Washington, D.C. 20549


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

Date of Report (Date of earliest event reported): August 9, 2023

(Exact name of registrant as specified in its charter)

(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
New York Stock Exchange
1.000% Notes due 2025
New York Stock Exchange
1.750% Notes due 2035
New York Stock Exchange
Celgene Contingent Value Rights
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 8.01
Other Events.

On August 9, 2023, Bristol-Myers Squibb Company (“BMS”) entered into accelerated share repurchase (“ASR”) transactions under agreements with each of Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC (each, an “ASR Agreement” and collectively, the “ASR Agreements”), to repurchase an aggregate of $4.0 billion (the “Repurchase Price”) of BMS common stock, par value $0.10 per share (the “Common Stock”). The ASR transactions are being completed pursuant to a previously announced board-authorized, multi-year share repurchase program.

Under the terms of the ASR Agreements, on August 10, 2023, BMS will pay the Repurchase Price and receive Common Stock with an aggregate value of 85% of the Repurchase Price based on the closing share price of the Common Stock on August 9, 2023.  The total number of shares to be repurchased under the ASR Agreements will be based on volume-weighted average prices of the Common Stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Upon final settlement of each ASR transaction, BMS may be entitled to receive additional shares of Common Stock from the applicable bank or, under certain circumstances specified in the ASR Agreements, BMS may be required to deliver shares of Common Stock or make a cash payment, at its option, to the applicable bank.

The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR transactions may be accelerated, extended or terminated early by the applicable bank, and various acknowledgments, representations and warranties made by the parties to one another. The ASR transactions are scheduled to terminate in the fourth quarter of 2023, but each may conclude earlier than its scheduled termination date at the election of the applicable bank.


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.
Dated: August 10, 2023
/s/ Kimberly M. Jablonski
Kimberly M. Jablonski
Corporate Secretary

Document and Entity Information
Aug. 09, 2023
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 09, 2023
Entity File Number 001-01136
Entity Central Index Key 0000014272
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 22-0790350
Entity Address, Address Line One Route 206 & Province Line Road
Entity Address, City or Town Princeton
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08543
City Area Code 609
Local Phone Number 252-4621
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, $0.10 Par Value
Trading Symbol BMY
Security Exchange Name NYSE
1.000% Notes due 2025 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 1.000% Notes due 2025
Trading Symbol BMY25
Security Exchange Name NYSE
1.750% Notes due 2035 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 1.750% Notes due 2035
Trading Symbol BMY35
Security Exchange Name NYSE
Celgene Contingent Value Rights [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Celgene Contingent Value Rights
Trading Symbol CELG RT
Security Exchange Name NYSE

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