UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)

Delaware
001-01136
22-0790350
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S Employer Identification No.)
Route 206 & Province Line Road, Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (609) 252-4621

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
1.750% 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On July 25, 2025, Bristol-Myers Squibb Company (the “Company”) announced that Dr. Samit Hirawat, Chief Medical Officer and Head of Development, will leave the Company by November 1, 2025. In connection with his departure, Dr. Hirawat will transition from his current role as Executive Vice President, Chief Medical Officer and Head of Development, effective August 1, 2025, to become an advisor to the Company.

(e)  In connection with his departure, Dr. Hirawat will be entitled to (i) severance benefits in accordance with the Company’s U.S. Severance Benefits Plan, (ii) pro-rated vesting of Market Share Units (MSUs) and Performance Share Units (PSUs), in each case, in accordance with the Company’s equity award agreements under the Company’s 2021 Stock Award and Incentive Plan, and (iii) a prorated annual incentive payout for 2025 in accordance with the Company’s Senior Executive Performance Incentive Plan.

A copy of the press release announcing the departure of Dr. Hirawat is attached to this report as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit
No.
  
Description
     
 
Press release of Bristol-Myers Squibb Company dated July 25, 2025.
104
  
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BRISTOL-MYERS SQUIBB COMPANY
Dated: July 25, 2025
By:
/s/ Amy Fallone
 
Name:
Amy Fallone
 
Title:
Corporate Secretary