BMS' 2021 Plan authorizes awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), dividend equivalents, performance share units ("PSUs"), market share units ("MSUs") and other stock-based awards. As of December 31, 2025, the 2021 Plan was the only plan under which we were authorized to grant equity awards.

The 2021 Plan provides for 85 million shares to be authorized for grants plus shares recaptured upon forfeitures or other terminations of awards under our previous equity awards plans, subject to adjustments in accordance with the terms of the 2021 Plan. As of December 31, 2025, 58 million shares were available for award and 34 million equity awards were outstanding (consisting of stock options, RSUs, MSUs and PSUs). Shares generally are issued from treasury stock to satisfy BMS’s obligations under the 2021 Plan and our prior equity award plans.

Under the 2021 Plan, executive officers and other employees may be granted options to purchase common stock at no less than the market price on the date the option is granted. Options generally become exercisable ratably over four years and have a maximum term of 10 years. The 2021 Plan provides for the granting of SARs whereby the grantee may surrender exercisable rights and receive common stock and/or cash measured by the excess of the market price of the common stock over the award's exercise price. BMS did not grant stock options or SARs during the years ended December 31, 2025, 2024 and 2023. Options outstanding during those years were granted as replacements for options held by Celgene option holders upon the acquisition of Celgene in 2019. These replacement options generally vested ratably over four years, although certain grants provided for cliff vesting and/or longer or shorter vesting periods.

RSUs are granted to executive officers and other employees, subject to restrictions as to continuous employment. Generally, vesting occurs ratably over a three- to four-year period from grant date, subject to accelerated vesting in specified circumstances. A stock unit is a right to receive stock at the end of the specified vesting and/or deferral period; stock units have no voting rights. The fair value of RSUs approximates the closing market price of BMS’s common stock on the grant date after adjusting for the units not eligible for accrual of dividend equivalents. BMS grants non-forfeitable stock units to its non-employee directors.

MSUs are granted to executive officers. Vesting is conditioned upon continuous employment and occurs on the third anniversary of the grant date for awards granted in 2025 and 2024 (the "2025 and 2024 MSUs") and ratably over four years for awards granted prior to 2024, subject to accelerated vesting in specified circumstances. For the 2025 and 2024 MSUs, the number of shares issued upon vesting is based on a specified payout factor requiring that the market price per share at a specified measurement date plus the value of accumulated dividends during the performance period be at least 80% of the grant-date share price (market condition) or the relative total shareholder return percentile rank versus our peers be equal to or greater than the 50th percentile (market condition). For awards granted in 2022 and 2023, the number of shares issued upon vesting is based on a specified payout factor requiring that the market price per share on the measurement date be at least 80% of the grant-date share price (market condition). The maximum payout factor for these awards is 225%. The share price used on the grant and measurement dates reflect a ten-day average closing price. The fair value of MSUs is estimated as of the grant date using a Monte Carlo simulation.

PSUs are granted to executive officers, have a three-year performance cycle and are granted as a target number of stock units subject to adjustment. The number of shares issued when PSUs vest is determined based on the achievement of specified performance goals (a performance condition) and BMS’s three-year relative total shareholder return compound annual growth rate relative to a peer group of companies (a market condition) for awards granted in 2025, 2024 and 2023, and can range from 0% to a maximum of 200% of the target number of PSUs. Vesting is conditioned upon continuous employment and occurs on the third anniversary of the grant date, subject to accelerated vesting in specified circumstances. The fair value of PSUs is estimated as of the grant date for the portion related to the relative total shareholder return measure, using a Monte Carlo simulation and, for the remaining portion, based on the closing market price of BMS’s common stock on the grant date after adjusting for the units not eligible for accrual of dividend equivalents, and taking into account the probability of satisfying the performance condition as of the grant date.

Stock-based compensation expense for awards ultimately expected to vest is recognized over the vesting period. Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense was as follows:


	Year Ended December 31,
Dollars in millions	2025		2024		2023






Cost of products sold	$	62	$	57	$	51
Selling, general and administrative	224		202		215
Research and development	267		248		252

Total stock-based compensation expense	$	553	$	507	$	518

Income tax benefit	$	115	$	108	$	105


	Stock Options			RSUs			MSUs			PSUs
Shares in Millions	Number of Options	Weighted-Average Exercise Price of Shares		Number of Nonvested RSUs	Weighted-Average Grant-Date Fair Value		Number of Nonvested MSUs	Weighted-Average Grant-Date Fair Value		Number of Nonvested PSUs	Weighted-Average Grant-Date Fair Value
Balance at January 1, 2025	11.1	$	59.02	20.7	$	53.17	1.9	$	58.69	3.7	$	59.84
Granted	—	—		12.5	56.06		1.1	71.38		0.5	62.72
Released/Exercised	(1.3)	52.93		(7.9)	54.96		(0.3)	58.80		(0.6)	66.77
Adjustments for actual payout	—	—		—	—		(0.1)	59.16		(0.4)	66.77
Forfeited/Canceled	(3.0)	64.19		(3.8)	53.95		(0.4)	62.99		(0.5)	56.94
Balance at December 31, 2025	6.8	$	57.85	21.5	$	54.07	2.2	$	64.24	2.7	$	58.33

Expected to vest				18.4	$	54.13	1.8	$	63.80	2.3	$	58.45


Amounts in Millions, except per share data	2025		2024		2023
Weighted-average grant date fair value (per share):
RSUs	$	56.06	$	47.54	$	60.26
MSUs	71.38		58.63		57.99
PSUs	62.72		53.08		63.86

Fair value of awards that vested:
RSUs	$	435	$	429	$	365
MSUs	18		13		45
PSUs	43		42		65

Total intrinsic value of stock options exercised	8		13		90


Range of Exercise Prices	Number of Options (in millions)	Weighted-Average Remaining Contractual Life (in years)	Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
$10 - $40	0.1	1.7	$	23.42	$	2
$40 - $55	2.7	1.6	50.38		10
$55 - $65	2.4	1.0	58.93		—
$65 +	1.7	1.3	69.71		—
Outstanding	6.8	1.3	57.85		$	13
Exercisable	6.8	1.3	57.85		$	13