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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 17, 2025
 

BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
 

Delaware
001-01136
22-0790350
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S Employer Identification No.)
Route 206 & Province Line Road
Princeton, New Jersey 08543
(Address of principal executive offices) (zip code)
 
Registrant’s telephone number, including area code: (609) 252-4621
 

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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.10 Par Value
  
BMY
  
New York Stock Exchange
1.750% Notes due 2035
  
BMY35
  
New York Stock Exchange
Celgene Contingent Value Rights
  
CELG RT
  
New York Stock Exchange
2.973% Notes due 2030
   BMY/30
   New York Stock Exchange
3.363% Notes due 2033   BMY/33
   New York Stock Exchange
3.857% Notes due 2038
   BMY/38
   New York Stock Exchange
4.289% Notes due 2045
   BMY/45
   New York Stock Exchange
4.581% Notes due 2055
   BMY/55
   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 

Item 8.01
Other Events.
 
On November 17, 2025, Bristol-Myers Squibb Company (“Bristol Myers Squibb”) issued a press release announcing the early participation results, amendment and early settlement of its previously announced cash tender offers (the “Offers”) to purchase notes issued by Bristol Myers Squibb.
 
On November 18, 2025, Bristol Myers Squibb also issued a press release announcing the accepted amounts and pricing terms of such previously announced Offers.
 
The Offers are subject to the terms and conditions described in the Offer to Purchase dated November 3, 2025 (as amended or supplemented from time to time), which sets forth a detailed description of the Offers.
 
Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein in their entirety.
 
This Current Report on Form 8-K (including the exhibits attached hereto) is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers are made only by, and pursuant to the terms of, the Offer to Purchase. The Offers do not constitute an offer to buy or the solicitation of an offer to sell the notes described herein in any jurisdiction in which such offer or solicitation is unlawful. The Offers are void in all jurisdictions where they are prohibited.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
The following exhibits are included as part of this Current Report on Form 8-K:
 
Exhibit No.
  
Description
 
Press release of Bristol-Myers Squibb Company dated November 17, 2025.
 
Press release of Bristol-Myers Squibb Company dated November 18, 2025.
104
  
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

1
SIGNATURES
 
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.
 
Dated: November 18, 2025
  
   
 
BRISTOL-MYERS SQUIBB COMPANY
   
 
By:
/s/ Amy Fallone
 
Name:
Amy Fallone
 
Title:
Senior Vice President and Corporate Secretary


 2
EX-99.1 2 ef20059419_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

 
Bristol Myers Squibb Announces Early Participation Results, Amendment and Early Settlement of Tender Offers
 
PRINCETON, N.J.--(BUSINESS WIRE)-- Bristol-Myers Squibb Company (NYSE: BMY) (“Bristol Myers Squibb”), today announced the early participation results, as of 5:00 p.m. (New York City time) on November 17, 2025, (the “Early Tender Deadline”) of the previously announced tender offers to purchase for cash its outstanding notes listed in the tables below. Bristol Myers Squibb also announced that it is (i) decreasing the maximum aggregate purchase price of the Pool 1 Notes (as defined below) it will accept for purchase from the previously announced amount of $4,000,000,000 to an amount sufficient (the “Amended Pool 1 Maximum”) to accept for purchase all Pool 1 Notes that were validly tendered and not validly withdrawn prior to the Early Tender Deadline and (ii) increasing the maximum aggregate purchase price of the Pool 2 Notes (as defined below) it will accept for purchase from the previously announced amount of $3,000,000,000 to an amount sufficient (the “Amended Pool 2 Maximum”) to accept for purchase all Pool 2 Notes with an acceptance priority level at 1 through 4 (as set forth in the second table below) that were validly tendered and not validly withdrawn prior to the Early Tender Deadline as well as up to $250,000,000 in principal amount of Bristol Myers Squibb’s 5.900% Notes due 2033 (the “2033 Notes”). All other terms and conditions of the tender offers as previously announced in the Offer to Purchase, as amended and supplemented hereby, remain unchanged.
 
The outstanding debt securities listed in (i) the first table below labeled “Pool 1” are referred to collectively as the “Pool 1 Notes” and (ii) the second table below labeled “Pool 2” are referred to collectively as the “Pool 2 Notes.” The Pool 1 Notes and the Pool 2 Notes are referred to collectively as the “Notes” and each series of Notes is referred to as a “series.” We refer to each offer to purchase a series of Notes for cash as an “Offer,” the offers to purchase the Pool 1 Notes collectively as the “Pool 1 Offers,” the offers to purchase the Pool 2 Notes collectively as the “Pool 2 Offers,” and all the offers to purchase Notes are referred to collectively as the “Offers.”
 
1
Exhibit 99.1
Bristol Myers Squibb’s obligation to accept Notes tendered in the Offers is subject to the terms and conditions described in the Offer to Purchase dated November 3, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”) which sets forth a detailed description of the Offers, including: (a) the Acceptance Priority Procedures (as defined in the Offer to Purchase) and (b) a limit of up to the maximum aggregate purchase price of Pool 1 Notes and Pool 2 Notes that may be purchased in the Offers.
 
Bristol Myers Squibb was advised by Global Bondholder Services Corporation, as the tender agent and information agent, that as of the Early Tender Deadline, the aggregate principal amounts of the Notes specified in the tables below were validly tendered and not validly withdrawn:
 
Pool 1
 
Offers to purchase for cash up to the Amended Pool 1 Maximum of the securities listed in the priority order below.
 
Acceptance
Priority Level
Title of Security
CUSIP/ ISIN Number(s)
Principal Amount
Outstanding
Principal Amount Tendered
as of the Early Tender
Deadline
1
4.950% Notes due 2026
110122ED6/
US110122ED68
$1,000,000,000
$360,004,000
2
3.200% Notes due 2026
110122CN6/ US110122CN68/ 110122CA4/ US110122CA48/ U11009BA1/ USU11009BA16
$1,749,998,000
$529,929,000
3
4.900% Notes due 2027
110122EE4/
US110122EE42
$1,000,000,000
$519,484,000
4
3.900% Notes due 2028
110122DE5/
US110122DE50/
110122BQ0/ US110122BQ09/ U11009AQ7/ USU11009AQ76
$1,456,162,000
$560,147,000
5
4.900% Notes due 2029
110122EF1/
US110122EF17
$1,750,000,000
$1,023,313,000
6
3.400% Notes due 2029
110122CP1/
US110122CP17/
110122CB2/
US110122CB21/ U11009BB9/ USU11009BB98
$2,399,977,000
$972,783,000
 
2
Exhibit 99.1
Pool 2
 
Offers to purchase for cash up to the Amended Pool 2 Maximum of the securities listed in the priority order below.
 
Acceptance
Priority Level
Title of Security
CUSIP/ ISIN Number(s)
Principal Amount
Outstanding
Principal Amount Tendered
as of the Early Tender
Deadline
1
6.875% Debenture due 2097
110122AC2/
US110122AC22
$62,417,000
$6,178,000
2
6.400% Notes due 2063
110122EC8/
US110122EC85
$1,250,000,000
$879,216,000
3
6.250% Notes due 2053
110122EB0/
US110122EB03
$1,250,000,000
$811,465,000
4
5.650% Notes due 2064
110122EL8/
US110122EL84
$1,750,000,000
$1,309,768,000
5
5.900% Notes due 2033
110122DZ8/
US110122DZ89
$1,000,000,000
$493,578,000
6
5.750% Notes due 2031
110122DY1/ 
US110122DY15
$1,000,000,000
$412,855,000
7
5.550% Notes due 2054
110122EK0/
US110122EK02
$2,750,000,000
$1,917,650,000
8
5.200% Notes due 2034
110122EH7/ 
US110122EH72
$2,500,000,000
$1,468,075,000
9
5.100% Notes due 2031
110122EG9/
US110122EG99
$1,250,000,000
$666,525,000

Since any additional Pool 1 Notes that would be validly tendered after the Early Tender Deadline would exceed the Amended Pool 1 Maximum, Bristol Myers Squibb does not anticipate accepting any additional tenders of Pool 1 Notes in the Offers. Furthermore, because all of the Pool 1 Notes, and all of the Pool 2 Notes with an acceptance priority level at 1 through 4, that were validly tendered and not validly withdrawn prior to the Early Tender Deadline will be accepted for purchase by Bristol Myers Squibb, no proration procedures will be required for the Pool 1 and the Pool 2 Notes with an acceptance priority level at 1 through 4. Since the aggregate principal amount of 2033 Notes exceeds $250,000,000, Bristol Myers expects to accept the 2033 Notes on a prorated basis in accordance with the terms and conditions of the Offer to Purchase. No Pool 2 Notes with an acceptance priority level at 6 through 9, as set forth in the second table above, will be accepted for purchase.
 
The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on November 17, 2025. All conditions of the Offers were deemed satisfied or waived by Bristol Myers Squibb by the Early Tender Deadline. Bristol Myers Squibb has elected to exercise its Early Settlement Right (as defined in the Offer to Purchase). The Early Settlement Date (as defined in the Offer to Purchase) will occur on November 20, 2025. The Offers will each expire at 5:00 p.m. (New York City time) on December 3, 2025, unless extended or earlier terminated by Bristol Myers Squibb. However, since the aggregate principal amount of Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline met or exceeded the Amended Pool 1 Maximum and Amended Pool 2 Maximum, respectively, Bristol Myers Squibb expects that there will be no Final Settlement Date (as defined in the Offer to Purchase) and no tenders of Notes after the Early Tender Deadline will be accepted for purchase by Bristol Myers Squibb.
 
3
Exhibit 99.1
Promptly after 10:00 a.m. (New York City time) on November 18, 2025 (the “Price Determination Date”), Bristol Myers Squibb intends to issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield, which is the applicable yield to the applicable par call date or maturity date, based on the price of the applicable Reference U.S. Treasury Security for that series as of the Price Determination Date plus the applicable fixed spread (as specified in the Offer to Purchase) (the “Offer Yield”) and (iii) the proration factor (if any) applied to validly tendered Notes in each Offer. All Holders of Notes (each, a “Holder” and collectively, “Holders”) whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined in the Offer to Purchase) in addition to their Total Consideration or Tender Consideration, as applicable. For the avoidance of doubt, interest will cease to accrue on the relevant Settlement Date with respect to all Notes accepted for purchase on such Settlement Date. Under no circumstances will any interest be payable to Holders because of any delay on the part of Global Bondholder Services Corporation, as the tender agent and information agent, The Depository Trust Company or any other party in the transmission of funds to Holders. See the Offer to Purchase for additional information.
 
All Notes accepted in the Offers will be cancelled and retired and will no longer remain outstanding obligations of Bristol Myers Squibb.
 
4
Exhibit 99.1
Bristol Myers Squibb has retained Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as lead dealer managers, BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as dealer managers and Academy Securities, Inc. as a co-dealer manager for the Offers. Questions regarding terms and conditions of the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is acting as the tender agent and the information agent for the Offers (the “Tender and Information Agent”).
 
Offer and Distribution Restrictions
 
This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Bristol Myers Squibb by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
 
5
Exhibit 99.1
Cautionary Statement Regarding Forward-Looking Statements
 
This press release contains certain forward-looking statements regarding, among other things, the timing, terms, conditions and other aspects of the Offers. You can identify these forward-looking statements by the fact that 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, among other things, the Offers, although not all forward-looking statements contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. No forward-looking statement can be guaranteed.
 
Forward-looking statements are based on current expectations and projections about Bristol Myers Squibb’s 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, that are difficult to predict, may be beyond its control and could cause its future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Such risks, uncertainties and other matters include, but are not limited to: general market conditions which might affect the Offers; interest rate and currency exchange rate fluctuations, credit and foreign exchange risk management; and access to capital markets.
 
Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect Bristol Myers Squibb’s business and market, particularly those identified in the cautionary statement and risk factors discussion in its Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. The forward-looking statements included in this press release are made only as of the date of this press release and except as otherwise required by applicable law, Bristol Myers Squibb undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.
 
6
Exhibit 99.1
About Bristol Myers Squibb: Transforming Patients’ Lives Through Science
 
At Bristol Myers Squibb, our mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. We are pursuing bold science to define what’s possible for the future of medicine and the patients we serve.
 
corporatefinancial-news
 
###

For more information, contact:

Media Relations:
media@bms.com

Investor Relations:
investor.relations@bms.com


7
EX-99.2 3 ef20059419_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

 
Bristol Myers Squibb Announces Accepted Amounts and Pricing Terms of its Tender Offers
 
PRINCETON, N.J.--(BUSINESS WIRE)-- Bristol-Myers Squibb Company (NYSE: BMY) (“Bristol Myers Squibb”), today announced the accepted amounts and pricing terms of the previously announced tender offers to purchase for cash its outstanding notes listed in the tables below.
 
The outstanding debt securities listed in (i) the first table below labeled “Pool 1” are referred to collectively as the “Pool 1 Notes” and (ii) the second table below labeled “Pool 2” are referred to collectively as the “Pool 2 Notes.” The Pool 1 Notes and the Pool 2 Notes are referred to collectively as the “Notes” and each series of Notes is referred to as a “series.” We refer to each offer to purchase a series of Notes for cash as an “Offer,” the offers to purchase the Pool 1 Notes collectively as the “Pool 1 Offers,” the offers to purchase the Pool 2 Notes collectively as the “Pool 2 Offers,” and all the offers to purchase Notes are referred to collectively as the “Offers.”
 
As previously announced, Bristol Myers Squibb (i) decreased the maximum aggregate purchase price of the Pool 1 Notes it will accept for purchase from the previously announced amount of $4,000,000,000 to an amount sufficient (the “Amended Pool 1 Maximum”) to accept for purchase all Pool 1 Notes that were validly tendered and not validly withdrawn prior to the Early Tender Deadline and (ii) increased the maximum aggregate purchase price of the Pool 2 Notes it will accept for purchase from the previously announced amount of $3,000,000,000 to an amount sufficient (the “Amended Pool 2 Maximum”) to accept for purchase all Pool 2 Notes with an acceptance priority level at 1 through 4 (as set forth in the second table below) that were validly tendered and not validly withdrawn prior to the Early Tender Deadline as well as up to $250,000,000 in principal amount of Bristol Myers Squibb’s 5.900% Notes due 2033 (the “2033 Notes”). The Amended Pool 1 Maximum and Amended Pool 2 Maximum have now been established as approximately $3.99 billion and $3.51 billion, respectively.
 
Exhibit 99.2
The tables below indicate, among other things, the aggregate principal amount of Notes tendered as of 5:00 p.m. (New York City time) on November 17, 2025, (the “Early Tender Deadline”) and accepted in each Offer, the Offer Yield (each as defined below), the proration factor, if any, and the total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase (the “Total Consideration”), as calculated at 10:00 a.m. (New York City time) today, November 18, 2025 in accordance with the terms of the Offer to Purchase dated November 3, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”).
 
Since all of the Pool 1 Notes, and all of the Pool 2 Notes with an acceptance priority level at 1 through 4 that were validly tendered and not validly withdrawn prior to the Early Tender Deadline have been accepted for purchase by Bristol Myers Squibb, no proration procedures will be required for the Pool 1 Notes and the Pool 2 Notes with an acceptance priority level at 1 through 4. Since the aggregate principal amount of 2033 Notes exceeds $250,000,000, Bristol Myers has accepted the 2033 Notes on a prorated basis in accordance with the terms and conditions of the Offer to Purchase. No Pool 2 Notes with an acceptance priority level at 6 through 9, as set forth in the second table below, have been accepted for purchase. Bristol Myers Squibb has accepted Notes for purchase according to the Acceptance Priority Procedures and the terms and conditions described in the Offer to Purchase. Holders of Notes (each, a “Holder” and collectively, “Holders”) validly tendered at or prior to the Early Tender Deadline that are accepted for purchase by Bristol Myers Squibb will receive the applicable Total Consideration, in cash. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.
 
Exhibit 99.2
Pool 1
 
Offers to purchase for cash up to the Amended Pool 1 Maximum of the securities listed in the priority order below.
 
Acceptance
Priority
Level
Title of
Security
CUSIP /ISIN
Number(s)
Principal
Amount
Outstanding
Principal
Amount
Tendered and
Not
Withdrawn as
of the Early
Tender
Deadline
Principal
Amount
Accepted
Approximate Proration
Factor
Offer
Yield(1)
Total Consideration(2)
1
4.950% Notes due 2026
110122ED6/ US110122ED68
$1,000,000,000
$360,004,000
$360,004,000
100%
4.026%
$1,002.16
2
3.200% Notes due 2026
110122CN6/ US110122CN68/ 110122CA4/ US110122CA48/ U11009BA1/ USU11009BA16
$1,749,998,000
$529,929,000
$529,929,000
100%
3.823%
$996.51
3
4.900% Notes due 2027
110122EE4/ US110122EE42
$1,000,000,000
$519,484,000
$519,484,000
100%
3.748%
$1,013.07
4
3.900% Notes due 2028
110122DE5/ US110122DE50/ 110122BQ0/ US110122BQ09/ U11009AQ7/ USU11009AQ76
$1,456,162,000
$560,147,000
$560,147,000
100%
3.756%
$1,002.75
5
4.900% Notes due 2029
110122EF1/ US110122EF17
$1,750,000,000
$1,023,313,000
$1,023,313,000
100%
3.770%
$1,033.46
6
3.400% Notes due 2029
110122CP1/ US110122CP17/ 110122CB2/ US110122CB21/ U11009BB9/ USU11009BB98
$2,399,977,000
$972,783,000
$972,783,000
100%
3.820%
$985.66
(1)
The “Offer Yield” is equal to the sum of (i) the applicable Reference Yield (as defined in the Offer to Purchase), which is based on the bid-side price of the applicable Reference U.S. Treasury Security (as specified in the Offer to Purchase), plus (ii) the applicable Fixed Spread (as specified in the Offer to Purchase).
(2)
Includes the Early Tender Premium (as defined in the Offer to Purchase). Payable per each $1,000 principal amount of each specified series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
 
Exhibit 99.2
Pool 2
 
Offers to purchase for cash up to the Amended Pool 2 Maximum of the securities listed in the priority order below.
 
Acceptance Priority
Level
Title of
Security
CUSIP / ISIN
Number(s)
Principal
Amount
Outstanding
Principal
Amount
Tendered and
Not
Withdrawn as
of the Early
Tender
Deadline
Principal Amount Accepted
Approximate Proration
Factor
Offer Yield(1)
Total
Consideration(2)
1
6.875% Debenture due 2097
110122AC2/ US110122AC22
$62,417,000
$6,178,000
$6,178,000
100%
6.125%
$1,120.71
2
6.400% Notes due 2063
110122EC8/ US110122EC85
$1,250,000,000
$879,216,000
$879,216,000
100%
5.575%
$1,129.13
3
6.250% Notes due 2053
110122EB0/ US110122EB03
$1,250,000,000
$811,465,000
$811,465,000
100%
5.425%
$1,117.14
4
5.650% Notes due 2064
110122EL8/
US110122EL84
$1,750,000,000
$1,309,768,000
$1,309,768,000
100%
5.575%
$1,011.67
5
5.900% Notes due 2033
110122DZ8/ US110122DZ89
$1,000,000,000
$493,578,000
$250,000,000
50.84%
4.333%
$1,102.12
6
5.750% Notes due 2031
110122DY1/ US110122DY15
$1,000,000,000
$412,855,000
$0
—
—
—
7
5.550% Notes due 2054
110122EK0/ US110122EK02
$2,750,000,000
$1,917,650,000
$0
—
—
—
8
5.200% Notes due 2034
110122EH7/ US110122EH72
$2,500,000,000
$1,468,075,000
$0
—
—
—
9
5.100% Notes due 2031
110122EG9/ US110122EG99
$1,250,000,000
$666,525,000
$0
—
—
—
(1)
The “Offer Yield” is equal to the sum of (i) the applicable Reference Yield (as defined in the Offer to Purchase), which is based on the bid-side price of the applicable Reference U.S. Treasury Security (as specified in the Offer to Purchase), plus (ii) the applicable Fixed Spread (as specified in the Offer to Purchase).
(2)
Includes the Early Tender Premium (as defined in the Offer to Purchase). Payable per each $1,000 principal amount of each specified series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
 
The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on November 17, 2025. As previously announced, all conditions of the Offers were deemed satisfied or waived by Bristol Myers Squibb by the Early Tender Deadline and Bristol Myers Squibb has elected to exercise its Early Settlement Right (as defined in the Offer to Purchase). The Early Settlement Date (as defined in the Offer to Purchase) will occur on November 20, 2025. The Offers will each expire at 5:00 p.m. (New York City time) on December 3, 2025, unless extended or earlier terminated by Bristol Myers Squibb.  However, since the aggregate principal amount of Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline met or exceeded the Amended Pool 1 Maximum and Amended Pool 2 Maximum, respectively, Bristol Myers Squibb expects that there will be no Final Settlement Date (as defined in the Offer to Purchase) and no tenders of Notes after the Early Tender Deadline will be accepted for purchase by Bristol Myers Squibb.
 
Exhibit 99.2
The Total Consideration that will be paid on the Early Tender Deadline for each series of Notes accepted for purchase does not include a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Early Settlement Date. For the avoidance of doubt, interest will cease to accrue on the Early Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable to Holders because of any delay on the part of Global Bondholder Services Corporation, as the tender agent and information agent, The Depository Trust Company or any other party in the transmission of funds to Holders. See the Offer to Purchase for additional information.
 
All Notes accepted in the Offers will be cancelled and retired and will no longer remain outstanding obligations of Bristol Myers Squibb.
 
Bristol Myers Squibb has retained Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as lead dealer managers, BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as dealer managers and Academy Securities, Inc. as a co-dealer manager for the Offers. Questions regarding terms and conditions of the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is acting as the tender agent and the information agent for the Offers (the “Tender and Information Agent”).
 
Exhibit 99.2
Offer and Distribution Restrictions
 
This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Bristol Myers Squibb by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This press release contains certain forward-looking statements regarding, among other things, the timing, terms, conditions and other aspects of the Offers. You can identify these forward-looking statements by the fact that 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, among other things, the Offers, although not all forward-looking statements contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. No forward-looking statement can be guaranteed.
 
Forward-looking statements are based on current expectations and projections about Bristol Myers Squibb’s 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, that are difficult to predict, may be beyond its control and could cause its future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Such risks, uncertainties and other matters include, but are not limited to: general market conditions which might affect the Offers; interest rate and currency exchange rate fluctuations, credit and foreign exchange risk management; and access to capital markets.
 
Exhibit 99.2
Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect Bristol Myers Squibb’s business and market, particularly those identified in the cautionary statement and risk factors discussion in its Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. The forward-looking statements included in this press release are made only as of the date of this press release and except as otherwise required by applicable law, Bristol Myers Squibb undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.
 
About Bristol Myers Squibb: Transforming Patients’ Lives Through Science
 
At Bristol Myers Squibb, our mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. We are pursuing bold science to define what’s possible for the future of medicine and the patients we serve.
 
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