Bristol-Myers Squibb (BMY) 8-KEntry into a Material Definitive Agreement

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On March 2, 2022, Bristol-Myers Squibb Company (the “Company”) completed the previously announced public offering (the “Offering”) of its (i) $1,750,000,000 aggregate principal amount of 2.950% Notes due 2032, (ii) $1,250,000,000 aggregate principal amount of 3.550% Notes due 2042, (iii) $2,000,000,000 aggregate principal amount of 3.700% Notes due 2052 and (iv) $1,000,000,000 aggregate principal amount of 3.900% Notes due 2062 (collectively, the “Notes”).

The Offering was made pursuant to, and in accordance with the terms and subject to the conditions set forth in, a Prospectus Supplement, dated February 15, 2022 and filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2022 (the “Prospectus Supplement”), and the Prospectus dated December 13, 2021, filed as part of the shelf registration statement (File No. 333-261623) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on December 13, 2021.

The Notes are governed by and were issued pursuant to that certain Indenture, dated as of June 1, 1993 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon, as trustee, as supplemented by the Thirteenth Supplemental Indenture, dated as of March 2, 2022 (the “Thirteenth Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”). The Indenture contains customary covenants and restrictions, including covenants that require the Company to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or merge or consolidate with another entity. The Indenture also provides for customary events of default.

The 2032 Notes will bear interest at a rate of 2.950% per annum and will mature on March 15, 2032. The 2042 Notes will bear interest at a rate of 3.550% per annum and will mature on March 15, 2042. The 2052 Notes will bear interest at a rate of 3.700% per annum and will mature on March 15, 2052. The 2062 Notes will bear interest at a rate of 3.900% per annum and will mature on March 15, 2062.

Interest on the Notes will be payable on March 15 and September 15 of each year, beginning on September 15, 2022.

Prior to the applicable Par Call Date (as specified below), the Company may redeem any of the 2032 Notes, the 2042 Notes, the 2052 Notes and the 2062 Notes at its option, in whole or in part, at any time and from time to time at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the applicable series of Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread set forth in the table below less (b) interest accrued to the date of redemption, and 100% of the principal amount of such series of Notes to be redeemed and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the applicable Par Call Date, the company may, at its option, redeem the 2032 Notes, the 2042 Notes, the 2052 Notes and the 2062 Notes, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each Note to be redeemed plus accrued and unpaid interest on the applicable series of Notes to be redeemed to, but not including, the date of redemption.

Please refer to the Prospectus Supplement for additional information regarding the Offering and the terms and conditions of the Notes. The description of the the Base Indenture, the Thirteenth Supplemental Indenture and the Notes contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Thirteenth Supplemental Indenture and the Notes. The Base Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 27, 1993 and filed on June 3, 1993 and the terms of which are incorporated herein by reference. The Thirteenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference. The forms of Notes are filed as Exhibits 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The following exhibits are included as part of this Current Report on Form 8-K:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.