Bristol-Myers Squibb Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 10, 2025 (October 31, 2025)

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BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

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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

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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.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Indenture

On November 10, 2025, BMS Ireland Capital Funding Designated Activity Company (the “Issuer”), a designated activity company incorporated under the laws of Ireland and a wholly-owned subsidiary of Bristol-Myers Squibb Company (the “Company”), completed the public offering (the “Offering”) of (i) €750,000,000 aggregate principal amount of 2.973% Notes due 2030 (the “2030 Notes”), (ii) €1,150,000,000 aggregate principal amount of 3.363% Notes due 2033 (the “2033 Notes”), (iii) €1,150,000,000 aggregate principal amount of 3.857% Notes due 2038 (the “2038 Notes”), (iv) €750,000,000 aggregate principal amount of 4.289% Notes due 2045 (the “2045 Notes”) and (v) €1,200,000,000 aggregate principal amount of 4.581% Notes due 2055 (the “2055 Notes” and, together with the 2030 Notes, the 2033 Notes, the 2038 and the 2045 Notes, collectively, the “Notes”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company (collectively, the “Guarantee”).

The Notes are governed by and were issued pursuant to that certain Indenture (the “Base Indenture”), dated as of October 31, 2025, among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”), dated as of November 10, 2025, among the Issuer, the Company and the Trustee. The Indenture contains customary covenants and restrictions, including covenants that require the Issuer 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 Company intends to use the net proceeds of the Offering, together with approximately $3.0 billion of cash on hand, (i) to fund the Company’s tender offer to purchase, for cash, various series of the Company’s outstanding notes (the “Tender Offer”) and/or other repurchase, repayment or redemption of the notes subject to the Tender Offer, (ii) to pay fees and expenses in connection therewith and with the Offering and (iii) to the extent of any remaining proceeds, for general corporate purposes.

The Notes were issued with the following terms:

The Issuer may redeem any series of Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions as set forth in the Indenture.

 

The Offering was made pursuant to, and in accordance with the terms and subject to the conditions set forth in, a Prospectus Supplement, dated November 5, 2025 and filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025 (the “Prospectus Supplement”), and the Prospectus dated October 31, 2025, filed as part of an effective shelf registration statement on Form S-3 (Registration Nos. 333-283810 and 333-283810-01). Please refer to the Prospectus Supplement for additional information regarding the Offering and the terms and conditions of the Notes. The description of the Base Indenture, the First Supplemental Indenture and the Notes contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the Notes. The Base Indenture and the First Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K (this “Current Report”), respectively, and their terms are incorporated herein by reference. The forms of Notes are filed as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, to this Current Report and their terms are incorporated herein by reference.

Underwriting Agreement

The Notes were sold pursuant to an underwriting agreement, dated November 5, 2025 (the “Underwriting Agreement”), by and among the Issuer, the Company and the several underwriters named in Schedule V thereto (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Issuer, the Company and the Underwriters, as applicable, as well as other customary provisions.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Issuer, the Company and their respective subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Issuer or the Company.

The description of the Underwriting Agreement contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and its terms are incorporated herein by reference.

(d)          Exhibits

The following exhibits are included as part of this Current Report:

 

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.

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