8-K

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): February 9, 2022 (February 8, 2022)

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.)

430 E. 29th Street, 14th Floor

New York, New York, 10016

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (212) 546-4000

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
1.000% 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 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 December 10, 2021, the Board of Directors of Bristol-Myers Squibb Company (“BMS”) approved, and on February 8, 2022 BMS entered into, accelerated share repurchase (“ASR”) transactions under agreements with Morgan Stanley & Co. LLC, Barclays Bank PLC, Citibank, N.A. and JPMorgan Chase Bank, National Association (each, an “ASR Agreement” and collectively, the “ASR Agreements”) to repurchase an aggregate $5.0 billion (the “Repurchase Price”) of BMS common stock, par value $0.10 per share (the “Common Stock”).

Under the terms of the ASR Agreements, on February 9, 2022, 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 on February 8, 2022.  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 second and third quarters of 2022, but each may conclude earlier than its scheduled termination date at the election of the applicable bank.

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: February 9, 2022	By:	/s/ Kimberly M. Jablonski
	Name:	Kimberly M. Jablonski
	Title:	Corporate Secretary

XML

Document and Entity Information	Feb. 08, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2022
Entity Registrant Name	BRISTOL-MYERS SQUIBB COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	001-01136
Entity Tax Identification Number	22-0790350
Entity Address, Address Line One	430 E. 29th Street
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	546-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000014272
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