improvement in signs and symptoms of disease) after 16 weeks of treatment compared with placebo (54.2% versus 39.4%, respectively). Additionally, treatment with Sotyktu met important secondary endpoints across PsA disease activity at Week 16, demonstrating improvement across clinical signs and symptoms, extra-articular manifestations and patient-reported outcomes. The overall safety profile of Sotyktu through 16 weeks of treatment was consistent with that established in a Phase II PsA clinical trial and Phase III moderate-to-severe plaque psoriasis clinical 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 2024 Form 10-K. There have been no material changes to our critical accounting policies during the three months ended March 31, 2025. 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, potential laws and regulations to lower drug prices, 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 2024 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 2024 Form 10-K. There have been no material changes to our market risk during the three months ended March 31, 2025.

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, 2025, 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, 2025 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 2024 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, 2025:

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, 2025	25,240	$	56.91	—	$	5,014
February 1 to 28, 2025	46,917	$	57.79	—	$	5,014
March 1 to 31, 2025	2,488,914	$	63.00	—	$	5,014
Three months ended March 31, 2025	2,561,071			—

(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, 2025. 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 period covered by this Quarterly Report on Form 10-Q, 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).

Exhibit No.	Description
10a.	Form of 2025 Performance Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
10b.	Form of 2025 Market Share Units Award Agreement under the 2021 Stock Award and Incentive Plan (filed herewith).
10c.	Form of 2025 Restricted Stock Units Award Agreement with three-year, four-year, or five-year prorated vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
10d.	Form of 2025 Restricted Stock Units Award Agreement with three-year cliff vesting under the 2021 Stock Award and Incentive Plan (filed herewith).
10e.	Form of 2025 Restricted Stock Units Award Agreement with two-year cliff vesting with a one-year post-vest holding period under the 2021 Stock Award and Incentive Plan (filed herewith).
10f.	Form of 2025 Restricted Stock Units Award Agreement with one-year cliff vesting with a two-year post-vest holding period under the 2021 Stock Award and Incentive Plan (filed herewith).
10g.	Bristol-Myers Squibb Company Severance Benefits 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 (furnish e d 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 is a trademark 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:

2024 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2024	MDS	myelodysplastic syndromes
2024 Senior Unsecured Notes	Aggregate principal amount of $13.0 billion of senior unsecured notes issued by BMS in February 2024	Merck	Merck & Co.
2seventy bio	2seventy bio, Inc.	Mirati	Mirati Therapeutics, Inc.
aGVHD	acute graft-versus-host disease	MPM	malignant pleural mesothelioma
ADC	antibody-drug conjugate	MTA	Methylthioadenosine
ADP	adenosine diphosphate	MZL	marginal zone lymphoma
ANDA	Abbreviated New Drug Application	NDA	New Drug Application
AOCI	Accumulated other comprehensive loss	nHCM	Nonobstructive Hypertrophic Cardiomyopathy
BCMA	B-cell maturation antigen-directed	NHL	Non-Hodgkin's Lymphoma
BioArctic	BioArctic AB	NKT	natural killer T
CAR-T	chimeric antigen receptor T-cell	NSCLC	non-small cell lung cancer
Celgene	Celgene Corporation	NTRK	Neurotrophic Tropomyosin Receptor Kinase
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	Nimbus	Nimbus Therapeutics
CGDP	Coverage Gap Discount Program	NVAF	non-valvular atrial fibrillation
CHMP	Committee for Medicinal Products for Human Use	OECD	Organization for Economic Co-operation and Development
CLL	Chronic Lymphocytic Leukemia	oHCM	Obstructive Hypertrophic Cardiomyopathy
CML	chronic myeloid leukemia	Ono	Ono Pharmaceutical Co., Ltd
CRC	colorectal carcinoma	PD-1	programmed cell death protein 1
CTLA4	Cytotoxic T-lymphocyte Antigen-4	PD-LI	programmed death-ligand 1
CVR	Contingent value right	PDUFA	Prescription Drug User Fee Act
DLBCL	Diffuse Large B-cell Lymphoma	PE	pulmonary embolism
DVT	deep vein thrombosis	PRMT5	protein arginine methyltransferase 5
EC	European Commission	PsA	psoriatic arthritis
EMA	European Medicines Agency	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarter ended March 31, 2025
EPS	earnings per share	R&D	research and development
EU	European Union	RA	rheumatoid arthritis
Exchange Act	the Securities Exchange Act of 1934	RayzeBio	RayzeBio, Inc.
FASB	Financial Accounting Standards Board	RCC	renal cell carcinoma
FDA	U.S. Food and Drug Administration	RDFV	readily determinable fair values
FL	follicular lymphoma	REMS	risk evaluation and mitigation strategy
GAAP	generally accepted accounting principles	Roche	F. Hoffman-La Roche & Co.
GTN	gross-to-net	RPT	radiopharmaceutical therapeutics
HCC	hepatocellular carcinoma	RS	ring sideroblast
HCM	hypertrophic cardiomyopathy	Sanofi	Sanofi S.A.
HHS	Health and Human Services	SEC	U.S. Securities and Exchange Commission
IPRD	in-process research and development	SLL	Small Lymphocytic Lymphoma
IRA	Inflation Reduction Act of 2022	SPC	Supplementary Protection Certificate
IRS	Internal Revenue Service	SystImmune	SystImmune, Inc.
JIA	juvenile idiopathic arthritis	TCJA	Tax Cuts and Jobs Act
Karuna	Karuna Therapeutics, Inc.	UC	ulcerative colitis
KRAS	Kirsten rat sarcoma	UK	United Kingdom
LBCL	Large B-cell Lymphoma	U.S.	United States
MCL	mantle cell lymphoma	VAT	value added tax

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<br>(REGISTRANT)
Date:	April 24, 2025	By:	/s/ Christopher Boerner, Ph.D.
			Christopher Boerner, Ph. D.<br><br>Chair of the Board and Chief Executive Officer
Date:	April 24, 2025	By:	/s/ David V. Elkins
			David V. Elkins<br><br>Chief Financial Officer

Document

EXHIBIT 10a

NOTICE OF GRANT OF

PERFORMANCE SHARE UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 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<br><br>(“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, 2025 to March 10, 2028 (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, 2025 to December 31, 2027*
Relative Total Shareholder Return Compound Annual Growth Rate (“TSR CAGR”) Performance Measurement Period	March 10, 2025 to February 28, 2028*
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, 2028, 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, 2027 (or February 28, 2028, as applicable) or the date determined under the applicable provisions of Exhibit A attached hereto.

PSU Agreement

2025 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.

(a)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.

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 on your termination date), 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.

(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 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.

(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 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 your employment is terminated (i) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan), or (ii) due to Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that 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; provided, however, that if the accelerated vesting under this Section 2(f) is due to your Retirement as defined in Section 2(x)(ii) or (iii) of the Plan, you shall only 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 your PSUs based on your service. 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)Termination of Employment. 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. 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(c) below during the Covenant Restricted Period (as defined 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(c);

(iii)if any portion of the PSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3(c) below (or settled following the date of any such termination of employment or violation of any applicable provisions of Section 3(c)), 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.

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;

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;

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 described therein and 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 (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

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 PSUs 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 PSUs 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 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

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

2025 PERFORMANCE SHARE UNITS AWARD AGREEMENT Under the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan

2025 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, 2028 and March 10, 2028,1 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, 2028 and March 10, 2028,1 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)<br>PSUs in Award	(B)<br>Settlement Date1	(C)<br>PSU Payout Percentage	(D)<br>Number of PSUs Vested
Target # of PSUs2	March 10, 2028	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 “2025 Long-Term Incentive (LTI) Program: Market Share Units (MSUs) and Performance Share

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

Units (PSUs)” document distributed to participants and are measured from January 1, 2025 – December 31, 2027.1 The calculation for Relative TSR CAGR Performance is set forth below and is measured during the TSR Measurement Period.

Performance Measure	(A)<br>Weight	Threshold	Target	Maximum	(B)<br>Measure Payout Range	(C)<br>Weighted Payout
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 “2025 Long-Term Incentive (LTI) Program: Market Share Units (MSUs) and Performance Share Units (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, 2025 to February 28, 2028.1

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 Sections 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 2025 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. Neither the PSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina.

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.

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.

Addendum A-3

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 form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).

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.

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.

Addendum A-4

on which the Common Stock is listed. Currently, the shares of Common Stock are listed on the New York Stock Exchange.

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

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 or the Plan, your right to vest in the PSUs, if any, will terminate effective as of the date that is the earliest of (1) the date upon which your employment with the Company or any of its subsidiaries is terminated; (2) the date you receive written notice of termination of employment, or (3) the date you are no longer actively employed by the Company or any of its subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer employed or actively 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). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, your right to vest in the PSUs or otherwise benefit from the PSUs under the Plan, if any, will terminate effective upon the expiry of your minimum statutory notice period, and you will not earn or be entitled to pro-rated vesting if the Settlement Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, unless otherwise provided in the Agreement.

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:

Addendum A-5

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.

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

Addendum A-6

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 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, 2025, then the Mandatory Sale Date will be April 30, 2025. 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.

Addendum A-7

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-8

exchange market (e.g., local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio). 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 of the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan for Restricted Stock Units Granted to French Participants (the “French Sub-Plan”).

Addendum A-9

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. If the Common Stock is not requested by your heirs within such six-month period, any outstanding PSUs will be forfeited at the end of the six-month period. Your heirs are not subject to the Minimum Mandatory Holding Period or Minimum Mandatory Vesting Period detailed above.

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-10

(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 €12,500 (the “Threshold”) must be reported to the German Federal Bank (Bundesbank). If you acquire shares of Common Stock or receive cash dividends with a value in excess of the Threshold, your Employer will report the acquisition of the shares of Common Stock to Bundesbank. If you otherwise make or 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 to 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-11

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. You must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited 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.

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.

Addendum A-12

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.

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.

Addendum A-13

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.

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:

Addendum A-14

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.

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.

Addendum A-15

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 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

Addendum A-16

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.

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”).

Addendum A-17

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 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 Section 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

Addendum A-18

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 on your behalf to HMRC (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 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-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

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-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

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-21

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, and as of or immediately after the Effective Date I am not employed by the Company as an executive, manager, or on the professional staff of an executive or manager, 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.

(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)(ii), (iii), and (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

(h) Oklahoma. If I am hired to primarily perform services for the Company in Oklahoma, 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 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. NOTICE: If you are an employee operating in the District of Columbia, the Company may not request or require you to agree to a non-compete policy or agreement, in accordance with the Ban on Non-Compete Agreements Amendment Act of 2020, and nothing in the Agreement is intended to impose an agreement contrary to the Act.

Addendum B-2

Document

EXHIBIT 10b

NOTICE OF GRANT OF

MARKET SHARE UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 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<br><br>(“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, 2025 to March 10, 2028 (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, 2025 to February 28, 2028*
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, 2028, 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, 2028 or the date determined under the applicable provisions of Exhibit A attached hereto.

MSU Agreement

2025 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.

(a)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.

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 on your termination 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. The timing of settlement of such MSUs 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 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 your employment is terminated (i) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan), or (ii) due to Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that 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; provided, however, that if the accelerated vesting under this Section 2(f) is due to your Retirement as defined in Section 2(x)(ii) or (iii) of the Plan, you shall only 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 your MSUs based on your service. 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)Termination of Employment. 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(c);

(iii)if any portion of the MSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3(c) below (or settled following the date of such termination of employment or violation of any

applicable provisions of Section 3(c)), 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.

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.

(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;

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 described therein and 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 (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

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 MSUs 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 MSUs 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 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.

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

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

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 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

2025 MARKET SHARE UNITS AWARD AGREEMENT Under the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan

2025 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.

Between February 28, 2028 and March 10, 2028,1 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.

(A)<br>MSUs in Award	(B)<br>Settlement Date1	(C)<br>Total Return	(D)<br>rTSR Floor	(E)<br>Final Payout Factor	(F)<br>Number of MSUs Vested
Total # of MSUs2	March 10, 2028	Share Price on Measurement Date plus Total Dividends divided by Share Price on Award Date	Determined as follows:<br><br><br><br>If TSR Percentile Rank is 0% to 49.99% = 0%<br><br><br><br>If TSR Percentile Rank is<br><br>50% to 74.99% = 50%<br><br><br><br>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)

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.

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

Exhibit A-1

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, 2025 to February 28, 2028, 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%.

“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

Exhibit A-2

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 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.

Exhibit A-3

•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 2025 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. Neither the MSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in 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 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).

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 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.

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.

Addendum A-4

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.

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

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 or the Plan, your right to vest in the MSUs, if any, will terminate effective as of the date that is the earliest of (1) the date upon which your employment with the Company or any of its subsidiaries is terminated; (2) the date you receive written notice of termination of employment, or (3) the date you are no longer actively employed by the Company or any of its subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer employed or actively 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). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, your right to vest in the MSUs or otherwise benefit from the MSUs under the Plan, if any, will terminate effective upon the expiry of your minimum statutory notice period, and you will not earn or be entitled to pro-rated vesting if the Settlement Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, unless otherwise provided in the Agreement.

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

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.

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

Addendum A-6

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 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, 2025, then the Mandatory Sale Date will be April 30, 2025. 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

Addendum A-7

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.

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

Addendum A-8

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 exchange restrictions, approvals and reporting requirements in connection with the MSUs 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). 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 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.

Addendum A-9

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 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. If the Common Stock is not requested by your heirs within such six-month period, any outstanding MSUs will be forfeited at the end of the six-month period. Your heirs are not subject to the Minimum Mandatory Holding Period or Minimum Mandatory Vesting Period detailed above.

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-10

(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

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.

Addendum A-11

Hungary

There are no country-specific provisions.

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-12

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-13

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.

Netherlands

There are no country-specific provisions.

Norway

There are no country-specific provisions.

Addendum A-14

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-15

Saudi Arabia

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 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-16

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 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-17

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-18

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 MSUs. This provision supplements Section 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-19

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-20

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-21

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-22

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)(ii), (iii) and (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

Document

EXHIBIT 10c

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 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<br><br>(“Grantee,” “you,” or “your”)	[Name]
Number of RSUs	[Number]

Prorated Restricted Stock Units Agreement

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] [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]]

2025 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.

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.

(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. 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.

(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.

(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.

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.

(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).

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 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.

(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.

(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.

(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(c);

(iii)if any portion of the RSUs settled within the 12-month period immediately preceding such termination of employment or violation of Section 3(c) below (or settled following the date of any such termination of employment or violation of any applicable provisions of Section 3(c)), 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.

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.

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:

(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.

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

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.

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;

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.

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

of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards (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

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.

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

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 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 2025 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.

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.

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

Addendum A-2

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.

Securities Law Information. Neither the RSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in 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 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

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.

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

Addendum A-4

additional information regarding these requirements.

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.

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

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 or the Plan, your right to vest in the RSUs, if any, will terminate effective as of the date that is the earliest of (1) the date upon which your employment with the Company or any of its subsidiaries is terminated; (2) the date you receive written notice of termination of employment, or (3) the date you are no longer actively employed by the Company or any of its subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer employed or actively 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). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, your right to vest in the RSUs or otherwise benefit from the RSUs under the Plan, if any, will terminate effective upon the expiry of your minimum statutory notice period, and you will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, unless otherwise provided in the Agreement.

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

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 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.

Addendum A-6

are subject to change.

China

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.

Addendum A-7

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, 2025, then the Mandatory Sale Date will be April 30, 2025. 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.

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

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 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). 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

Addendum A-9

(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 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

Addendum A-10

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

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

Addendum A-11

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:

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

Addendum A-12

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

Korea

Mexico

Addendum A-13

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.

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.

Addendum A-14

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.

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-15

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

Addendum A-16

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.

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.

Addendum A-17

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 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

Addendum A-18

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

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Section 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.

Addendum A-19

United Kingdom

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

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-20

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-21

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-22

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, and as of or immediately after the Effective Date I am not employed by the Company as an executive, manager, or on the professional staff of an executive or manager, 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.

(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.

Addendum B-1

Addendum B-2

Document

EXHIBIT 10d

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 Restricted Stock Units Award

NOTICE OF GRANT

Name of Grantee<br><br>(“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.<br><br>[Third Anniversary of Award Date] [# of Shares]

Three-Year Cliff Restricted Stock Units Agreement

2025 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.

(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.

(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.

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.

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.

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 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.

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

(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

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.

(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.

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;

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.

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).

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 described therein and 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 (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 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

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

21.ADDENDUM A

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

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 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 2025 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

Securities Law Information. Neither the RSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in 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 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 form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).

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

Common Stock is listed. Currently, the shares of Common Stock are listed on the New York Stock Exchange.

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

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 or the Plan, your right to vest in the RSUs, if any, will terminate effective as of the date that is the earliest of (1) the date upon which your employment with the Company or any of its subsidiaries is terminated; (2) the date you receive written notice of termination of employment, or (3) the date you are no longer actively employed by the Company or any of its subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer employed or actively 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). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, your right to vest in the RSUs or otherwise benefit from the RSUs under the Plan, if any, will terminate effective upon the expiry of your minimum statutory notice period, and you will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, unless otherwise provided in the Agreement.

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

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

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, 2025, then the Mandatory Sale Date will be April 30, 2025. 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.

Addendum A-7

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.

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). You should obtain proper legal advice to ensure compliance with applicable Colombian regulations.

Czech Republic

Addendum A-8

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

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

Addendum A-9

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

Greece

There are no country-specific provisions.

Hong Kong

Addendum A-10

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 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-11

Common Stock price and/or any applicable exchange rate.

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

Labor Law Policy and Acknowledgment. By accepting this Award, you expressly recognize that the Company,

Addendum A-12

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 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.

Addendum A-13

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

Saudi Arabia

Addendum A-14

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-15

the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be null and void.

Sweden

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

Switzerland

Taiwan

Addendum A-16

Thailand

Türkiye

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Section 7 of the Agreement:

Addendum A-17

United Kingdom

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

Addendum A-18

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-19

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-20

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, and as of or immediately after the Effective Date I am not employed by the Company as an executive, manager, or on the professional staff of an executive or manager, 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.

(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.

Addendum B-1

Addendum B-2

Document

EXHIBIT 10e

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 Restricted Stock Units Award

NOTICE OF GRANT

Name of Grantee<br><br>(“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.<br><br><br><br>[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

2025 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.

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.

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 on your termination date, 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.

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.

(f)Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event your employment is terminated (i) by reason of a Qualifying Termination (as defined in Section 9(c) of the Plan), or (ii) due to Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that 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.

(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.

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

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

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.

confidentiality obligations. Consequently, you agree that you will not, directly or indirectly, except in the performance of your duties for BMS:

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

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.

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

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.

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;

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.

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

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

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

21.ADDENDUM A

22.FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS

23.IMPOSITION OF OTHER REQUIREMENTS

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 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 2025 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.

Addendum A-1

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

Data Privacy Consent.

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.

Addendum A-2

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:

Securities Law Information. Neither the RSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in 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 RSUs or remitting funds into Argentina, as you are responsible for complying with applicable exchange control laws.

Australia

Addendum A-3

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

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.

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

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 or the Plan, your right to vest in the RSUs, if any, will terminate effective as of the date that is the earliest of (1) the date upon which your employment with the Company or any of its subsidiaries is terminated; (2) the date you receive written notice of termination of employment, or (3) the date you are no longer actively employed by the Company or any of its subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer employed or actively 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). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice

Addendum A-5

period, your right to vest in the RSUs or otherwise benefit from the RSUs under the Plan, if any, will terminate effective upon the expiry of your minimum statutory notice period, and you will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, unless otherwise provided in the Agreement.

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

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

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.

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 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

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 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). 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-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

Addendum A-11

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

Greece

There are no country-specific provisions.

Hong Kong

Addendum A-12

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 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

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.

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-14

Korea

Mexico

Addendum A-15

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.

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.

Addendum A-16

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

Saudi Arabia

Addendum A-17

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-18

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.

Addendum A-19

Sweden

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

Switzerland

Taiwan

Thailand

Addendum A-20

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

United Arab Emirates

Acknowledgment of Nature of Plan and RSUs. This provision supplements Section 7 of the Agreement:

Addendum A-21

United Kingdom

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

Addendum A-22

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

Addendum A-23

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

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-24

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, and as of or immediately after the Effective Date I am not employed by the Company as an executive, manager, or on the professional staff of an executive or manager, 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.

(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.

Addendum B-1

Addendum B-2

Document

EXHIBIT 10f

NOTICE OF GRANT OF

RESTRICTED STOCK UNITS

UNDER THE BRISTOL-MYERS SQUIBB COMPANY

2021 STOCK AWARD AND INCENTIVE PLAN

2025 Restricted Stock Units Award

NOTICE OF GRANT

Name of Grantee<br><br>(“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.<br><br><br><br>[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