BRISTOL MYERS SQUIBB CO BMY

34% shingled-prose overlap between the two filings.

2025: 112,271 chars · 2026: 114,305 chars

• Committee Report:72% overlap (1,753 → 1,816 chars)
• Pay Ratio (Item 402(u)):49% overlap (1,242 → 1,241 chars)
• Say-on-Pay proposal:8% overlap (25,000 → 25,000 chars)

• changedIn 2025, 2024,Bristol Myers Squibb made meaningful strategic progress and strengthened our growth profile while navigating a dynamic operating environment and furthering scientific innovation.
• changedWe enhanced and diversified our portfolio and progressed pipeline assets that will be critical to our success as we navigate an upcoming period of transition, challenges,including the loss of exclusivity on multiple products.
• changedThe Company Weentered into important collaborations and completed andintegratedkey acquisitions to extend our scientific leadership and advance value creation.
• changedOur collective efforts across the organization helped build momentum as we create the foundation for long-term, sustainable growth and strive workto become one of the sector’sfastest growing biopharmaceutical companies into bythe next endofthedecade.
• changedCritical to our performance in 2025 2024was our continued focus on growth, diversification and innovation — enabling us to bring more truly transformational medicines to patients faster.
• newWorking together, we furthered our strong financial position and achieved significant regulatory and clinical milestones.
• newLast year, the company received 18 approvals for initial and expanded indications in the United States (U.S.), European Union (E.U.), Japan (JP) and China (CN), including for Breyanzi, Camzyos, and Opdivo.
• newIn addition, we also completed several business development transactions to bolster our pipeline, including the acquisition of Orbital Therapeutics and its OTX-201 asset, a preclinical in vivo CAR-T cell therapy currently being studied in autoimmune disease.
• changedOur mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases in the following core therapeutic areas: oncology and hematology with novel modalities in cell therapies, protein degraders, antibody-drug conjugates (ADCs) and radiopharmaceuticals; immunology with a focus on establishing new standards of care in pulmonology, rapidly advancing cell therapy into immunologic diseases and transformational programs to control inflammation, reset immune memory and promote homeostasis in rheumatology; dermatology,rheumatologyandgastrointestinaldisorders;cardiovascular diseases by leveraging deep expertise across thrombotic diseases, heart failures and cardiomyopathies; and neuroscience with a focus on developing new treatments in neuropsychiatry and neurodegeneration.
• changedWe remain committed to strategic business development, maintaining a strong investment grade credit rating, thedividend and reducing debt.
• changedWe havelaunched12newmedicinessince2019andhave established leadership positions across our oncology, hematology, and cardiovascular therapeutic areas.
• changedWe are further enhancing productivity and efficiency within our R&D researchanddevelopment(R&D)programs—work that is helping us identify assets with an increased probability of success in areas of high unmet medical need.
• changed45Bristol Myers Squibb | 2026 2025Proxy Statement 43
• changedWe are expanding our registrational pipeline, which includes over 20 15assets, while leveraging a very productive innovation engine with a robust early-stage pipeline of more than 25 30assets that offer tremendous opportunities for delivering investigational new drugs every year.1 With strong cash flow from legacy brands to invest, we are well positioned for growth, and we are confident in our ability to deliver long-term sustainable value for shareholders.
• changedWe are carrying significant momentum into 2026 2025as we pursue opportunities to further enhance efficiency, better execute, and drive growth, which we believe will maximize performance of our portfolio.
• changedFor 2025, 2024,our executive pay programs included an annual incentive plan and a long-term incentive plan, each remainedfocused on the company’s mission to discover, develop, developand deliver innovative medicines.
• newWhile largely consistent with our 2024 program, we changed our measure of profitability in our long-term incentive plan from total company non-GAAP Operating Margin to total company non-GAAP Operating Income.
• newFor our annual incentive plan, payouts for our most senior executives continue to be determined solely based on the achievement of corporate objectives, without a separate individual performance factor.
• newThis program design incentivizes our senior executives to work together as one team to achieve our most critical strategic priorities.
• changedTotal Company Non-GAAP Operating Income, which is also included in both the annual and long-term incentive plans, Incomeis a direct measure of profitability and ensures we are driving operational excellence and strategically allocating capital.
• changedAndPipeline performance, as measured through annual goals for early research through late-stage development, ensures we will deliver on our near-term commercialization priorities while also having the pipeline and science to sustain our growth over the long-term.
• changedThis Compensation Discussion and Analysis describes the actions taken by the Committee for our Named Executive Officers in 2025. 2024.
• changedIn particular, the compensation program for 2025 2024was designed to provide the Committee with the tools and flexibility to appropriately incentivize, reward, rewardand retain our executives and align pay with company performance against andour evolvingstrategic priorities.
• changed44 Bristol Myers Squibb | 2026 2025Proxy Statement 46
• changed2025 2024Named Executive Officers
• changedThis CD&A is intended to explain how our executive compensation program is designed and how it operates for our 2025 2024named executive officers, whom we refer to collectively as “Named Executive Officers”. Officers”or“NEOs”.
• newThe following table lists our 2025 Named Executive Officers.
• newElkinsEVP and Chief Financial OfficerCristian Massacesi, M.D.EVP and Chief Medical Officer, Head of DevelopmentAdam LenkowskyEVP and Chief Commercialization OfficerGreg MeyersEVP and Chief Digital & Technology OfficerSamit Hirawat, M.D.(1)Former EVP and Chief Medical Officer, Head of Development
• new(1)Effective August 1, 2025, Dr. Hirawat no longer served as EVP and Chief Medical Officer, Head of Development, and transitioned into an advisory role through November 1, 2025, the date of his departure.
• new2025 Business Results
• new2025 was a year of strong growth for our growth portfolio as the legacy portfolio delivered solid free cash flow.
• changedWe had significant clinical and regulatory achievements and closed andintegratedbusiness development transactions that broadened our product portfolio and advanced our pipeline.
• changedKey 2025 2024Financial Performance Highlights
• changedTotal Revenues ofGAAP diluted Earnings Lossper Share1 Share3ofNon-GAAP diluted EPS ofA quarterly dividend increase of$48.2B$3.46$6.153.3%Relatively flat of$48.3B$(4.41)$1.155.3%anincreaseof7%compared to 2024an increase 2023adecreaseof >200% 85%compared to 20241for 20233for2025, marking an increase for the 16th 15thyear in a row
• changedCompleted&IntegratedKey Business Development Transactions
• new•In 2025, we advanced our strategy through the completion of several business development transactions, including:
• new◦The acquisition of Orbital Therapeutics, which strengthened our portfolio with the addition of OTX-201, a preclinical in vivo CAR-T cell therapy currently being studied in autoimmune disease.
• new◦The execution of a global strategic collaboration with BioNTech for the co-development and co-commercialization of pumitamig (BNT327/BMS-986545), a bispecific antibody targeting PD-L1 and VEGF-A, which is currently being evaluated in several indications, including in CRC, ES-SCLC, NSCLC, TNBC, HCC and RCC.
• changed1 3GAAP and non-GAAP diluted EPS include the net impact of Acquired IPRD charges and licensing income of ($1.40) ($6.39)in 2025 2024and ($6.39) ($0.28)in 2024. 2023.
• changedAcquired IPRD refers to certain in-process research and development (“AcquiredIPRD”)charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights.
• changed47Bristol Myers Squibb | 2026 2025Proxy Statement 45
• new◦The creation of a new company with Bain Capital focused on developing new therapies for autoimmune diseases, including five immunology assets in-licensed from the Company and a $300 million financing commitment that was led by Bain Capital.
• new◦The execution of a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer.
• new◦The acquisition of 2seventy bio, providing us with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma.
• changedIn 2025, 2024,we delivered strong commercial execution, particularly for our growth portfolio despite challenges of increased competition and a dynamic regulatory and macro-economic environment.
• changedNet sales for the Growth Portfolio wereNet wasNetsales for Legacy Portfolio were$26.4B$21.8Bcompared was$22.6B$25.7Bcomparedto $22.6 $19.4billion in the prior year, representing an increase of 17% on both a reported basis and 17%,or19%excluding foreign exchange.compared to $25.7 $25.6billion in the prior year, decreasing 15%, remainingrelativelyflat,or 16% increased1%excluding foreign exchange.Growth Portfolio was largely driven by:Legacy Portfolio was largely driven by:Net sales of Opdivo of $10.0 $9.3billion; andNet sales of Orencia of $3.7 billion.Net sales of Eliquis of $14.4 $13.3billion; andNet sales of Revlimid of $3.0 $5.8billion.
• changedOur overall business mix is beginning to transform as our Growth Portfolio becomes a bigger component, representing 55% 47%of our net sales in 2025 2024compared to 47% 43%in the prior year.
• changedAchieved Positive Clinical and Regulatory Results Achievements
• changedWe leveraged our leading science and clinical development capabilities to achieve significant milestones, including several achievementofallhigh value milestones for submissions and approvals:
• new•We achieved significant advances in CAR-T cell therapy with approvals for Breyanzi: (i) in the E.U.
• newfor adults with relapsed or refractory follicular lymphoma (FL) and for adults with relapsed or refractory mantle cell lymphoma (MCL); and (ii) in the U.S. for adult patients with relapsed or refractory marginal zone lymphoma (MZL).
• new•In cardiovascular, Camzyos received approval, under priority review, for the treatment of obstructive hypertrophic cardiomyopathy (oHCM).
• changed•In hematology, (i) Reblozyl received expanded approval to include the first-line treatment of adult patients with transfusion-dependent anemia due to very low, low and intermediate-risk myelodysplastic syndromes (MDS) in China; and (ii) Inrebic received approval in Japan for the treatment of myelofibrosis (MF). E.U.
• new◦(i) (A) E.U.
• newapproval of Opdivo Qvantig injection for subcutaneous use in most previously approved adult solid tumor Opdivo indications; (B) both in the E.U.
• changedand China, approval of Opdivo for the treatment of adult patients with resectable NSCLC, in combination with platinum-doublet chemotherapy, followed by single-agent Opdivo as adjuvant treatment after surgery; (C) both in the U.S. and Japan, approval of Opdivo plus Yervoy for the first-line treatment of adult patients with microsatellite instability–high (MSI-High) or mismatch repair deficient unresectable or metastatic colorectal cancer (CRC); and (D) bothin the U.S., E.U., Japan, U.S.and China, E.U.,approval of Opdivo plus Yervoy incombinationwithcisplatinandgemcitabinefor the first-line treatment of adult patients with unresectable or advanced hepatocellular metastaticmuscle-invasiveurothelialcarcinoma (HCC); (MIUC);
• changed46 Bristol Myers Squibb | 2026 2025Proxy Statement 48
• new◦(ii) approval in the E.U.
• changedand Japan ◦(iii)approvalintheU.S.of Augtyro for the treatment of patients with NTRK-positive locally advanced or metastatic solid tumors; and
• new◦(iii) approval in the E.U.
• changed◦(iv)approvalinJapanof Augtyro for the treatment of patients with ROS1 fusion-positive, unresectable advanced or recurrent NSCLC.
• changedFor a further discussion on our pipeline accomplishments, please see discussion under “2025 “2024Annual Incentive Plan Program Outcomes” beginning on page 69. 70.
• new$48.2BTotal Revenuesin 2025Strong Commercial Performance$26.4B$21.8BGrowth Portfolio* net salescompared to$22.6B in 2024Legacy Portfolio** net salescompared to$25.7B in 2024$3.46$6.15GAAP diluted EPS†Non-GAAP diluted EPS†(>200%) versus 2024
• newPipeline ProgressContinued Pipeline Progress1825+Approvals in the U.S., E.U., JP & CNEarly-stage assets
• newIn 2025, Completed Key Business Development Including:•Acquisition of Orbital Therapeutics •Global Strategic Collaboration Agreement with BioNTechBalanced Capital Allocation Strategy$14.2B3.3%cash flow from operating activitiesquarterly dividend increase for 2025$10.9B16thdebt repaymentconsecutive year of annual increase
• changed* Growth Portfolio includes Opdivo® (nivolumab), Opdivo QvantigTM (nivolumab and hyaluronidase-nvhy), Orencia® (abatacept), Yervoy® (ipilimumab), Reblozyl® (luspatercept-aamt), Breyanzi® (lisocabtagene maraleucel), Opdualag® (nivolumab and relatlimab-rmbw), Breyanzi®(lisocabtagenemaraleucel),Camzyos® (mavacamten), Zeposia® (ozanimod), Abecma® (idecabtagene vicleucel), Sotyktu® SotyktuTM(deucravacitinib), Krazati®, Krazati,AugtyroTM(repotrectinib),CobenfyTM (xanomeline and trospium chloride), and other growth products, including AugtyroTM (repotrectinib), Onureg® (azacitidine), Inrebic® (fedratinib), Empliciti® (elotuzumab), and Nulojix® (belatacept), and royalty revenue. revenueproducts.
• changed† GAAP and non-GAAP diluted EPS include the net impact of Acquired IPRD charges and licensing income of ($1.40) ($6.39)in 2025 2024and ($6.39) ($0.28)in 2024. 2023.
• newSee “Quarterly package of financial Information” available on bms.com/investors for information on the list of specified items excluded from non-GAAP EPS.
• changed49Bristol Myers Squibb | 2026 2025Proxy Statement 47
• changedWe believe that our employees around the world are compassionate, purpose-driven professionals who embody our mission of discovering and delivering innovative medicines that help patients prevail over serious diseases.
• newOur People Strategy is designed to empower employees to shape our future, own our impact, and thrive as one, forming the foundation of a workplace culture that drives innovation, collaboration, and belonging.
• newWe seek to foster an inclusive and dynamic workplace that accelerates personal and business growth and creates an engaging experience that attracts, develops, and retains top talent that understands the unique needs and experiences of the cultures, backgrounds, and experiences of our patients and communities around the world.
• newThis is core to how we operate, guiding decisions and strengthening our ability to deliver on our mission, execute our strategy, and create long-term value.
• newWe are an equal opportunity employer.
• changedWe prioritize investment in enterprise-wide enterprise-wide,comprehensiveandcohesiveprograms and policies that accelerate development and collaboration, creating whichcreatesa competitive advantage in recruiting, developing, developingand retaining our future workforce.
• newBMS is committed to empowering every employee with the skills and capabilities needed to drive growth and transform patient lives through science.
• newWe are investing in next-generation platforms that enable employees to own their careers, including tools that promote internal mobility and the democratization of just-in-time learning resources.
• newThese investments reflect our dynamic, forward-thinking framework for talent development that seeks to cultivate agility and unlock potential.
• newRecognizing the transformative role of AI across industries, we are investing in upskilling our workforce to build confidence in the responsible and proper use and innovative application of these next-generation tools.
• newOur vision of acknowledging everyone in the organization as a leader is addressed by a full suite of leadership development resources.

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