BMY

• GAAP EPS was $1.62 and non-GAAP EPS was $2.04 for the second quarter of 2026.
• The company raised its 2026 revenue guidance to approximately $49.0 billion to $50.0 billion and increased non-GAAP EPS guidance to $6.75 to $7.00.
• Full-year 2026 operating expenses are now expected to be approximately $16.5 billion.
• The FDA accepted regulatory submissions for Reblozyl and mezigdomide, with PDUFA dates in 2027.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The advisory vote on named executive officer compensation was approved with about 1.46 billion votes for and 72.5 million against.
• The 2026 stock award and incentive plan was approved with about 1.47 billion votes for and 63.9 million against.
• The appointment of Deloitte & Touche LLP as independent auditor for 2026 was ratified with about 1.71 billion votes for.
• A shareholder proposal to require an independent board chairperson was not approved, with about 1.11 billion votes against.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP EPS was $1.31, up 9% from $1.20; non-GAAP EPS was $1.58, down 12% from $1.80.
• Growth Portfolio revenues rose 12% (9% ex-FX) to $6.2 billion, driven by Camzyos, Breyanzi, and Reblozyl.
• Legacy Portfolio revenues fell 6% (8% ex-FX) to $5.3 billion, with Eliquis growth offset by generic impacts.
• Company reaffirmed 2026 guidance: revenues of ~$46.0-$47.5 billion and non-GAAP EPS of $6.05-$6.35, trending toward upper end.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Fourth quarter GAAP EPS was $0.53 and non-GAAP EPS was $1.26, both including a net impact of $(0.60) from Acquired IPRD charges and licensing income.
• Full-year 2025 total revenues were $48.2 billion; Growth Portfolio revenues increased 17% to $26.4 billion.
• Full-year GAAP EPS was $3.46 and non-GAAP EPS was $6.15, both including a net impact of $(1.40) from Acquired IPRD charges and licensing income.
• Company provides 2026 guidance with revenues of approximately $46.0 billion to $47.5 billion and non-GAAP EPS range of $6.05 to $6.35.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The presentation, titled 'Built for Growth,' was delivered at the 44th Annual J.P. Morgan Healthcare Conference by Christopher Boerner, Board Chair & CEO.
• The company reported 17% growth in Growth Portfolio sales for the nine months ended 9/30/25 versus the prior-year period, with four assets annualizing over $1 billion.
• Bristol-Myers Squibb highlighted multiple pipeline assets with multi-billion-dollar potential, including milvexian, admilparant, pumitamig, iberdomide, and mezigdomide.
• The company noted returning approximately $14.5 billion in dividends and $8 billion in share repurchases over the past three years, with 94 consecutive years of dividend payments.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On November 17, 2025, Bristol Myers Squibb announced early participation results for its cash tender offers for Pool 1 and Pool 2 notes.
• As of the Early Tender Deadline, significant principal amounts were tendered across multiple note series, including $1.023 billion of 4.900% Notes due 2029 and $1.918 billion of 5.550% Notes due 2054.
• No proration is required for Pool 1 and Pool 2 priority levels 1-4, but 2033 Notes will be prorated; Pool 2 priority levels 6-9 will not be accepted.
• Early settlement is scheduled for November 20, 2025, and the offers expire December 3, 2025, with no final settlement expected.
• Accepted notes will be cancelled and retired, and dealer managers include Citigroup, Deutsche Bank, Goldman Sachs, and Morgan Stanley.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The notes are fully and unconditionally guaranteed on a senior unsecured basis by Bristol-Myers Squibb Company.
• Proceeds, together with about $3.0 billion cash on hand, will fund a tender offer for outstanding notes and general corporate purposes.
• The notes were issued under an indenture dated October 31, 2025, with The Bank of New York Mellon as trustee.
• The offering was completed on November 10, 2025, pursuant to a prospectus supplement filed November 7, 2025.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The offers are split into two pools: Pool 1 up to $4 billion and Pool 2 up to $3 billion, with specific notes and acceptance priority levels listed.
• The tender offers expire on December 3, 2025, with an early tender deadline of November 17, 2025, to receive the early tender premium of $50 per $1,000 principal.
• The offers are conditioned on the completion of a new notes offering by a subsidiary, BMS Ireland Capital Funding DAC, along with approximately $3.0 billion of cash on hand to fund the purchases.
• Accepted notes will be canceled and will no longer remain outstanding obligations of the company.

8.01 Other Events · 9.01 Financial Statements and Exhibits