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.)

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Bristol-Myers Squibb Company

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Meeting DetailsDate: May 5, 2026Time: 10:00 a.m.Eastern Daylight TimeLocation: Virtually at www.virtualshareholdermeeting.com/BMY2026

Your Vote is ImportantRegardless of the number of shares you own, your vote is important. If you do not attend the Annual Meeting to vote on the virtual meeting platform, your vote will not be counted unless a proxy representing your shares is presented at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways:

Go to www.proxyvote.com and vote via the Internet;

Call the toll-free telephone number (800) 690-6903 (this call is toll-free in the U.S.); or

Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.

If you do attend the Annual Meeting, you may revoke your proxy and vote your shares on the virtual meeting platform during the meeting.

Notice of Annual Meeting of Shareholders

Notice is hereby given that the 2026 Annual Meeting of Shareholders (the “Annual Meeting” or “2026 Annual Meeting”) will be held virtually on May 5, 2026, at 10:00 a.m. Eastern Daylight 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 12, 2026, 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/BMY2026 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 Daylight Time on May 5, 2026. 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/BMY2026, 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 FalloneSenior Vice President and Corporate SecretaryDated: March 25, 2026

Message from Christopher S. BoernerBoard Chair and Chief Executive Officer

Dear BMS shareholders,

2025 was a year focused on execution across Bristol Myers Squibb, resulting in meaningful progress across multiple fronts. We are operating in a rapidly evolving healthcare environment, and I am incredibly proud of the resilience and passion demonstrated by our global workforce day in and day out. As we move forward, we do so with the right team in place, a strengthened foundation, and the momentum to generate meaningful impact for patients.

Our Growth Portfolio, which is comprised of multiple differentiated products earlier in their respective life cycles, delivered $26.4 billion in sales last year, marking a 17% increase over 2024. Importantly, this portfolio now includes seven products annualizing over $1 billion. Cobenfy and Qvantig, our latest launches, are progressing well. The Legacy Portfolio continues to fortify our financial position, creating opportunities to accelerate high-priority initiatives and strategically invest in growth drivers. These results are a testament to our strong commercial execution and deliberate focus on newer assets that, along with our pipeline, represent the future of BMS.

Prioritizing Science, Execution and Value Creation

2026 marks the start of a data-rich period with anticipated readouts that have the potential to deliver significant value to patients and to the company.

•In neuroscience, we have a broad development program underway to expand Cobenfy beyond schizophrenia into multiple high-need indications like Alzheimer’s Disease Psychosis and Agitation.

•In cardiovascular, milvexian, our factor XIa inhibitor, has the potential to redefine anticoagulant therapy for thrombotic disease.

•In the immunology space, admilparant could set a new benchmark for treating pulmonary fibrosis, where there is a critical gap in treatment options.

•And in oncology, iberdomide and mezigdomide are two oral CELMoDs in multiple myeloma that we believe have the potential to become a standard of care.

When you look at the entirety of catalysts in our pipeline, we have the potential for more than 10 new medicines and over 30 meaningful launch opportunities by 2030.

In addition to the internal investments we’re making on innovation, we’re consistently evaluating opportunities to bring exciting science into BMS. In 2025, we augmented our pipeline through several strategic business development deals.

Among them was a partnership with BioNTech, where we are co-developing pumitamig. This PD-L1/VEGF-A bispecific antibody has the potential to surpass current checkpoint inhibitor outcomes and set a new standard of care across multiple difficult-to-treat tumor types.

To continue building our leadership in cell therapy, we further diversified our portfolio with the acquisition of Orbital Therapeutics. The deal gave us OTX-201, an investigational next-generation CAR-T cell therapy designed to reprogram cells in vivo with a potential best-in-class profile for autoimmune diseases.

Building Agility & Investing in Growth

As we advance this next wave of scientific innovation, we’re equally focused on strengthening the business behind it. Operational agility and financial discipline are essential to sustaining this momentum.

We made significant progress last year through programs like our Strategic Productivity Initiative, creating a more agile business, and giving us the flexibility to invest in future growth drivers.

Our focus on innovation includes leveraging data and integrating AI across the business to become a more efficient organization and accelerate the delivery of medicines to patients. For example, all of our small molecule experiments and half of our large molecule experiments are now using an AI model to predict probability of success. This lets us direct resources to the most promising candidates, thereby reducing development time and associated costs.

And by saving costs, we’re enabling additional financial flexibility that allows us to enhance shareholder value. In 2025, we strengthened our balance sheet through strong operating cash flow and achieved our $10 billion debt paydown commitment ahead of schedule. Additionally, 2025 marked our 16th consecutive annual dividend increase and the 93rd consecutive year we have paid a dividend.

Momentum with Purpose

Access is the bridge between innovation and health outcomes. We must do more to help patients gain access to our transformational medicines. Last year, the company engaged with governments around the world to advocate for policies that ensure these medicines are rapidly and widely available. We also made deliberate decisions to drive impact, including:

•The launch of a new direct-to-patient Eliquis option for uninsured, underinsured, or self-pay patients to significantly lower their out-of-pocket costs.

•The addition of BMS Patient Connect, a direct-to-patient program offering eligible U.S. patients steeply discounted prices for Sotyktu.

•An expansion of our strategic collaboration with Sarah Cannon Research Institute to accelerate the development of innovative cancer therapies and increasing access to clinical trials for patients across the U.S.

Perhaps the best illustration of our patient-centric mission in action is our employee-led initiative, Coast 2 Coast 4 Cancer (C2C4C), which marked its 12th anniversary. In 2025, more than 300 global colleagues representing a record-setting 33 nations rode more than 6,000 miles. To date, C2C4C has raised more than $21 million for cancer research.

Taken together, we carried out our strategy, remained disciplined, and added to our growth profile in 2025.

Our progress laid the groundwork for us to deliver industry-leading sustainable growth in the 2030s and beyond.

Thank you for your continued investment in Bristol Myers Squibb and your support of our vision to be the world’s leading biopharma company as we transform patients’ lives through science.

Sincerely,

Christopher S. Boerner, Ph.D.

Board Chair and Chief Executive Officer

Message from Theodore R. SamuelsLead Independent Director

Dear fellow shareholders and stakeholders,

As you’ll read throughout this report, the company made meaningful strides in a busy 2025 toward building for the future.

This momentum reflects management’s commitment to focused execution, as well as the steadfast partnership with and oversight by BMS’s independent directors.

I highlighted in my last letter the Board’s crucial role in maintaining sound corporate governance and overseeing the company’s strategic direction. That work continues, and it’s energizing to see the strategy in action.

There was a lot to navigate this past year for both BMS and the industry. The wide-ranging skills and backgrounds of our 11 director nominees — healthcare experience, executive leadership, scientific research, risk management, finance and more — enabled us to lean in and offer guidance amidst both challenges and opportunities. This was true of business development milestones like the Orbital Therapeutics acquisition, our partnership with BioNTech to co-develop and co-commercialize a next-generation bispecific antibody candidate, and the creation of a new company with Bain Capital to develop innovative immunology therapies. The Board also provided insights on pipeline and portfolio decisions and evolving policy and regulatory matters, all while ensuring the right team was in place to move the company forward.

But our collective expertise would mean little if there wasn’t a productive relationship between the Board and management. I’m thankful for the trust we’ve built with Chris and his leadership team, and for their transparency and communication.

As a Board, we had 7 regular and 11 special meetings with management in 2025, which is a testament to our work with management to navigate a complex and evolving industry landscape. Throughout these discussions, there was a shared understanding that the choices we make today will have a direct impact on our ability to drive growth years into the future. The company has built a strong foundation and, given the upcoming transition from our Legacy Portfolio, it’s clear that everything we do must be rooted in delivering transformational medicines to patients and creating sustained shareholder value.

The Growth Portfolio is demonstrating continued strength, with differentiated, durable products early in their lifecycles. And we’re a few months into an exciting, data-rich year full of opportunities to enhance the company’s growth trajectory. Beyond the pipeline, we know management is focused on maintaining financial discipline, increasing efficiency and pursuing opportunities to add strength and depth to the portfolio.

As we move ahead on this journey, it’s as important as ever to bring our shareholders along with us. We do this, in part, through regular engagements with shareholders that consistently yield valuable feedback.

In the Fall of 2025, management extended invitations to BMS’s top shareholders, representing 55% of our voting shares outstanding as of October 30, 2025. While discussions were wide-ranging, shareholders were particularly interested in the company’s strategic plan and execution, its deployment of AI, the breadth of the pipeline, and the company’s business development priorities. As we do each year, we take learnings from these discussions back to the full Board for use in future decision making. This input often helps inform management’s focus areas for the year ahead. We look forward to continuing these productive discussions in 2026.

Beyond the above-mentioned topics, stakeholders continue to reinforce the importance of BMS’s commitment to people and our sustainability initiatives. By embedding our Sustainability and Social Impact (SSI) strategy across our business, we are shaping environments in which science, and therefore our business, can succeed. This strategy drives value by cultivating a high-performing and engaged workforce, monitoring and mitigating risk, and enabling greater access to our medicines for patients around the world. Our environmental stewardship strategy strengthens business resilience through supplier engagement, operational efficiencies, and a focus on water stewardship. Through our health equity and access strategies, we are breaking down barriers to care, expanding access to life-changing therapies, and empowering patients with clear, actionable information so that every person has an opportunity to attain the best possible health and well-being.

Delivering for patients is a shared responsibility at BMS, and it requires a culture that supports employees and ignites innovation. We couldn’t do what we do without top talent. It’s the reason we put significant emphasis on the workforce and the programs in place to help employees, and the company, succeed. In 2025, BMS launched its first-ever People Week, further strengthening our culture, sense of belonging, and career development. Our efforts in support of employees were extensively recognized this past year. Forbes again placed the company on its list of World’s Best Employers and the Business Group on Health selected BMS to receive a Best Employers Award. The Financial Times also named BMS one of Europe’s Best Employers. On behalf of my fellow directors, I would like to extend our sincere gratitude to BMS employees, who collectively strive to innovate and deliver for patients around the world.

As always, I’ll close by encouraging our shareholders to review and vote on the ballot items in this year’s Proxy Statement. Your vote is important and a great way to ensure your opinions are represented at the company’s upcoming Annual Meeting of Shareholders.

Thank you for your investment in BMS and your continued support.

Lead Independent Director

Chair, Committee on Directors and Corporate Governance

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