BRISTOL MYERS SQUIBB CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Bristol-Myers Squibb Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Notice of Annual Meeting of Shareholders

Notice is hereby given that the 2025 Annual Meeting of Shareholders (the “Annual Meeting” or “2025 Annual Meeting”) will be held virtually on May 6, 2025, at 10:00 a.m. Eastern Time for the following purposes as set forth in the accompanying Proxy Statement:

Holders of record of our common and preferred stock at the close of business on March 14, 2025, will be entitled to vote at the meeting.

The Annual Meeting will be held in a virtual-only meeting format. To be admitted to the Annual Meeting, you will need to visitwww.virtualshareholdermeeting.com/BMY2025 and enter the 16-digit control number included on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. Guests may join the Annual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the virtual meeting. Once admitted, you may submit questions or vote during the Annual Meeting by following the instructions that will be available on the meeting website. You may log into the meeting platform beginning at 9:50 a.m. Eastern Time on May 6, 2025. To submit a question before the meeting, visitwww.proxyvote.com with your 16-digit control number and select the “Submit a Question for Management” option. To submit a question during the meeting, visitwww.virtualshareholdermeeting.com/BMY2025, enter your 16-digit control number and type your question into the “Ask a Question” field and click “Submit.” The company will provide direct and specific information to shareholder proponents on how they can present their shareholder proposals during the meeting.

By Order of the Board of Directors

Amy Fallone

Senior Vice President and Corporate Secretary

Dated: March 26, 2025