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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
___________________________
Delaware22-0790350
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Route 206 & Province Line Road, Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
(609) 252-4621
(Registrant’s telephone number, including area code)

___________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 Par ValueBMYNew York Stock Exchange
Celgene Contingent Value RightsCELG RTNew York Stock Exchange
2.973% Notes due 2030BMY/30New York Stock Exchange
3.363% Notes due 2033BMY/33New York Stock Exchange
1.750% Notes due 2035BMY35New York Stock Exchange
3.857% Notes due 2038BMY/38New York Stock Exchange
4.289% Notes due 2045BMY/45New York Stock Exchange
4.581% Notes due 2055BMY/55New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☒
Accelerated filer  ☐
Non-accelerated filer  ☐
Smaller reporting company  ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐   No  ☒
At October 21, 2026, there were 2,044,085,831 shares outstanding of the Registrant’s $0.10 par value common stock.



BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
September 30, 2026
PART I—FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II—OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
*    Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.



PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in millions, except per share data
(UNAUDITED)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net product sales$12,606 $11,850 $36,362 $34,645 
Alliance and other revenues463 372 1,169 1,047 
Total Revenues13,069 12,222 37,532 35,692 
Cost of products sold(a)
4,146 3,435 11,292 9,839 
Selling, general and administrative
1,699 1,789 5,142 5,086 
Research and development2,365 2,528 7,973 7,365 
Acquired IPRD1,558 633 1,651 2,328 
Amortization of acquired intangible assets458 831 1,332 2,491 
Other (income)/expense, net
307 (108)279 725 
Total Expenses10,533 9,108 27,670 27,834 
Earnings/(Loss) before income taxes2,536 3,114 9,862 7,858 
Income tax provision
374 919 1,705 1,888 
Net earnings/(loss)2,162 2,195 8,156 5,970 
Noncontrolling interest— (6)— 3 
Net earnings/(loss) attributable to BMS$2,162 $2,201 $8,156 $5,967 
Earnings/(Loss) per common share:
Basic$1.06 $1.08 $4.00 $2.93 
Diluted1.05 1.08 3.98 2.93 
(a)    Excludes amortization of acquired intangible assets.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Dollars in millions
(UNAUDITED)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net earnings/(loss)
$2,162 $2,195 $8,156 $5,970 
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges(9)48 83 (395)
Pension and postretirement benefits— 19 8 22 
Marketable debt securities(4)— (9)2 
Foreign currency translation23 (26)160 96 
Total other comprehensive income/(loss)9 41 243 (275)
Comprehensive income/(loss)
2,171 2,236 8,399 5,695 
Comprehensive income/(loss) attributable to noncontrolling interest
— (6)— 3 
Comprehensive income/(loss) attributable to BMS
$2,171 $2,242 $8,399 $5,692 
The accompanying notes are an integral part of these consolidated financial statements.

3

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
 
ASSETSSeptember 30,
2026		December 31,
2025
Current assets:
Cash and cash equivalents$9,574 $10,209 
Marketable debt securities3,007 464 
Receivables10,639 11,414 
Inventories2,704 2,690 
Other current assets3,844 4,613 
Total Current assets29,767 29,390 
Property, plant and equipment7,971 7,543 
Goodwill21,735 21,754 
Other intangible assets16,936 19,103 
Deferred income taxes5,884 5,378 
Marketable debt securities
378 396 
Other non-current assets6,099 6,474 
Total Assets$88,772 $90,038 
LIABILITIES
Current liabilities:
Short-term debt obligations$1,028 $2,261 
Accounts payable4,628 3,575 
Other current liabilities13,098 17,581 
Total Current liabilities18,753 23,417 
Deferred income taxes228 222 
Long-term debt41,849 42,850 
Other non-current liabilities4,538 5,043 
Total Liabilities65,368 71,533 
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock— — 
Common stock292 292 
Capital in excess of par value of stock46,674 46,387 
Accumulated other comprehensive loss(1,281)(1,524)
Retained earnings21,190 16,896 
Less cost of treasury stock(43,471)(43,579)
Total BMS Shareholders’ equity23,404 18,473 
Noncontrolling interest— 33 
Total Equity23,404 18,506 
Total Liabilities and Equity$88,772 $90,038 
The accompanying notes are an integral part of these consolidated financial statements.
4

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions
(UNAUDITED)
Nine Months Ended September 30,
20262025
Cash Flows From Operating Activities:
Net earnings/(loss)$8,156 $5,970 
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net1,814 3,034 
Deferred income taxes(544)(573)
Stock-based compensation419 420 
Impairment charges834 514 
Divestiture (gains)/losses, net and royalties(186)(880)
Acquired IPRD1,651 2,328 
Equity investment (gains)/losses, net
(222)(90)
Contingent consideration fair value adjustments
— 336 
Other adjustments21 (76)
Changes in operating assets and liabilities:
Receivables409 (314)
Inventories111 (255)
Accounts payable632 88 
Rebates and discounts(3,869)1,957 
Income taxes payable(140)320 
Other(408)(597)
Net cash provided by operating activities
8,678 12,182 
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities2,002 1,573 
Purchase of marketable debt securities(4,538)(1,922)
Proceeds from sales of equity investments439 61 
Capital expenditures(996)(941)
Divestiture and other proceeds512 792 
Acquisition and other payments, net of cash acquired(1,268)(2,237)
Net cash provided by/(used in) investing activities
(3,849)(2,674)
Cash Flows From Financing Activities:
Other short-term financing obligations, net
190 431 
Repayments of long-term debt
(1,720)(872)
Dividends(3,857)(3,783)
Stock option proceeds and other, net(25)(95)
Net cash provided by/(used in) financing activities
(5,412)(4,319)
Effect of exchange rates on cash, cash equivalents and restricted cash(61)190 
Increase/(decrease) in cash, cash equivalents and restricted cash
(644)5,379 
Cash, cash equivalents and restricted cash at beginning of period10,218 10,347 
Cash, cash equivalents and restricted cash at end of period$9,574 $15,726 
The accompanying notes are an integral part of these consolidated financial statements.

5

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of September 30, 2026 and December 31, 2025, the results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2025 included in the 2025 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

Business Segment Information

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS's operational structure, the Chief Executive Officer ("CEO"), as the chief operating decision maker, uses consolidated net income or loss as reported on the income statement when managing and allocating resources at the corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with the Company's overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

The following table represents the significant segment expenses regularly provided to the CEO:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Research(a)
$288 $313 $855 $918 
Drug Development(b)
1,140 1,151 3,374 3,327 
Other(c)
937 1,063 3,744 3,120 
Research and development
$2,365 $2,528 $7,973 $7,365 
(a)    Includes costs to support the discovery and development of new molecular entities through pre-clinical studies.
(b)    Includes costs to support clinical development of potential new products, including expansion of indications for existing products through Phase I, Phase II and Phase III clinical studies.
(c)    Includes costs to support manufacturing development of pre-approved products, medical support of marketed products, IPRD impairment charges, costs to acquire a priority review voucher and proportionate allocations of enterprise-wide costs including facilities, information technology, and other appropriate costs.

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions, including asset valuations; impairments of long-lived assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

6

Recently Adopted Accounting Standards

Derivatives, Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued amended guidance to refine the scope of derivative accounting and clarify the accounting for share-based noncash consideration from a customer in a revenue contract. Among other provisions, the amendment excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties in the contract. BMS adopted the new guidance prospectively, beginning on January 1, 2026. The adoption of this guidance did not have an impact on the Company's consolidated financial statements for prior transactions; however, the impact in subsequent periods will be dependent upon the nature of future business development activities.

Recently Issued Accounting Standards Not Yet Adopted

Internal-Use Software

In September 2025, the FASB issued amended guidance on internal-use software. The guidance clarifies disclosure requirements and establishes new capitalization criteria based on management's authorization and funding commitment as well as the probability that a project will be completed and used for its intended function. The amended guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods. Early adoption is permitted. The Company does not expect the amended standard to have a material impact on its consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance on income statement disclosures. The guidance aims to provide enhanced disclosures of income statement expenses to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The new guidance will result in incremental disclosures within the footnotes to the Company's financial statements, and the Company is currently updating its financial reporting processes to support the new disclosure requirements.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Net product sales$12,606 $11,850 $36,362 $34,645 
Alliance revenues95 125 293 332 
Other revenues368 247 877 715 
Total Revenues$13,069 $12,222 $37,532 $35,692 

The following table summarizes GTN adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Gross product sales$17,965 $22,494 $53,070 $64,548 
GTN adjustments(a)
Charge-backs and cash discounts(2,268)(3,475)(7,108)(9,840)
Medicaid and Medicare rebates(1,649)(4,887)(5,283)(13,244)
Other rebates, returns, discounts and adjustments(1,441)(2,281)(4,317)(6,819)
Total GTN adjustments(b)
(5,358)(10,644)(16,708)(29,903)
Net product sales$12,606 $11,850 $36,362 $34,645 
(a)    Includes reductions/(increases) to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $125 million and $192 million for the three and nine months ended September 30, 2026 and $87 million and $418 million for the three and nine months ended September 30, 2025, respectively.
(b)     Includes U.S. GTN adjustments of $4.4 billion and $13.9 billion for the three and nine months ended September 30, 2026 and $9.8 billion and $27.5 billion for the three and nine months ended September 30, 2025, respectively.

7

The following table summarizes the disaggregation of revenue by product and region:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Growth Portfolio
Opdivo$2,374 $2,532 $7,005 $7,356 
Opdivo Qvantig
334 67 758 105 
Orencia983 964 2,835 2,697 
Yervoy793 739 2,213 2,090 
Reblozyl750 615 2,040 1,661 
Breyanzi
526 359 1,422 966 
Opdualag367 299 1,011 835 
Camzyos
420 296 1,149 714 
Zeposia168 161 455 418 
Sotyktu100 80 256 206 
Krazati
58 53 163 149 
Cobenfy
57 43 176 105 
Other Growth products(a)
731 651 1,965 1,714 
Total Growth Portfolio
7,662 6,857 21,448 19,016 
Legacy Portfolio
Eliquis4,690 3,746 13,307 10,991 
Revlimid303 575 1,076 2,349 
Pomalyst/Imnovid130 675 847 2,041 
Sprycel73 119 233 413 
Abraxane65 74 170 284 
Other Legacy products(b)
154 177 481 599 
Total Legacy Portfolio
5,415 5,365 16,114 16,676 
Other revenue(c)
(7)— (31)— 
Total Revenues$13,069 $12,222 $37,532 $35,692 
United States$9,074 $8,329 $25,853 $24,721 
International
3,592 3,602 10,700 10,193 
Other(d)
403 290 978 778 
Total Revenues$13,069 $12,222 $37,532 $35,692 
(a)    Includes Abecma, Augtyro, Empliciti, Inrebic, Nulojix, Onureg, Zenbexus and royalty revenues, including royalties received from Merck on Winrevair*.
(b)    Includes other mature brands.
(c)    Includes revenue hedging activities in 2026.
(d)    Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations, including royalties received from Merck on Winrevair*.

Revenue recognized from performance obligations satisfied in prior periods was $469 million and $1.0 billion for the three and nine months ended September 30, 2026 and $318 million and $992 million for the three and nine months ended September 30, 2025, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.


8

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances, and its partners as alliance partners.

Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Revenues from alliances:
Net product sales$4,700 $3,755 $13,333 $11,110 
Alliance revenues95 125 293 332 
Total alliance revenues$4,795 $3,880 $13,626 $11,442 
Payments to/(from) alliance partners:
Cost of products sold$2,323 $1,851 $6,595 $5,466 
Selling, general and administrative
(57)(62)(208)(195)
Research and development64 82 216 233 
Acquired IPRD 750 250 750 1,750 
Other (income)/expense, net(11)11 (35)(11)

Dollars in millionsSeptember 30,
2026		December 31,
2025
Selected alliance balance sheet information:
Receivables – from alliance partners$185 $198 
Accounts payable – to alliance partners2,540 1,684 
Deferred income – from alliances(a)
142 175 
(a)     Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2025 Form 10-K. Significant developments and updates related to alliances during the nine months ended September 30, 2026 and 2025 are set forth below.

BioNTech

In June 2025, BMS and BioNTech entered into a global strategic collaboration for the co-development and co-commercialization of pumitamig (BNT327/BMS986545), a bispecific antibody targeting PD-L1 and VEGF-A, which is currently being evaluated in several indications, including in CRC, ES-SCLC, NSCLC and TNBC. The companies will jointly develop and commercialize pumitamig as monotherapy and in combination with other assets. Both companies also have the right to independently develop pumitamig in further indications and combinations, including combinations of pumitamig with proprietary pipeline assets. Subject to certain exceptions, BMS and BioNTech will share equally in global profits and losses.

BMS made an upfront payment to BioNTech of $1.5 billion, which was recorded as Acquired IPRD during the nine months ended September 30, 2025. Under the agreement, BioNTech will also receive $2.0 billion in aggregate of anniversary payments, which will be payable through 2028, provided that there is no prior termination of the agreement by BMS, and up to $7.6 billion of contingent development, regulatory and sales-based milestones. During the three months ended September 30, 2026, BMS made the first anniversary payment of $500 million, which was recorded as Acquired IPRD.
9

SystImmune

BMS and SystImmune are parties to a global strategic collaboration for the co-development and co-commercialization of izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based antibody drug conjugate, which is currently being evaluated in metastatic or unresectable NSCLC, breast cancer and other tumor types. During each of the three months ended September 30, 2026 and 2025, BMS recorded Acquired IPRD charges of $250 million following the achievement of each separate development milestone under the agreement. The most recently achieved milestone will be paid in the fourth quarter of 2026.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

2seventy bio

On May 13, 2025, BMS completed the acquisition of 2seventy bio, which provided BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. BMS acquired all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of $287 million, or $114 million net of cash acquired. The transaction was accounted for as an asset acquisition as 2seventy bio did not meet the definition of a business, which requires inputs and processes that significantly contribute to the ability to create outputs. Net assets acquired primarily consisted of cash, right-of-use lease assets and liabilities, deferred tax assets and acquired marketed product rights for Abecma.

The results of operations and cash flows for 2seventy bio were included in the consolidated financial statements commencing on the acquisition date and were not material. Historical financial results of the acquired entity were not significant.

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which is included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).
Three Months Ended September 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in millions202620252026202520262025
Diabetes business - royalties
$— $287 $— $— $— $(286)
Mature products and other2 2 — 8 — — 
Total$2 $289 $— $8 $— $(286)
Nine Months Ended September 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in millions202620252026202520262025
Diabetes business - royalties$273 $839 $— $— $— $(844)
Mature products and other(a)
237 13 (162)1 — — 
Total$510 $852 $(162)$1 $— $(844)
(a)    Includes net cash proceeds of $164 million and a divestiture gain of $109 million related to the sale of BMS's 60% ownership stake in Sino-American Shanghai Squibb Pharmaceuticals Limited during the nine months ended September 30, 2026.

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS received royalty payments of 14% in 2025 based on net sales. Royalty payments under this agreement terminated as of December 31, 2025.

10

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Keytruda* royalties
$(153)$(150)$(461)$(434)
Tecentriq* royalties
(13)(12)(38)(34)
Contingent milestone income— — — (40)
Amortization of deferred income(12)(12)(36)(36)
Other royalties and licensing income(22)(102)(45)(152)
Royalty and licensing income$(200)$(276)$(580)$(697)

Keytruda* Patent License Agreement

BMS and Ono are parties to a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. Under the agreement, Merck is obligated to pay 2.5% royalties on global sales of Keytruda* from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively, after adjusting for each party's legal fees.

Tecentriq* Patent License Agreement

BMS and Ono are parties to a global patent license agreement with Roche related to Tecentriq*, Roche’s anti-PD-L1 antibody. Under the agreement, Roche is obligated to pay single-digit royalties on worldwide net sales of Tecentriq* through December 31, 2026. The royalties are shared between BMS and Ono consistent with existing agreements.

In-license and other arrangements

Hengrui License Agreements

In May 2026, BMS and Hengrui entered into global license agreements to advance a portfolio of 13 early stage assets in oncology, hematology and immunology. BMS has exclusive worldwide rights to all assets outside of mainland China, Hong Kong SAR and Macau SAR (the "Hengrui Territory"), and Hengrui has exclusive rights to all assets within the Hengrui Territory. The transaction closed in July 2026.

BMS made an upfront payment to Hengrui of $600 million during the three months ended September 30, 2026 and will make a noncancellable $175 million anniversary payment in 2027, each of which were recorded as Acquired IPRD during the three months ended September 30, 2026. Additionally, Hengrui is eligible to receive (i) a $175 million second anniversary payment, which will be payable in 2028 provided that there is no prior termination of the agreement by BMS, (ii) up to $14.3 billion of contingent development, regulatory and sales-based milestones and (iii) tiered royalties on future net sales of all products outside of the Hengrui Territory.

Priority Review Voucher

BMS acquired a priority review voucher for $220 million, which was recorded as Research and development expense during the nine months ended September 30, 2026.

Philochem

In August 2025, BMS obtained a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer. BMS is responsible for the research, development, manufacturing and commercialization of OncoACP3 following the completion of specific agreed-upon development activities by Philochem.

The transaction included an upfront payment of $350 million, which was recorded as Acquired IPRD during the three months ended September 30, 2025. Philochem is also eligible to receive contingent development, regulatory and sales-based milestones up to $1.0 billion and royalties on global net sales.

11

Reblozyl and Winrevair* License Agreements

BMS and Merck are parties to a global licensing agreement pursuant to which BMS licenses Reblozyl from Merck. Under the agreement, BMS is responsible for the development and commercialization of Reblozyl. BMS pays tiered royalties to Merck ranging from 20% to 24% of net sales, which are recorded in Cost of products sold. Royalty expense incurred by BMS under the agreement was $169 million and $458 million during the three and nine months ended September 30, 2026 and $132 million and $361 million during the three and nine months ended September 30, 2025, respectively.

Additionally, BMS and Merck are parties to a separate global licensing agreement pursuant to which Merck licenses Winrevair*, a novel activin signaling inhibitor indicated for the treatment of adults with pulmonary arterial hypertension, from BMS. Under the agreement, Merck is responsible for the development and commercialization of Winrevair*. BMS receives royalties from Merck equal to 22% of net sales, which are recorded in Other revenues. Royalties earned by BMS under the agreement were $151 million and $405 million during the three and nine months ended September 30, 2026 and $86 million and $211 million during the three and nine months ended September 30, 2025, respectively.


Note 5. OTHER (INCOME)/EXPENSE, NET
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Interest expense
$403 $480 $1,220 $1,459 
Royalty income - divestitures (Note 4)
— (286)— (844)
Royalty and licensing income (Note 4)(200)(276)(580)(697)
Investment income
(118)(161)(323)(438)
Provision for restructuring (Note 6)187 75 247 432 
Litigation and other settlements(a)
3 165 11 424 
Contingent consideration(b)
— — — 336 
Equity investment (gains)/losses, net (Note 9)
26 (190)(222)(90)
Integration expenses (Note 6)10 36 46 110 
Divestiture (gains)/losses, net (Note 4)— 8 (162)1 
Other
(4)40 41 33 
Other (income)/expense, net
$307 $(108)$279 $725 
(a)     Reflects charges related to a securities litigation matter during the three months ended September 30, 2025. Additionally, the nine months ended September 30, 2025 includes amounts related to a pricing, sales and promotional practices dispute.
(b)    During the nine months ended September 30, 2025, BMS recorded a $336 million charge, reflecting a change in the fair value of the Mirati contingent value rights, which was primarily driven by revised assumptions around the probability of achieving a specified regulatory milestone.



12

Note 6. RESTRUCTURING

2023 Restructuring Plan

In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery, (ii) enhancing BMS's commercial operating model, and (iii) establishing a more responsive manufacturing network. Total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.9 billion incurred to date. The remaining charges consist primarily of site exit costs, including impairment and accelerated depreciation of property, plant and equipment, and employee termination costs.

Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from acquisitions. For these plans, the remaining charges of approximately $30 million consist primarily of IT system integration costs, employee termination costs, and to a lesser extent, site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

The following provides the charges related to restructuring initiatives by type of cost:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
2023 Restructuring Plan$188 $193 $119 $567 
Other Acquisition Plans
10 39 49 134 
Total charges$198 $232 $168 $701 
Employee termination costs$180 $71 $226 $423 
Other termination costs6 4 20 8 
Provision for restructuring187 75 247 432 
Integration expenses10 36 46 110 
Accelerated depreciation1 9 1 36 
Asset impairments— 111 4 128 
Other shutdown (income)/expense, net— 1 (130)(4)
Total charges$198 $232 $168 $701 
Cost of products sold$— $110 $3 $114 
Selling, general and administrative— 1 1 6 
Research and development1 10 6 49 
Other (income)/expense, net197 111 159 532 
Total charges$198 $232 $168 $701 

The following summarizes the charges and spending related to restructuring plan activities:
Nine Months Ended September 30,
Dollars in millions20262025
Beginning balance $315 $297 
Provision for restructuring247 432 
Payments(297)(452)
Foreign currency translation and other(4)10 
Ending balance$260 $287 


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Note 7. INCOME TAXES
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Earnings/(Loss) before income taxes
$2,536 $3,114 $9,862 $7,858 
Income tax provision
374 919 1,705 1,888 
Effective tax rate14.8 %29.5 %17.3 %24.0 %

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The decreases in the effective tax rates for the third quarter of 2026 and year-to-date were primarily driven by jurisdictional earnings mix and the addition of $160 million of reserves recorded during the three months ended September 30, 2025.

Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the tax code.

BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In 2022, BMS entered the IRS administrative appeals process to resolve these matters, and that appeals process is ongoing. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements. BMS believes that it has adequately provided for all open tax years by jurisdiction.

Note 8. EARNINGS/(LOSS) PER SHARE
Three Months Ended September 30,Nine Months Ended September 30,
Amounts in millions, except per share data2026202520262025
Net earnings/(loss) attributable to BMS
$2,162 $2,201 $8,156 $5,967 
Weighted-average common shares outstanding – basic2,043 2,036 2,041 2,034 
Incremental shares attributable to share-based compensation plans10 3 8 5 
Weighted-average common shares outstanding – diluted2,053 2,039 2,049 2,039 
Earnings/(Loss) per common share
Basic$1.06 $1.08 $4.00 $2.93 
Diluted1.05 1.08 3.98 2.93 

The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was not material for the three and nine months ended September 30, 2026 and was 21 million and 18 million for the three and nine months ended September 30, 2025.


14

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
September 30, 2026December 31, 2025
Dollars in millionsLevel 1Level 2Level 3Level 1Level 2Level 3
Cash and cash equivalents
Money market and other securities$— $6,947 $— $— $6,891 $— 
Marketable debt securities
Certificates of deposit— 2,820 — — 350 — 
Corporate debt securities— 431 — — 439 — 
U.S. Treasury securities— 134 — — 71 — 
Derivative assets— 353 — — 303 — 
Equity investments
315 — 109 552 — 85 
Derivative liabilities— 323 — — 123 — 
Contingent consideration liability
Contingent value rights(a)
— — 607 3 — 607 
(a)    Includes the fair value of contingent value rights associated with the Mirati acquisition. The fair value of contingent value rights was estimated using a probability-weighted expected return method.

As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2025 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). Equity investments subject to contractual sale restrictions were not material as of September 30, 2026 and December 31, 2025.

Marketable Debt Securities

The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of September 30, 2026 and December 31, 2025.

Equity Investments

The following summarizes the carrying amount of equity investments:
Dollars in millionsSeptember 30,
2026		December 31,
2025
Equity investments with RDFV
$315 $552 
Equity investments without RDFV
782 806 
Limited partnerships and other investments845 738 
Total equity investments$1,942 $2,096 

15

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Equity investments with RDFV
Net (gains)/losses recognized$91 $(166)$7 $(166)
Less: net (gains)/losses recognized on investments sold— — (7)5 
Net unrealized (gains)/losses recognized on investments still held91 (166)13 (171)
Equity investments without RDFV
Upward adjustments
(70)— (247)(11)
Net realized (gains)/losses recognized on investments sold4 (36)38 (17)
Impairments and downward adjustments
20 6 84 51 
Limited partnerships and other investments
Equity in net (income)/loss of affiliates and other adjustments
(19)6 (104)53 
Total equity investment (gains)/losses
$26 $(190)$(222)$(90)

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of September 30, 2026 were $294 million and $200 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

BMS enters into foreign currency forward and purchased local currency put option contracts (foreign currency exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign currency exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign currency exchange contracts, which are designated as cash flow hedges, are temporarily recorded in AOCL and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). Beginning in 2026, gains and losses on foreign currency cash flow hedges related to intercompany inventory sales, which were previously presented in Cost of products sold, are now presented in Alliance and other revenues due to a change in the nature of the hedged item. As of September 30, 2026, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax gains of $18 million into Alliance and other revenues for the Company's foreign currency exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $3.6 billion for the euro contracts and $892 million for the Japanese yen contracts as of September 30, 2026.

BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $584 million as of September 30, 2026.

Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.


16

Net Investment Hedges

Cross-currency swap contracts of $560 million as of September 30, 2026 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was attributed to the Japanese yen of $362 million and the euro of $199 million as of September 30, 2026. Foreign currency forward contracts and zero-cost collar contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of September 30, 2026, the notional amounts for both of these contracts were zero.

During the three and nine months ended September 30, 2026 and 2025, the amortization of gains related to the portion of the Company's net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges

Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as an adjustment to interest expense over the remaining term of the hedged item.

Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.

The following table summarizes the fair value and the notional values of outstanding derivatives:
September 30, 2026December 31, 2025
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Dollars in millionsNotionalFair ValueNotionalFair ValueNotionalFair ValueNotionalFair Value
Designated as cash flow hedges
Foreign currency exchange contracts
$5,059 $204 $531 $(41)$5,074 $145 $1,542 $(64)
Cross-currency swap contracts584 57 — — 584 65 — — 
Designated as net investment hedges
Cross-currency swap contracts362 29 199 (20)362 39 345 (48)
Designated as fair value hedges
Interest rate swap contracts200 — 5,855 (206)4,000 46 555 (5)
Not designated as hedges
Foreign currency exchange contracts2,989 63 2,784 (50)1,887 8 667 (5)
Total return swap contracts(c)
— — 480 (7)— — 447 (1)
(a)    Included in Other current assets and Other non-current assets.
(b)    Included in Other current liabilities and Other non-current liabilities.
(c)    Total return swap contracts hedge changes in fair value of certain deferred compensation liabilities.

17

The following table summarizes the financial statement classification and amount of gains and losses recognized on hedges:
Three Months Ended September 30, 2026Nine Months Ended September 30, 2026
Dollars in millions
Gains/(losses) recognized in
Alliance and other revenues
(Gains)/losses recognized in
Other (income)/expense, net
Gains/(losses) recognized in
Alliance and other revenues
(Gains)/losses recognized in
Other (income)/expense, net
Foreign currency exchange contracts
$(7)$(2)$(31)$(40)
Cross-currency swap contracts— 1 — 12 
Interest rate swap contracts— (3)— (12)
Forward interest rate contracts
— (1)— (4)
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Dollars in millions(Gains)/losses recognized in
Cost of products sold		(Gains)/losses recognized in
Other (income)/expense, net		(Gains)/losses recognized in
Cost of products sold		(Gains)/losses recognized in
Other (income)/expense, net
Foreign currency exchange contracts$34 $(3)$21 $21 
Cross-currency swap contracts— (4)— (130)
Interest rate swap contracts— 2 — 1 
Forward interest rate contracts
— (1)— (4)

The following table summarizes the effect of derivative instruments designated as hedges in Other comprehensive income/(loss):
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Derivatives designated as cash flow hedges
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)$(13)$33 $78 $(481)
Reclassified to Alliance and other revenues
7 — 31 — 
Reclassified to Cost of products sold
— 34 — 21 
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)(4)(4)(8)90 
Reclassified to Other (income)/expense, net5 — 23 (122)
Forward interest rate contract gains/(losses):
Reclassified to Other (income)/expense, net(1)(1)(4)(4)
Derivatives designated as net investment hedges
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)(16)16 (1)(47)
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)(20)(19)(6)(96)

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:
Dollars in millionsSeptember 30,
2026		December 31,
2025
Non-U.S. short-term financing obligations
$260 $284 
Current portion of Long-term debt768 1,977 
Short-term debt obligations
$1,028 $2,261 

Under its commercial paper program, BMS may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance.
18

Long-term debt and the current portion of Long-term debt include:
Dollars in millionsSeptember 30,
2026		December 31,
2025
Principal value$42,376 $44,323 
Adjustments to principal value:
Fair value of interest rate swap contracts(206)41 
Unamortized basis adjustment from swap terminations51 60 
Unamortized bond discounts and issuance costs(330)(347)
Unamortized purchase price adjustments of Celgene debt725 751 
Total$42,617 $44,827 
Current portion of Long-term debt$768 $1,977 
Long-term debt41,849 42,850 
Total$42,617 $44,827 

The fair value of Long-term debt, including the current portion, was $36.0 billion as of September 30, 2026 and $41.5 billion as of December 31, 2025 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the nine months ended September 30, 2026, $1.7 billion of debt matured and was repaid, including the $1.2 billion 3.20% Notes and $500 million of floating rate notes.

During the nine months ended September 30, 2025, the $229 million 3.875% Notes and €575 million 1.000% Euro Notes matured and were repaid.

Interest payments were $1.3 billion and $1.7 billion for the nine months ended September 30, 2026 and 2025, respectively, net of amounts related to interest rate swap contracts.

Guarantees

See “Note 10. Financing Arrangements” in our 2025 Form 10-K for information on BMS’s guarantee of debt.

Credit Facilities

As of September 30, 2026 and December 31, 2025, BMS had a five-year $5.0 billion revolving credit facility, which is extendable annually by one year with the consent of the lenders. In January 2026, the Company extended the termination date of the credit facility from January 2030 to January 2031. The facility provides for customary terms and conditions with no financial covenants and is used to provide backup liquidity for the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit facility as of September 30, 2026 and December 31, 2025.

Note 11. RECEIVABLES
Dollars in millionsSeptember 30,
2026		December 31,
2025
Trade receivables$10,035 $11,370 
Less charge-backs and cash discounts
(782)(1,720)
Less allowance for expected credit loss
(60)(58)
Net trade receivables9,192 9,592 
Alliance, royalties, VAT and other1,447 1,821 
Receivables$10,639 $11,414 

Non-U.S. receivables sold on a nonrecourse basis were $89 million and $267 million for the nine months ended September 30, 2026 and 2025, respectively. Receivables from the three largest customers in the U.S. represented 71% and 75% of total trade receivables as of September 30, 2026 and December 31, 2025, respectively.

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Note 12. INVENTORIES
Dollars in millionsSeptember 30,
2026		December 31,
2025
Finished goods$989 $900 
Work in process2,894 3,159 
Raw and packaging materials373 281 
Total inventories$4,256 $4,340 
Inventories$2,704 $2,690 
Other non-current assets1,552 1,650 

Note 13. PROPERTY, PLANT AND EQUIPMENT
Dollars in millionsSeptember 30,
2026		December 31,
2025
Land$164 $157 
Buildings7,972 7,270 
Machinery, equipment and fixtures4,041 3,790 
Construction in progress1,483 1,619 
Gross property, plant and equipment13,660 12,836 
Less accumulated depreciation(5,688)(5,293)
Property, plant and equipment$7,971 $7,543 
Depreciation expense was $151 million and $430 million for the three and nine months ended September 30, 2026 and $159 million and $489 million for the three and nine months ended September 30, 2025, respectively.

Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amounts in Goodwill were as follows:
Dollars in millions
Balance at December 31, 2025
$21,754 
Currency translation and other adjustments(19)
Balance at September 30, 2026
$21,735 

Other Intangible Assets

Other intangible assets consisted of the following:
Estimated
Useful Lives		September 30, 2026December 31, 2025
Dollars in millions
Gross carrying amountsAccumulated amortizationOther intangible assets, net Gross carrying amountsAccumulated amortizationOther intangible assets, net
R&D technology
6 years
$1,980 $(853)$1,128 $1,980 $(605)$1,375 
Acquired marketed product rights
3 – 17 years
63,653 (52,699)10,954 61,385 (51,646)9,739 
Capitalized software
3 – 10 years
1,548 (1,164)384 1,453 (1,064)389 
IPRD4,470 — 4,470 7,600 — 7,600 
Total$71,651 $(54,715)$16,936 $72,418 $(53,315)$19,103 

Amortization expense of Other intangible assets was $491 million and $1.4 billion during the three and nine months ended September 30, 2026 and $867 million and $2.6 billion for the three and nine months ended September 30, 2025, respectively.

In August 2026, $2.3 billion of IPRD was reclassified to acquired marketed product rights upon approval of Zenbexus in the U.S.

During the nine months ended September 30, 2026, IPRD impairment charges of $830 million were recorded in Research and development expense. The charges reflect a partial write-down of an oncology asset based on recent clinical results and development plan changes and a partial write-down of a radiopharmaceutical asset driven by an indication realignment within our portfolio.
20


During the three and nine months ended September 30, 2025, $85 million and $385 million, respectively, of IPRD impairment charges were recorded in Research and development expense. The charges represented a full write-down of an oncology asset due to pipeline reprioritization and a partial write-down of a separate oncology asset resulting from revised cash flow projections.

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION
Dollars in millionsSeptember 30,
2026		December 31, 2025
Income taxes$2,126 $2,920 
Research and development756 753 
Contract assets85 192 
Other877 748 
Other current assets$3,844 $4,613 

Dollars in millionsSeptember 30,
2026		December 31, 2025
Equity investments (Note 9)$1,942 $2,096 
Operating leases
1,480 1,582 
Inventories (Note 12)
1,552 1,650 
Pension and postretirement335 330 
Research and development230 250 
Other560 566 
Other non-current assets$6,099 $6,474 

Dollars in millionsSeptember 30,
2026		December 31, 2025
Rebates and discounts$4,915 $8,844 
Income taxes727 979 
Employee compensation and benefits1,122 1,561 
Research and development1,793 1,434 
Dividends1,288 1,283 
Interest589 484 
Royalties565 537 
Operating leases220 202 
Other1,877 2,256 
Other current liabilities$13,098 $17,581 

Dollars in millionsSeptember 30,
2026		December 31, 2025
Income taxes $900 $1,407 
Pension and postretirement299 330 
Operating leases
1,713 1,826 
Deferred income128 169 
Deferred compensation514 487 
Contingent value rights (Note 9)
607 607 
Other377 216 
Other non-current liabilities$4,538 $5,043 

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Note 16. EQUITY

The following table summarizes changes in equity during the nine months ended September 30, 2026:
Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and shares in millionsSharesPar ValueSharesCost
Balance at December 31, 2025
2,923 $292 $46,387 $(1,524)$16,896 887 $(43,579)$33 
Net earnings/(loss)— — — — 2,677 — — 1 
Other comprehensive income/(loss)
— — — 155 — — — — 
Cash dividends declared $0.63 per share
— — — — (1,286)— — — 
Stock compensation— — (13)— — (6)64 — 
Balance at March 31, 2026
2,923 $292 $46,374 $(1,370)$18,287 881 $(43,515)$34 
Net earnings/(loss)— — — — 3,317 — — (1)
Other comprehensive income/(loss)
— — — 79 — — — — 
Cash dividends declared $0.63 per share
— — — — (1,288)— — — 
Stock compensation— — 130 — — (1)11 — 
Distributions and other— — — — — — — (33)
Balance at June 30, 2026
2,923 $292 $46,504 $(1,290)$20,316 880 $(43,504)$— 
Net earnings/(loss)
— — — — 2,162 — — — 
Other comprehensive income/(loss)
— — — 9 — — — — 
Cash dividends declared $0.63 per share
— — — — (1,288)— — — 
Stock compensation— — 170 — — (1)33 — 
Balance at September 30, 2026
2,923 $292 $46,674 $(1,281)$21,190 879 $(43,471)$— 

The following table summarizes changes in equity during the nine months ended September 30, 2025:
Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and shares in millionsSharesPar ValueSharesCost
Balance at December 31, 2024
2,923 $292 $46,024 $(1,238)$14,912 894 $(43,655)$53 
Net earnings/(loss)— — — — 2,456 — — 6 
Other comprehensive income/(loss)
— — — (185)— — — — 
Cash dividends declared $0.62 per share
— — — — (1,262)— — — 
Stock compensation— — (13)— — (6)59 — 
Balance at March 31, 2025
2,923 $292 $46,011 $(1,424)$16,106 888 $(43,597)$59 
Net earnings/(loss)
— — — — 1,310 — — 2 
Other comprehensive income/(loss)
— — — (130)— — — — 
Cash dividends declared $0.62 per share
— — — — (1,262)— — — 
Stock compensation— — 123 — — — 6 — 
Distributions— — — — — — — (8)
Balance at June 30, 2025
2,923 $292 $46,134 $(1,554)$16,154 888 $(43,590)$54 
Net earnings/(loss)
— — — — 2,201 — — (6)
Other comprehensive income/(loss)
— — — 41 — — — — 
Cash dividends declared $0.62 per share
— — — — (1,262)— — — 
Stock compensation— — 131 — — (1)4 — 
Balance at September 30, 2025
2,923 $292 $46,265 $(1,513)$17,093 887 $(43,586)$48 


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The components of Other comprehensive income/(loss) were as follows:
Three Months Ended September 30, 2026Nine Months Ended September 30, 2026
Dollars in millionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)
$(17)$— $(17)$70 $(22)$48 
Reclassified to net earnings(a)
10 (3)7 50 (14)36 
Derivatives qualifying as cash flow hedges(6)(3)(9)120 (36)83 
Pension and postretirement benefits
Actuarial gains/(losses)(1)— (1)1 — 1 
Amortization(b)
1 — 1 5 (2)3 
Settlements(b)
— — — 5 (1)4 
Pension and postretirement benefits— — — 11 (3)8 
Marketable debt securities
Unrealized gains/(losses)(6)1 (4)(11)3 (9)
Foreign currency translation14 8 23 159 2 160 
Other comprehensive income/(loss)$3 $6 $9 $278 $(35)$243 

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Dollars in millionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)
$29 $(5)$24 $(391)$80 $(311)
Reclassified to net earnings(a)
32 (8)24 (104)20 (84)
Derivatives qualifying as cash flow hedges61 (13)48 (495)100 (395)
Pension and postretirement benefits
Actuarial gains/(losses)23 (6)17 23 (6)17 
Amortization(b)
— 1 1 4 — 5 
Pension and postretirement benefits23 (4)19 27 (5)22 
Marketable debt securities
Unrealized gains/(losses)— — — 2 — 2 
Foreign currency translation(27)1 (26)64 33 96 
Other comprehensive income/(loss)$58 $(17)$41 $(403)$127 $(275)
(a)Included in Alliance and other revenues, Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.
(b)Included in Other (income)/expense, net.

The accumulated balances related to each component of Other comprehensive income/(loss), net of taxes, were as follows:
Dollars in millionsSeptember 30,
2026		December 31,
2025
Derivatives qualifying as cash flow hedges$120 $37 
Pension and postretirement benefits(559)(566)
Marketable debt securities(6)3 
Foreign currency translation(a)
(837)(997)
Accumulated other comprehensive loss$(1,281)$(1,524)
(a)Includes net investment hedge gains of $100 million and $105 million as of September 30, 2026 and December 31, 2025, respectively.

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Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Cost of products sold$16 $16 $47 $47 
Selling, general and administrative
58 58 171 170 
Research and development65 66 201 203 
Total stock-based compensation expense
$138 $139 $419 $420 
Income tax benefit$30 $29 $87 $88 

The number of units granted and the weighted-average fair value on the grant date for the nine months ended September 30, 2026 were as follows:
Units in millionsUnitsWeighted-Average Fair Value
Restricted stock units11.0 $54.19 
Market share units1.0 $62.54 
Performance share units0.5 $58.43 
Dollars in millionsRestricted Stock UnitsMarket Share UnitsPerformance Share Units
Unrecognized compensation cost$939 $89 $46 
Expected weighted-average period in years of compensation cost to be recognized2.62.01.6

Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES

BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations, and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability, and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. Legal proceedings that are significant or that BMS believes could become significant or material are described below.

BMS is vigorously defending against the legal proceedings in which it is named as a defendant and believes it has substantial claims and/or defenses in each matter. While the outcomes of these proceedings and other contingencies BMS is subject to are inherently unpredictable and uncertain, BMS does not believe that any of these matters will have a material adverse effect on BMS’ financial position or liquidity, though they could possibly be material to the Company's consolidated results of operations in any one accounting period. There can be no assurance that there will not be an increase in the scope of one or more of the matters described below or that any other or future lawsuits, claims, government investigations, or other legal proceedings will not be material to BMS’s financial position, results of operations, or cash flows for a particular period. Furthermore, failure to successfully enforce BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. If BMS is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " — Note 7. Income Taxes."

24

INTELLECTUAL PROPERTY

Camzyos - U.S.
In May and June 2026, BMS received Notice Letters from Aurobindo Pharma Ltd. ("Aurobindo"), Zenara Pharma Pvt. Ltd. ("Zenara"), Micro Labs Ltd. ("Micro Labs"), Dr. Reddy's Laboratories Limited ("DRL"), Annora Pharma Private Limited ("Annora"), Apotex Inc. ("Apotex"), and MSN Laboratories Pvt. Ltd. ("MSN") notifying BMS that each had filed an ANDA containing a paragraph IV certification seeking approval to market a generic mavacamten product in the U.S. before the expiration of certain BMS patents. In response, BMS initiated patent infringement actions against each company in the U.S. District Court for the District of Delaware.

Eliquis - U.S.
In November 2025, BMS received a Notice Letter from Azurity Pharmaceuticals, Inc. (“Azurity”) notifying BMS that Azurity had filed a 505(b)(2) application containing a paragraph IV certification seeking approval to market apixaban products in the U.S. and challenging a formulation patent listed in the Orange Book for Eliquis but not the composition of matter patent. In response, BMS and Pfizer initiated a patent infringement action against Azurity in the U.S. District Court for the District of Delaware. In October 2026, the court dismissed the case following settlement.

In September 2026, BMS received a Notice Letter from TAHO Pharmaceuticals Limited (“TAHO”) notifying BMS that TAHO had filed a 505(b)(2) application containing a paragraph IV certification seeking approval to market apixaban products in the U.S. and challenging a formulation patent listed in the Orange Book for Eliquis but not the composition of matter patent. In response, BMS and Pfizer initiated a patent infringement action against TAHO in the U.S. District Court for the District of Delaware in October 2026.

Eliquis - Europe
BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have concluded in Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Finland, France, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

To date, courts in these jurisdictions have rendered the following decisions:
•The court made a final negative decision in the UK, and generics are now on the market there.
•The courts made final positive decisions in Norway, Spain, Sweden, and Switzerland. In addition, the courts made initial positive decisions in France, Belgium, Croatia, Hungary, and the Netherlands which are now final, following settlement.
•The courts made initial negative decisions in Finland, Ireland, Poland, and Slovakia. In Finland and Ireland, the appeals court overturned the initial decisions and remanded the cases to the lower court. The case in Ireland is now settled. In Poland, an appeal is pending.
•The courts made initial positive decisions in Denmark, the Czech Republic, Greece, and Portugal. In Denmark, an appeal is pending. In Portugal and Greece, the positive decisions were upheld on appeal. In the Czech Republic, the appeals court remanded the case to the lower court, which confirmed the positive decision, and the case is now settled.

One or more generics have entered the market in Poland while proceedings are pending. Additional generic manufacturers may seek to market generic apixaban products in these or additional countries in Europe prior to the expiration of the Company's patents, which may lead to additional infringement and invalidity actions in Europe.

Opdivo - U.S.
In September 2026, BMS and Ono Pharmaceutical Co., Ltd. initiated a patent infringement action against Amgen, Inc. in the U.S. District Court for the District of Delaware based on Amgen’s filing of an abbreviated Biologics License Application (aBLA) with the FDA seeking approval to market a nivolumab biosimilar in the U.S.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* Texas Litigation
In November 2025, BMS and certain Sanofi entities were named defendants in a Texas state court action in Harrison County, Texas brought by the attorney general of Texas (the “Texas AG") and by a qui tam relator on behalf of the State of Texas relating to the labeling, sales, and promotion of Plavix*. The case was removed to the U.S. District Court for the Eastern District of Texas but was remanded to state court in Harrison County in March 2026. Also in November 2025, BMS and certain Sanofi entities sued the Texas AG in state court in Travis County, Texas to enjoin the Texas AG's lawsuit, although in April 2026 the Travis County court abated that lawsuit pending disposition of the Harrison County case. The abetment ruling has been appealed.
25

SECURITIES LITIGATION

Contingent Value Rights Litigations
In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene in November 2019. An entity claiming to be the successor trustee under the CVR Agreement alleged that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the alleged successor trustee. The plaintiff sought damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the allegations. BMS filed a motion to dismiss the alleged successor trustee’s complaint for failure to state a claim upon which relief can be granted, which was denied in June 2022. In February 2024, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction. In September 2024, the court granted BMS’s motion and dismissed the lawsuit for lack of subject matter jurisdiction without prejudice to the refiling of a new lawsuit by a properly appointed trustee. The plaintiff appealed, and BMS cross-appealed from the denial of its first motion to dismiss. In August 2026, the U.S. Court of Appeals for the Second Circuit vacated the dismissal and judgment and remanded the case to the district court for further proceedings.

In November 2024, the same entity claiming to be successor trustee filed a new lawsuit against BMS making similar allegations to the previously dismissed case and attempting to remedy its jurisdictional deficiency. The plaintiff’s new complaint also named the original CVR Agreement Trustee and sought a judgment that plaintiff is Trustee. In February 2025, plaintiff filed an amended complaint. In March 2025, BMS filed a motion to dismiss the amended complaint for lack of subject matter jurisdiction and failure to state a claim. In December 2025, the court denied that motion in substantial part, finding the plaintiff to be the successor trustee, but dismissed two of the five claims asserted in the amended complaint. In the same case, the original trustee (which also has been named a defendant) filed putative crossclaims against BMS in the event that it is later found to be the trustee. In December 2025, BMS filed a motion to dismiss the crossclaims for lack of subject matter jurisdiction or failure to state a claim. In May 2026, the court entered an order staying proceedings on the putative crossclaims pending a final determination of the identity of the trustee.

After the case that was filed in June 2021 was remanded by the Second Circuit, the district court consolidated the two actions under the caption for the original case. A trial date has been set for January 2028.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County, asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of securities laws. In June 2024, the court granted defendants’ motion to dismiss the complaint in its entirety without prejudice to file an amended complaint. The plaintiff filed an amended complaint which was dismissed with prejudice in February 2025. The plaintiff appealed the dismissal and in August 2026, the Appellate Division affirmed in full and across all claims. The plaintiff did not petition for review of that decision by the New Jersey Supreme Court.

OTHER LITIGATION

HRSA 340B Litigation
On November 26, 2024, BMS filed a lawsuit against Carole Johnson, Administrator of Health Resources & Services Administration (“HRSA”) and Xavier Becerra, U.S. Secretary of HHS, challenging HRSA’s determination that BMS could not implement a cash rebate model for the 340B drug pricing program. BMS is seeking a determination that HRSA’s actions violate the Administrative Procedure Act and the United States Constitution. In May 2025, the U.S. District Court for the District of Columbia granted HRSA summary judgment on BMS’s claims. The U.S. Court of Appeals for the D.C. Circuit affirmed the District Court's judgment in July 2026.

Arkansas 340B Litigation
In July 2026, the Arkansas Attorney General, on behalf of the State of Arkansas, filed a complaint in the Circuit Court of Polk County, Arkansas against BMS and other pharmaceutical manufacturers, along with a non-manufacturer technology vendor. The complaint alleges that the defendants’ policies conditioning 340B program drug discounts on the use of a limited number of contract pharmacies and/or the submission of claims and other utilization data violate the Arkansas Deceptive Trade Practices Act (ADTPA). The complaint seeks civil penalties and injunctive relief. In September 2026, the case was removed to the U.S. District Court for the Western District of Arkansas.

26

Thalomid and Revlimid Litigations
Beginning in November 2014, putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws in connection with, among other things, activities related to obtaining and litigating certain Revlimid patents. In October 2020, the district court entered a final order approving a class settlement and dismissed the matter. Certain entities—including entities that opted out of the settlement class and others who claim that their suits are not covered by that settlement—have since filed additional suits against Celgene and BMS, pursuing similar claims based on related theories, and a subset of plaintiffs brought additional claims related to copay assistance for Thalomid and Revlimid. Those new suits are principally being litigated in the U.S. District Court for the District of New Jersey. The Court dismissed certain of those complaints with leave to amend in June 2024. All plaintiffs filed amended complaints in August 2024. The defendants filed motions to dismiss those complaints. In September 2026, the Court denied the motion to dismiss Plaintiffs’ antitrust claims challenging the Celgene patent litigation settlement with Natco Pharma Limited. All other motions to dismiss have been administratively terminated with the potential to be reinstated at a later date.

Related actions are also pending in San Francisco Superior Court and the Philadelphia County Court of Common Pleas. No activity is expected in these cases until disposition of the New Jersey actions. No trial dates have been scheduled.

Pomalyst Antitrust Class Action
Beginning in September 2023, certain entities filed putative class actions against Celgene, BMS, and certain individuals in the U.S. District Court for the Southern District of New York asserting claims under various antitrust, consumer protection, and unjust enrichment laws in connection with activities related to obtaining and litigating certain Pomalyst patents. In March 2025, the court dismissed the complaints against Celgene, BMS and the named individuals. Plaintiffs sought leave to amend their complaints, and in March 2026, the court denied plaintiffs’ motion for leave to amend and entered judgment in favor of the defendants. In April 2026, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit where briefing is ongoing.

ENVIRONMENTAL PROCEEDINGS

As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA and Other Remediation Matters
With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other "potentially responsible parties," and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be $64 million as of September 30, 2026, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties).

27

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows. Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

EXECUTIVE SUMMARY

Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value. Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence and strategically allocate capital for long-term growth and shareholder returns. Our R&D strategy is designed to invest in the most promising science and to consistently execute in a way that translates that science into new medicines with the highest probability of success. To execute this strategy, we focus on three key priorities: science, execution, and value. Additionally, we are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our 2025 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In 2026, we have achieved multiple regulatory approvals across our portfolio, including: (i) approval of our first CELMoD, Zenbexus (iberdomide), in combination with daratumumab and hyaluronidase-fihj and dexamethasone for the treatment of adult patients with MM who have received at least one prior line of therapy including a proteasome inhibitor and an immunomodulatory agent in the U.S.; (ii) approval of Camzyos for pediatric patients with symptomatic oHCM in the U.S.; (iii) approval of Sotyktu for the treatment of adults with active PsA in the U.S. and EU; and (iv) approval of Opdivo for cHL in the U.S. and EU. We have also made meaningful progress advancing our pipeline, highlighted by: (i) topline Phase III results from the ALOFT-IPF study of admilparant in adults with IPF, which met its primary endpoint at the 60 mg dose; (ii) positive topline interim Phase III results from the ACTION-1 study of RYZ101 in patients with SSTR+ GEP-NETs who have progressed following Lu177-based therapy; (iii) FDA acceptance of our NDA for mezigdomide in RRMM with a PDUFA date of May 13, 2027; (iv) positive interim Phase II results from the ROSETTA Lung-02 study of pumitamig in patients with previously untreated advanced NSCLC; (v) positive topline Phase II results from the registrational QUINTESSENTIAL study of arlo-cel in adult patients with quadruple-class exposed RRMM; and (vi) positive interim results from two Phase III studies conducted in China for iza-bren in heavily pretreated, unresectable locally advanced or metastatic TNBC and recurrent or metastatic ESCC.

We continue to view business development as an important component of our strategy, focusing on opportunities where we can add strategic value and deliver returns. In May 2026, we entered into global license agreements with Hengrui to develop and commercialize 13 early stage assets in oncology, hematology and immunology. For additional information relating to this arrangement, refer to "Item 1. Financial Statements — Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements". Additionally, in August 2026, we announced plans to build a new, state-of-the-art multi-modal manufacturing campus in Houston, Texas, and a new, radiopharmaceutical manufacturing facility in Whitestown, Indiana, reflecting our continuing efforts to invest in research and development, technology and domestic production within the U.S.

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions. As a result of an expansion in 2025, we expect to realize annual cost savings of approximately $2.0 billion by the end of 2027. The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.


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Financial Highlights
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions, except per share data2026202520262025
Total Revenues$13,069 $12,222 $37,532 $35,692 
Diluted earnings/(loss) per share
GAAP$1.05 $1.08 $3.98 $2.93 
Non-GAAP1.35 1.63 4.97 4.89 

Revenues increased 7% during the third quarter of 2026 and 5% year-to-date, primarily reflecting higher demand and higher average net selling prices across the Growth Portfolio and for Eliquis, which was partially offset by the impact of generics across the remainder of the Legacy Portfolio.

The $0.03 decrease in GAAP EPS for the third quarter of 2026 was primarily due to higher one-time Acquired IPRD charges in 2026 and the expiry of royalty income on diabetes products at the end of 2025, partially offset by lower amortization of acquired intangible assets and higher revenues in 2026. After adjusting for specified items, the $0.28 decrease in non-GAAP EPS was primarily due to the aforementioned higher Acquired IPRD charges and the expiry of royalty income on diabetes products, partially offset by higher revenues.

The $1.05 increase in GAAP EPS year-to-date was primarily due to lower amortization of acquired intangible assets, lower one-time Acquired IPRD charges and higher revenues in 2026, partially offset by the expiry of royalty income on diabetes products at the end of 2025. After adjusting for specified items, the $0.08 increase in non-GAAP EPS was primarily due to the aforementioned lower Acquired IPRD charges and higher revenues, partially offset by the expiry of royalty income on diabetes products.

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For further information and reconciliations relating to our non-GAAP financial measures refer to "—Non-GAAP Financial Measures."

Economic and Market Factors

Governmental Actions

Ongoing regulatory focus on prescription drugs has increased pressures across our portfolio. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which have negatively impacted, and may continue to negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. Under the IRA, the HHS announced the "maximum fair price" for a 30-day equivalent supply of Eliquis, which applies to the U.S. Medicare channel effective January 1, 2026 and the "maximum fair price" for a 30-day supply of Pomalyst, which applies to the U.S. Medicare channel effective January 1, 2027. Additionally, in January 2026, the HHS selected Orencia as a medicine subject to "negotiation" for government-set prices beginning in 2028. It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.

In December 2025, we announced the U.S. Government Agreement pursuant to which BMS will receive certain U.S. tariff relief until January 2029, including for recently imposed tariffs relating to patented pharmaceuticals and associated pharmaceutical ingredients pursuant to the Presidential Proclamation dated April 2, 2026, and will not be subject to future pricing mandates in the U.S. while the agreement remains in effect. However, such exemptions may be terminated or may not be extended. In addition, we remain subject to any current or future pricing mandates implemented outside of the U.S. It is possible that such regulations may result in a material impact on our business and results of operations.

See risk factors on governmental action items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins”, “—We could lose market exclusivity of a product earlier than expected”, “—We could experience difficulties, delays and disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products”, “—Changes to tax regulations could negatively impact our earnings” and "—Adverse changes in U.S. and global economic and political conditions could adversely affect our operations and profitability" in our 2025 Form 10-K.

29

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2026 as of October 29, 2026:
ProductDateApproval
CamzyosSeptember 2026
The FDA expanded approval of Camzyos for the treatment of symptomatic oHCM to improve functional capacity and symptoms in adults and pediatric patients weighing 30 kg (66 lbs) or more.
Zenbexus (iberdomide)August 2026
FDA approval of Zenbexus (iberdomide) in combination with daratumumab and hyaluronidase-fihj and dexamethasone (ZDd) for the treatment of adult patients with MM who have received at least one prior line of therapy including a proteasome inhibitor and an immunomodulatory agent.
OpdivoJune 2026
EC approval of Opdivo in combination with AVD, for the treatment of adult and adolescent patients 12 years and older with previously untreated, Stage III or IV cHL.
SotyktuMay 2026
EC approval of Sotyktu, alone or in combination with methotrexate, for the treatment of active PsA in adults who have had an inadequate response or who have been intolerant to a prior disease-modifying antirheumatic (DMARD) therapy.

Japan's Ministry of Health, Labour and Welfare approval of Sotyktu for the treatment of PsA in patients with an inadequate response to existing therapies.
BreyanziApril 2026
Japan's Ministry of Health, Labour and Welfare approval of Breyanzi for the treatment of both relapsed or refractory MCL and relapsed or refractory MZL.
OpdivoMarch 2026
FDA approval of Opdivo in combination with AVD, for the treatment of adult and pediatric patients 12 years and older with previously untreated, Stage III or IV cHL.

EC approval of Opdivo in combination with brentuximab vedotin, for the treatment of children 5 years of age and older, adolescents, and adults up to 30 years of age with relapsed or refractory cHL after one prior line of therapy.
SotyktuMarch 2026
FDA approval of Sotyktu for the treatment of adults with active PsA.

Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the third quarter of 2026.

Acquisitions, Divestitures, Licensing and Other Arrangements

Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for information on significant acquisitions, divestitures, licensing and other arrangements.


30

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20262025% Change
Foreign Exchange(b)
20262025% Change
Foreign Exchange(b)
United States$9,074 $8,329 9 %— %$25,853 $24,721 5 %— %
International
3,592 3,602 — %(1)%10,700 10,193 5 %2 %
Other(a)
403 290 39 %(3)%978 778 26 %(4)%
Total revenues$13,069 $12,222 7 %— %$37,532 $35,692 5 %1 %
(a)    Includes royalties and alliance-related revenues for products not sold by our regional commercial organizations, including royalties received from Merck on Winrevair*.
(b)    Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.

United States

•U.S. revenues increased 9% during the third quarter of 2026 and 5% year-to-date, reflecting higher demand and higher average net selling prices across the Growth Portfolio and for Eliquis, partially offset by the impact of generic erosion within the remainder of the Legacy Portfolio. Average U.S. net selling prices increased 7% year-to-date compared to the corresponding period a year ago, primarily driven by lower rebates as a result of the Eliquis list price reduction in 2026.

International

•International revenues were relatively flat during the third quarter of 2026 and increased 5% year-to-date, primarily due to higher demand across the Growth Portfolio, offset by generic erosion within the Legacy Portfolio. Excluding the impacts of foreign exchange, international revenues increased 1% during the third quarter of 2026 and 3% year-to-date.

No single country outside the U.S. contributed more than 10% of total revenues during the nine months ended September 30, 2026 and 2025. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20262025% Change20262025% Change
Gross product sales$17,965 $22,494 (20)%$53,070 $64,548 (18)%
GTN adjustments
Charge-backs and cash discounts(2,268)(3,475)(35)%(7,108)(9,840)(28)%
Medicaid and Medicare rebates(1,649)(4,887)(66)%(5,283)(13,244)(60)%
Other rebates, returns, discounts and adjustments(1,441)(2,281)(37)%(4,317)(6,819)(37)%
Total GTN adjustments(5,358)(10,644)(50)%(16,708)(29,903)(44)%
Net product sales$12,606 $11,850 6 %$36,362 $34,645 5 %
GTN adjustments percentage30 %47 %(17)%31 %46 %(15)%
U.S. 32 %54 %(22)%35 %53 %(18)%
International22 %18 %4 %21 %19 %2 %

Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $125 million and $192 million for the three and nine months ended September 30, 2026 and $87 million and $418 million for the three and nine months ended September 30, 2025, respectively. The changes in gross product sales and GTN adjustments were primarily due to a list price reduction for Eliquis in the U.S. in 2026.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates.
31

Product Revenues
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20262025% Change20262025% Change
Growth Portfolio
Opdivo $2,374 $2,532 (6)%$7,005 $7,356 (5)%
U.S.1,345 1,454 (8)%3,920 4,293 (9)%
International & Other
1,029 1,077 (4)%3,085 3,063 1 %
Opdivo Qvantig
334 67 >200%758 105 >200%
U.S.250 60 >200%587 97 >200%
International & Other
84 7 >200%171 8 >200%
Orencia983 964 2 %2,835 2,697 5 %
U.S.754 721 5 %2,145 1,987 8 %
International & Other
230 243 (6)%691 710 (3)%
Yervoy793 739 7 %2,213 2,090 6 %
U.S.482 455 6 %1,330 1,300 2 %
International & Other
311 284 10 %883 790 12 %
Reblozyl750 615 22 %2,040 1,661 23 %
U.S.610 494 23 %1,642 1,336 23 %
International & Other
140 121 16 %398 324 23 %
Breyanzi526 359 46 %1,422 966 47 %
U.S.359 251 43 %1,005 709 42 %
International & Other
167 109 53 %417 257 62 %
Opdualag367 299 23 %1,011 835 21 %
U.S.305 259 18 %845 739 14 %
International & Other
62 40 57 %166 96 72 %
Camzyos420 296 42 %1,149 714 61 %
U.S.299 238 26 %838 578 45 %
International & Other
121 57 111 %311 137 127 %
Zeposia168 161 5 %455 418 9 %
U.S.115 113 2 %300 278 8 %
International & Other
53 48 11 %155 139 11 %
Sotyktu100 80 26 %256 206 24 %
U.S.63 51 25 %150 126 19 %
International & Other
37 29 27 %106 80 32 %
Krazati58 53 10 %163 149 9 %
U.S.54 48 11 %147 139 6 %
International & Other
5 5 (1)%16 10 61 %
Cobenfy
57 43 33 %176 105 68 %
U.S.55 43 29 %171 104 64 %
International & Other
2 — >200%4 — >200%
Other Growth Products(a)
731 651 12 %1,965 1,714 15 %
U.S.261 246 6 %717 727 (1)%
International & Other
470 405 16 %1,248 987 26 %
Total Growth Portfolio$7,662 $6,857 12 %$21,448 $19,016 13 %
U.S.4,951 4,432 12 %13,797 12,413 11 %
International & Other
2,711 2,425 12 %7,651 6,603 16 %
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Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20262025% Change20262025% Change
Legacy Portfolio
Eliquis$4,690 $3,746 25 %$13,307 $10,991 21 %
U.S.3,653 2,631 39 %10,087 7,930 27 %
International & Other
1,037 1,115 (7)%3,220 3,060 5 %
Revlimid303 575 (47)%1,076 2,349 (54)%
U.S.239 485 (51)%870 2,027 (57)%
International & Other
63 89 (29)%206 322 (36)%
Pomalyst/Imnovid130 675 (81)%847 2,041 (59)%
U.S.72 596 (88)%642 1,717 (63)%
International & Other
58 79 (27)%205 324 (37)%
Sprycel 73 119 (38)%233 413 (44)%
U.S.43 69 (38)%132 263 (50)%
International & Other
30 49 (39)%102 150 (32)%
Abraxane65 74 (13)%170 284 (40)%
U.S.9 24 (61)%33 97 (65)%
International & Other
56 50 10 %136 187 (27)%
Other Legacy Products(b)
154 177 (13)%481 599 (20)%
U.S.106 92 15 %292 274 7 %
International & Other
49 85 (43)%188 324 (42)%
Total Legacy Portfolio
$5,415 $5,365 1 %$16,114 $16,676 (3)%
U.S.4,123 3,897 6 %12,056 12,308 (2)%
International & Other
1,292 1,468 (12)%4,058 4,368 (7)%
Other revenue(c)
$(7)$— N/A$(31)$— N/A
International & Other
(7)— N/A$(31)$— N/A
Total Revenues
$13,069 $12,222 7 %$37,532 $35,692 5 %
U.S.9,074 8,329 9 %25,853 24,721 5 %
International & Other
3,995 3,893 3 %11,678 10,971 6 %
    
(a)    Includes Abecma, Augtyro, Empliciti, Inrebic, Nulojix, Onureg, Zenbexus and royalty revenues, including royalties received from Merck on Winrevair*.
(b)    Includes other mature brands.
(c)    Includes revenue hedging activities in 2026.



33

Growth Portfolio

•Opdivo revenues decreased 6% during the third quarter of 2026 and 5% year-to-date, primarily due to lower demand in the U.S., reflecting greater utilization of Opdivo Qvantig. Additionally, the year-to-date decrease reflects changes in sales channel inventory and timing of customer orders in the U.S., partially offset by foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased 6% in both periods.

•Opdivo Qvantig revenues increased more than 200% during the third quarter of 2026 and year-to-date, primarily due to higher demand as a result of the product's launch in 2025.

•Orencia revenues increased 2% during the third quarter of 2026 and 5% year-to-date, primarily due to higher demand in the United States. Formulation and additional patents expire in 2026 and beyond. In April 2026, BMS entered into agreements with Dr. Reddy's Laboratories that allow for (i) an Orencia biosimilar for intravenous administration to be marketed in the U.S. upon approval and (ii) an Orencia biosimilar for subcutaneous administration to be marketed in the U.S. as early as February 2028. BMS is not aware of an Orencia biosimilar currently on the market in the U.S., EU or Japan.

•Yervoy revenues increased 7% during the third quarter of 2026 and 6% year-to-date, primarily due to higher demand. The year-to-date increase also reflects foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 8% and 5%, respectively. BMS is not aware of a Yervoy biosimilar on the market in the U.S., EU or Japan.

•Reblozyl revenues increased 22% during the third quarter of 2026 and 23% year-to-date, primarily due to higher demand.

•Breyanzi revenues increased 46% during the third quarter of 2026 and 47% year-to-date, primarily due to higher demand. The third quarter increase was partially offset by foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 48% and 47%, respectively.

•Opdualag revenues increased 23% during the third quarter of 2026 and 21% year-to-date, primarily due to higher demand. The year-to-date increase also reflects foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 23% and 20%, respectively.

•Camzyos revenues increased 42% during the third quarter of 2026 and 61% year-to-date, primarily due to higher demand. The year-to-date increase also reflects foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 42% and 60%, respectively.

•Zeposia revenues increased 5% during the third quarter of 2026 and 9% year-to-date, primarily due to higher average net selling prices and foreign exchange impacts of (1)% and 1%, respectively. Excluding foreign exchange impacts, revenues increased 5% and 8%, respectively.

•Sotyktu revenues increased 26% during the third quarter of 2026 and 24% year-to-date, primarily due to higher average net selling prices. The year-to-date increase also reflects foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 25% and 23%, respectively.

•Krazati revenues increased 10% during the third quarter of 2026 and 9% year-to-date, primarily due to higher demand.

•Cobenfy revenues increased 33% during the third quarter of 2026 and 68% year-to-date, primarily due to higher demand in the U.S.

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Legacy Portfolio

•Eliquis revenues increased 25% during the third quarter of 2026 and 21% year-to-date, primarily due to higher average net selling prices in the U.S. and higher demand. In 2026, the Company reduced the list price for Eliquis in the U.S., which resulted in higher realized average net selling prices due to lower rebates. The year-to-date increase also reflects foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues increased 26% and 20%, respectively. Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, generic manufacturers have sought to challenge our Eliquis patents and related SPCs and have begun marketing generic versions of Eliquis in certain countries prior to the expiry of our patents and related SPCs, which has led to the filing of infringement and invalidity actions involving our Eliquis patents and related SPCs in various countries in Europe. In the EU, the apixaban composition of matter patents and related SPCs expire in November 2026. Additionally, in October 2026, BMS and Pfizer initiated a patent infringement action against an applicant seeking approval to market apixaban products in the U.S. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.

•Revlimid revenues decreased 47% during the third quarter of 2026 and 54% year-to-date, primarily due to lower demand in the U.S. as a result of generic erosion. In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. As of January 31, 2026, these licenses are no longer volume-limited. In the EU and Japan, generic lenalidomide products have entered the market.

•Pomalyst/Imnovid revenues decreased 81% during the third quarter of 2026 and 59% year-to-date, primarily due to lower demand in the U.S. as a result of generic erosion. Excluding foreign exchange impacts, revenues decreased 80% and 58%, respectively. In the U.S. (March 2026) and EU, generics have entered the market.

•Sprycel revenues decreased 38% during the third quarter of 2026 and 44% year-to-date, primarily due to lower demand as a result of generic erosion. The third quarter decrease also reflects foreign exchange impacts of (1)%. Excluding foreign exchange impacts, revenues decreased 38% and 43%, respectively.

•Abraxane revenues decreased 13% during the third quarter of 2026 and 40% year-to-date, primarily due to lower demand as a result of generic erosion. Excluding foreign exchange impacts, revenues decreased 12% and 40%, respectively.


35

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our 2025 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of September 30, 2026, for our U.S. distribution channels, and as of June 30, 2026, for our non-U.S. distribution channels.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accounted for approximately 90% of total gross sales of U.S. products during the nine months ended September 30, 2026. Factors that may influence our estimates include generic erosion, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst. Internationally, Revlimid and Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business during the nine months ended September 30, 2026 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next annual report on Form 10-K.


36

Expenses
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20262025% Change20262025% Change
Cost of products sold(a)
$4,146 $3,435 21 %$11,292 $9,839 15 %
Selling, general and administrative
1,699 1,789 (5)%5,142 5,086 1 %
Research and development2,365 2,528 (6)%7,973 7,365 8 %
Acquired IPRD1,558 633 146 %1,651 2,328 (29)%
Amortization of acquired intangible assets458 831 (45)%1,332 2,491 (47)%
Other (income)/expense, net307 (108)NM279 725 (62)%
Total Expenses$10,533 $9,108 16 %$27,670 $27,834 (1)%
NM    Calculation is not meaningful.
(a)    Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $711 million in the third quarter of 2026 and $1.5 billion year-to-date, primarily due to alliance profit sharing for Eliquis and, to a lesser extent, a one-time $140 million charge related to a contract termination in 2026.

Selling, General and Administrative

Selling, general and administrative expense decreased by $90 million in the third quarter of 2026 and increased $56 million year-to-date.

Research and Development

Research and development expense decreased by $163 million in the third quarter of 2026 and increased by $608 million year-to-date. The year-to-date increase was primarily due to higher IPRD impairment charges and the purchase of a priority review voucher, partially offset by cost savings from the Company's ongoing strategic productivity initiative in 2026.

Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
BioNTech upfront fee and anniversary payment$500 $— $500 $1,500 
Hengrui upfront fee and anniversary payment775 — 775 — 
Philochem upfront fee— 350 — 350 
SystImmune milestones250 250 250 250 
BioArctic upfront fee
— — — 100 
Evotec designation and opt-in license fees— 25 10 108 
Other 33 8 116 20 
Acquired IPRD $1,558 $633 $1,651 $2,328 

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $373 million in the third quarter of 2026 and $1.2 billion year-to-date, primarily due to the lower amortization expense related to Pomalyst. The Pomalyst acquired marketed product right was fully amortized in the fourth quarter of 2025.


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Other (Income)/Expense, Net

Other (income)/expense, net changed by $415 million in the third quarter of 2026 and $446 million year-to-date as discussed below.

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Interest expense$403 $480 $1,220 $1,459 
Royalty income - divestitures— (286)— (844)
Royalty and licensing income
(200)(276)(580)(697)
Investment income(118)(161)(323)(438)
Provision for restructuring187 75 247 432 
Litigation and other settlements3 165 11 424 
Contingent consideration
— — — 336 
Equity investment (gains)/losses, net26 (190)(222)(90)
Integration expenses
10 36 46 110 
Divestiture (gains)/losses, net— 8 (162)1 
Other(4)40 41 33 
Other (income)/expense, net
$307 $(108)$279 $725 

•As part of our diabetes termination agreement with AstraZeneca, we received royalty payments based on net sales, which terminated as of December 31, 2025.
•Litigation and other settlements includes amounts related to a securities litigation matter during the third quarter of 2025. Year-to-date 2025 also includes amounts related to a pricing, sales and promotional practices dispute.
•Contingent consideration year-to-date 2025 reflects the change in fair value of the contingent value rights associated with the Mirati acquisition. Refer to "Item 1. Financial Statements—Note 5. Other (Income)/Expense, Net" for more information.
•Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for more information on equity investment (gains)/losses, net.
•Divestiture (gains)/losses, net year-to-date 2026 includes a $109 million gain related to the sale of BMS's 60% ownership stake in Sino-American Shanghai Squibb Pharmaceuticals. Refer to “Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for more information.

Income Taxes
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Earnings/(Loss) before income taxes$2,536 $3,114 $9,862 $7,858 
Income tax provision
374 919 1,705 1,888 
Effective tax rate14.8 %29.5 %17.3 %24.0 %
Impact of specified items(0.6)%(7.2)%(0.9)%(6.1)%
Effective tax rate excluding specified items14.1 %22.3 %16.4 %17.9 %

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The decreases in the effective tax rates for the third quarter of 2026 and year-to-date were primarily driven by jurisdictional earnings mix and the addition of $160 million of reserves recorded during the three months ended September 30, 2025. Excluding the impact of specified items, the decreases in the effective tax rates for the third quarter of 2026 and year-to-date were primarily driven by jurisdictional earnings mix.



38

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) costs of acquiring a priority review voucher, (vii) divestiture gains or losses, (viii) stock compensation resulting from acquisition-related equity awards, (ix) pension, legal and other contractual settlement charges, (x) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnerships and other investments), and (xi) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates, as well as certain other significant tax items. We also provide worldwide and international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on October 29, 2026 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management's, analysts' and investors’ overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for the related financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

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Specified items were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2026202520262025
Inventory purchase price accounting adjustments$13 $13 $38 $38 
Site exit and other costs— 110 3 114 
Cost of products sold13 122 41 152 
Acquisition related charges— — — 19 
Site exit and other costs— 1 1 6 
Selling, general and administrative
— 1 1 25 
IPRD impairments— 85 830 385 
Priority review voucher— — 220 — 
Site exit and other costs1 10 6 49 
Research and development1 95 1,056 434 
Amortization of acquired intangible assets458 831 1,332 2,491 
Interest expense
(9)(12)(27)(36)
Provision for restructuring187 75 247 432 
Litigation and other settlements— 179 — 425 
Contingent consideration— — — 336 
Equity investment (gains)/losses, net26 (190)(222)(92)
Integration expenses10 36 46 110 
Divestiture (gains)/losses, net— 10 (160)3 
Other — — 3 13 
Other (income)/expense, net214 98 (113)1,189 
Increase to earnings/(loss) before income taxes
687 1,148 2,316 4,291 
Income taxes on items above(81)(190)(296)(447)
Specified tax charge/(benefit)(a)
— 160 — 160 
Income taxes(81)(31)(296)(287)
Increase to net earnings/(loss) attributable to BMS
$606 $1,117 $2,020 $4,004 
(a)    Includes changes to tax reserves during 2025 related to certain matters under IRS audit.

The reconciliations from GAAP to Non-GAAP were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions, except per share data2026202520262025
Net earnings/(loss) attributable to BMS
GAAP$2,162 $2,201 $8,156 $5,967 
Specified items606 1,117 2,020 4,004 
Non-GAAP$2,767 $3,318 $10,176 $9,971 
Weighted-average common shares outstanding – diluted2,053 2,039 2,049 2,039 
Diluted earnings/(loss) per share attributable to BMS
GAAP$1.05 $1.08 $3.98 $2.93 
Specified items0.30 0.55 0.99 1.96 
Non-GAAP$1.35 $1.63 $4.97 $4.89 


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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:
Dollars in millionsSeptember 30,
2026		December 31,
2025
Cash and cash equivalents$9,574 $10,209 
Marketable debt securities – current3,007 464 
Marketable debt securities – non-current378 396 
Total cash, cash equivalents and marketable debt securities12,959 11,069 
Short-term debt obligations(1,028)(2,261)
Long-term debt(41,849)(42,850)
Net debt position$(29,918)$(34,043)

We believe that our existing cash, cash equivalents and marketable debt securities together with our ability to generate cash from operations and our access to short-term and long-term borrowings are sufficient to satisfy our existing and anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the nine months ended September 30, 2026, our net debt position decreased by $4.1 billion primarily driven by cash provided by operations of $8.7 billion, partially offset by dividend payments of $3.9 billion.

During the nine months ended September 30, 2026, $1.7 billion of debt matured and was repaid, including the $1.2 billion 3.20% Notes and $500 million of floating rate notes.

During the nine months ended September 30, 2025, the $229 million 3.875% Notes and €575 million 1.000% Euro Notes matured and were repaid.

Under our commercial paper program, we may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance.

As of September 30, 2026 and December 31, 2025, we had a five-year $5.0 billion revolving credit facility, which is extendable annually by one year with the consent of the lenders. In January 2026, we extended the termination date of the credit facility from January 2030 to January 2031. The facility provides for customary terms and conditions with no financial covenants and is used to provide backup liquidity for the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit facility as of September 30, 2026 and December 31, 2025.

Dividend payments were $3.9 billion during the nine months ended September 30, 2026. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

Cash Flows

The following is a discussion of cash flow activities:
Nine Months Ended September 30,
Dollars in millions20262025
Cash flow provided by/(used in):
Operating activities$8,678 $12,182 
Investing activities(3,849)(2,674)
Financing activities(5,412)(4,319)
Operating Activities
The $3.5 billion decrease in cash provided by operating activities compared to 2025 was primarily driven by lower net customer receipts, partially offset by lower interest payments and lower payments made in the ordinary course of business. The decrease in net customer receipts primarily reflected lower cash collections due to generic erosion across much of the Legacy Portfolio and the Eliquis list price reduction, partially offset by the corresponding reduction in GTN payments.

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Investing Activities

Cash used in investing activities during 2026 was primarily driven by net purchases of marketable debt securities of $2.5 billion, a $600 million upfront payment made pursuant to the Hengrui license agreements and a $500 million anniversary payment made pursuant to the BioNTech collaboration.

Financing Activities

Cash used in financing activities during 2026 was primarily driven by dividend payments of $3.9 billion and the repayment of $1.7 billion of long-term debt.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the third quarter of 2026 as of October 29, 2026:

ProductIndicationDateDevelopments
admilparantIPFOctober 2026Announced topline results from the pivotal Phase III ALOFT-IPF trial evaluating the efficacy, safety and tolerability of admilparant, a potential first-in-class, orally administered, potent and selective lysophosphatidic acid receptor 1 (LPA1) antagonist, in adults with IPF. The trial met its primary endpoint at the 60 mg dose, with admilparant demonstrating a statistically significant improvement compared to placebo in absolute change in forced vital capacity (FVC) from baseline at Week 52. At the 120 mg dose, admilparant slowed the decline of FVC but was not statistically significant. Admilparant demonstrated a well-tolerated safety profile across both doses in the ALOFT-IPF trial. In both admilparant arms of the trial, discontinuations due to adverse events were low and similar to placebo.
arlo-celRRMMSeptember 2026Announced positive Phase II results from the registrational QUINTESSENTIAL trial of arlocabtagene autoleucel (arlo-cel BMS-986393) in adult patients with quadruple-class exposed RRMM. Results show the study met its primary endpoint with arlo-cel demonstrating a statistically significant and clinically meaningful overall response rate (ORR) in patients with quadruple-class exposed RRMM who had received four or more prior lines of therapy. The study also met the key secondary endpoint of complete response rate (CRR) in patients with RRMM who had been quadruple-class exposed after four or more prior lines of therapy, and the key secondary endpoints of ORR and CRR after three or more prior lines of therapy.
CamzyosoHCMSeptember 2026
The FDA expanded approval of Camzyos for the treatment of symptomatic oHCM to improve functional capacity and symptoms in adults and pediatric patients weighing 30 kg (66 lbs) or more. This FDA approval is based on positive results from the Phase III SCOUT-HCM trial.
August 2026
Announced new five-year results from EXPLORER-LTE long-term extension trial of Camzyos for the treatment of adult patients with oHCM, in which the safety profile of Camzyos remained consistent through five years and with no new safety signals identified. A substantial portion of patients experienced sustained and clinically meaningful reduction of left ventricular outflow tract obstruction, improved by at least one NYHA class and experienced notable improvements in echocardiographic measures and biomarkers. No new safety signals were observed that were not observed in the primary EXPLORER-HCM study.
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ProductIndicationDateDevelopments
izalontamab brengitecan (iza-bren)Breast CancerOctober 2026Announced, with SystImmune, that SystImmune’s parent company Sichuan Biokin Pharmaceutical, Ltd. (Biokin) reported positive results from a prespecified interim analysis of the randomized Phase III PANKU-Breast01 study, evaluating iza-bren, an investigational, potentially first-in-class, dual-targeting EGFRxHER3 bispecific antibody-drug conjugate (ADC), versus chemotherapy in patients with unresectable locally advanced, recurrent or metastatic hormone receptor-positive (HR+)/HER2-negative (HER2-) breast cancer who have failed at least one prior line of chemotherapy. With a median follow-up for PFS of 15.2 months, results showed iza-bren reduced the risk of disease progression or death, the study’s primary endpoint, by 59%, with median PFS vs. chemotherapy of 8.2 months vs. 4.0 months as assessed by Blinded Independent Central Review (BICR). Overall survival, a key secondary endpoint of the study, was immature at the time of interim analysis. The safety profile for iza-bren was manageable and no new safety signals were identified.
NSCLCOctober 2026Announced, with SystImmune, that SystImmune’s parent company Biokin reported positive results from a prespecified interim analysis in the randomized, multicenter Phase III PANKU-Lung01 study evaluating iza-bren, an investigational, first-in-class, dual-targeting EGFRxHER3 bispecific antibody-drug conjugate (ADC), versus platinum-based chemotherapy (PBC) in patients with EGFR-mutated non-squamous NSCLC who were previously treated with an EGFR tyrosine kinase inhibitor (TKI). Median follow-up for PFS was 14.6 months. Results showed iza-bren significantly improved PFS, the study’s primary endpoint, compared to PBC, with a median PFS by Blinded Independent Central Review (BICR) of 11.1 months for iza-bren vs. 5.7 months for PBC. For the secondary endpoint of overall survival (OS), data were immature, though a favorable trend toward improved OS was observed with iza-bren vs. PBC. Iza-bren showed a manageable safety profile in this population, with no new safety signals observed.
mezigdomideRRMMJuly 2026Announced that the FDA accepted an NDA for mezigdomide in combination with carfilzomib and dexamethasone (MeziKd) in patients with RRMM. The filing was based on positive results from the Phase III SUCCESSOR-2 trial showing MeziKd demonstrated a clinically meaningful and statistically significant improvement in PFS; a 52% reduction in the risk of disease progression or death compared with Kd in patients with relapsed or refractory multiple myeloma, including those at first relapse after prior treatment with an anti-CD38 monoclonal antibody and lenalidomide. The FDA has granted a PDUFA date of May 13, 2027 for this indication.
obexelimabIgG4-RD August 2026Submitted the initial Japanese New Drug Application (JNDA) to Japan's Pharmaceuticals and Medical Devices Agency (PMDA) for obexelimab for the treatment of IgG4-related disease. This submission is based on results from the Phase III INDIGO trial and falls under the PMDA priority review based on the orphan product designation received in 2023.
ReblozylMF-Associated AnemiaJuly 2026
The FDA accepted the supplemental Biologics License Application for Reblozyl with concomitant janus kinase inhibitor therapy in adults patients with MF-associated anemia receiving red blood cell transfusions. The acceptance was supported by results from the Phase III INDEPENDENCE study. The FDA granted a PDUFA date of March 11, 2027.
RYZ101GEP-NETsOctober 2026Announced positive topline results from the planned interim analysis of the ACTION-1 trial conducted by RayzeBio, Inc., a BMS company. The study met the primary endpoint with a statistically significant and clinically meaningful improvement in PFS by blinded independent central review, and safety results consistent with the known RYZ101 safety profile. ACTION-1 is a randomized Phase III clinical trial evaluating RYZ101 (225Ac-DOTATATE) versus investigator's choice of standard of care (high-dose or high-frequency long-acting somatostatin analogues, everolimus, or sunitinib) in patients with SSTR+ GEP-NETs who have progressed following Lutetium-177 (Lu177)-based therapy.
SotyktuPsASeptember 2026
Announced positive results from the Phase III POETYK PsA-2 trial, and its open-label extension, of Sotyktu for treatment of adults with active psoriatic arthritis, in which the safety profile of Sotyktu remained consistent through two years of treatment.
43

ProductIndicationDateDevelopments
Zenbexus
(iberdomide)		RRMMOctober 2026
Announced positive topline results from the Phase III EXCALIBER-RRMM study, evaluating Zenbexus (iberdomide) in combination with daratumumab and dexamethasone (ZDd) in 800 patients with MM, as early as first relapse. Results showed ZDd demonstrated a statistically significant improvement in the dual-primary endpoint of PFS. The safety profile of Zenbexus in combination with standard therapies remained consistent with previously reported safety findings from the study. These results build on the previously reported improvement in minimal residual disease (MRD)-negative complete response vs. DVd, the other dual-primary endpoint, which supported the FDA approval of Zenbexus for RRMM.
August 2026
The FDA approved Zenbexus (iberdomide) in combination with daratumumab and hyaluronidase-fihj and dexamethasone (ZDd) for the treatment of adult patients with MM who have received at least one prior line of therapy including a proteasome inhibitor and an immunomodulatory agent. Full approval for this indication will be contingent upon verification and description of clinical benefit in the confirmatory trial(s). The approval is based on results from Phase III EXCALIBER-RRMM trial, which showed that treatment with ZDd demonstrated a statistically significant improvement in one of the dual primary endpoints of minimal residual disease (MRD)-negative complete response.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2026. For information regarding the impact of recently adopted accounting standards, refer to "Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards."

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, laws, agreements and regulations to lower drug prices, government actions relating to the imposition of new tariffs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our 2025 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our 2025 Form 10-K. There have been no material changes to our market risk during the nine months ended September 30, 2026.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2026, such disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies," to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company's 2025 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended September 30, 2026: 
Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data
July 1 to 31, 202671,019 $62.24 — $5,014 
August 1 to 31, 20267,410 $62.94 — $5,014 
September 1 to 30, 202626,634 $66.69 — $5,014 
Three months ended September 30, 2026105,063 — 
(a)Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023. The remaining share repurchase capacity under the program was $5.0 billion as of September 30, 2026. Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

45

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).
Exhibit No.Description
22.
31a.
31b.
32a.
32b.
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Keytruda and Winrevair are trademarks of Merck; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

46

SUMMARY OF ABBREVIATED TERMS


Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:
2025 Form 10-K
Annual Report on Form 10-K for the fiscal year ended December 31, 2025
MCL
mantle cell lymphoma
2seventy bio2seventy bio, Inc.Merck
Merck & Co., Inc., Rahway, NJ, USA
ANDAAbbreviated New Drug ApplicationMFmyelofibrosis
AOCLAccumulated other comprehensive lossMiratiMirati Therapeutics, Inc.
AstraZenecaAstraZeneca PLCMMmultiple myeloma
AVDdoxorubicin, vinblastine and dacarbazineMZLmarginal zone lymphoma
BioArcticBioArctic ABNDANew Drug Application
BioNTechBioNTech SENSCLCnon-small cell lung cancer
CelgeneCelgene CorporationNYHANew York Heart Association
CELMoDcereblon E3 ligase modulatoroHCMObstructive Hypertrophic Cardiomyopathy
CERCLAU.S. Comprehensive Environmental Response, Compensation and Liability ActOnoOno Pharmaceutical Co., Ltd
cHLclassical Hodgkins LymphomaPD-1programmed cell death protein 1
CRCcolorectal cancerPD-L1programmed death-ligand 1
CVRContingent value rightPDUFAPrescription Drug User Fee Act
Dr. Reddy's LaboratoriesDr. Reddy's Laboratories, Limited and Dr. Reddy's Laboratories, Inc.PhilochemPhilochem AG
DVddaratumumab, bortezomib and dexamethasonePfizerPfizer, Inc.
ECEuropean CommissionPFSprogression-free survival
EPSearnings per sharePsApsoriatic arthritis
ESCCesophageal squamous cell carcinomaQuarterly Report on Form 10-Q
Quarterly Report on Form 10-Q for the quarter ended September 30, 2026
ES-SCLC
extensive stage small cell lung cancer
R&Dresearch and development
EUEuropean UnionRDFVreadily determinable fair values
Evotec
Evotec SE
REMSrisk evaluation and mitigation strategy
Exchange Actthe Securities Exchange Act of 1934RocheF. Hoffman-La Roche & Co.
FASBFinancial Accounting Standards BoardRRMMrelapsed or refractory multiple myeloma
FDAU.S. Food and Drug AdministrationSanofiSanofi S.A.
GAAPgenerally accepted accounting principlesSARSpecial Administrative Region
GEP-NETsgastroenteropancreatic neuroendocrine tumorsSECU.S. Securities and Exchange Commission
GTNgross-to-netSPCSupplementary Protection Certificate
HCMhypertrophic cardiomyopathySSTR+somatostatin receptor-positive
HengruiJiangsu Hengrui Pharmaceuticals Co., Ltd.SystImmuneSystImmune, Inc.
HHSHealth and Human ServicesTNBCtriple negative breast cancer
IPFidiopathic pulmonary fibrosisUKUnited Kingdom
IPRDin-process research and developmentU.S.United States
IRAInflation Reduction Act of 2022VATvalue added tax
IRSInternal Revenue ServiceVEGF-AVascular endothelial growth factor A
ITInformation Technology
47

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
BRISTOL-MYERS SQUIBB COMPANY
(REGISTRANT)
Date:October 29, 2026By:/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer
Date:October 29, 2026By:/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
48

EXHIBIT 31a
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Boerner, certify that:
1.I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: October 29, 2026
/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer

EXHIBIT 31b
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David V. Elkins, certify that:
1.I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: October 29, 2026
/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
 

EXHIBIT 32a
Certification by the Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, Christopher Boerner, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the "Report"), as filed with the Securities and Exchange Commission on October 29, 2026, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

 
/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer
October 29, 2026
 

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32b
Certification by the Chief Financial Officer Pursuant to 18 U. S. C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, David V. Elkins, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the "Report"), as filed with the Securities and Exchange Commission on October 29, 2026, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

 
/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
October 29, 2026
 

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.