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BMYBristol Myers Squibb

Health care · Pharmaceuticals · NYSE
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The 10-K against last year's

219 changes: 42 added, 46 removed, 130 reworded, 1 quiet changes

10-K Feb 11, 2026 vs Feb 12, 2025
Risk FactorsRedline ↓
16.2%
of the text changed · 10,532 words now
32.7%
of the text changed · 15,784 words now
Legal ProceedingsRedline ↓
21.7%
of the text changed · 3,805 words now
Accounting PoliciesRedline ↓
9.2%
of the text changed · 2,874 words now

10-K 0000014272-26-000004 (2026-02-11) vs 10-K 0000014272-25-000039 (2025-02-12)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 280 words changed in this paragraph; it is 56% similar to last year's version.
Our product supply and related patient access has been, and could in the future be, negatively impacted by difficulties, delays and disruptions in the manufacturing, distribution and sale of our products. Some of the difficulties, delays and disruptions include: (i) product seizures or recalls or forced closings of manufacturing plants; (ii) our failure, or the failure of any of our vendors or suppliers, to comply with cGMP and other applicable regulations or quality assurance guidelines that could lead to manufacturing shutdowns, product shortages or delays in product manufacturing; (iii) manufacturing, quality assurance/quality control, supply problems or governmental approval delays; (iv) the failure of a supplier, including sole source or single source suppliers, to provide us with the necessary raw materials, supplies or finished goods within a reasonable timeframe and with required quality; (v) the failure of a third-party manufacturer to supply us with bulk active or finished product on time; (vi) construction or regulatory approval delays for new facilities or the expansion of existing facilities, including those intended to support future demand for our biologics products; (vii) the failure to meet new and emerging regulations requiring products to be tracked throughout the distribution channels using unique identifiers to verify their authenticity in the supply chain; (viii) other manufacturing or distribution issues, including limits to manufacturing capacity and changes in the types of products produced, such as biologics, physical limitations, labor disputes or shortages, or other business interruptions; (ix) geopolitical factors in a specific country or region, including any new, or changes in or interpretations of existing, trade regulations, including for example, any new tariffs imposed in the jurisdictions in which we operate, or compliance requirements of other legislation; (v) the failure of a supplier, including sole source or single source suppliers, to provide us with the necessary raw materials, supplies or finished goods within a reasonable timeframe and with required quality; (vi) the failure of a third-party manufacturer to supply us with bulk active or finished product on time; (vii) construction or regulatory approval delays for new facilities or the expansion of existing facilities, including those intended to support future demand for our biologics products; (viii) the failure to meet new and emerging regulations requiring products to be tracked throughout the distribution channels using unique identifiers to verify their authenticity in the supply chain; (ix) other manufacturing or distribution issues, including limits to manufacturing capacity and changes in the types of products produced, such as biologics, physical limitations, labor disputes or shortages, or other business interruptions; and (x) disruptions in supply chain continuity, including from market forces, natural disasters, global disease outbreaks or pandemics (including COVID-19), pandemics, acts of war or terrorism or other unforeseeable or unavoidable events that materially impact one or more of our facilities or a critical supplier.

Source: Item 1A, 10-K 0000014272-26-000004 vs Item 1A, 10-K 0000014272-25-000039

MD&A 205 words changed in this paragraph; it is 33% similar to last year's version.
In 2024, 2025, we have achieved multiple clinical and regulatory milestones approvals across our portfolio portfolio, including the: (i) approvals for approval of Breyanzi in the U.S. and Japan for adults with relapsed or refractory FL and MCL in the U.S. EU, (ii) approval of Camzyos for adults with relapsed or refractory CLL/SLL and MCL; (ii) Reblozyl's expanded the treatment of symptomatic obstructive HCM in Japan, (iii) approval to include the of Opdivo + Yervoy as a first-line treatment of adult patients with transfusion-dependent anemia due to very low, low unresectable or advanced HCC in both the U.S. and intermediate-risk MDS the EU, (iv) approval of Opdivo + Yervoy for first-line treatment of adults and pediatric patients 12 years and older with unresectable or metastatic MSI-High or dMMR colorectal cancer in the EU U.S. and Japan; (iii) FDA Japan, (v) approval of Opdivo as a perioperative regimen for resectable high risk NSCLC in the EU, (vi) approval of Opdivo Qvantig injection for subcutaneous use in most previously approved across multiple adult solid tumor Opdivo indications; (iv) FDA tumors in the EU, and (vii) approval of Opdivo Breyanzi for the treatment of adult patients adults with resectable NSCLC, relapsed or refractory MZL in combination the U.S. Additionally, we received label updates from the FDA that have reduced or removed certain patient monitoring requirements associated with platinum-doublet chemotherapy, followed by single-agent Opdivo as adjuvant treatment after surgery; the use of Camzyos, Breyanzi and (v) FDA approval and subsequent launch of Cobenfy for the treatment of schizophrenia in adults. Abecma.

Source: Item 7, 10-K 0000014272-26-000004 vs Item 7, 10-K 0000014272-25-000039

Legal Proceedings 118 words changed in this paragraph; it is 57% similar to last year's version.
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 names named the current original CVR Agreement Trustee and seeks sought a judgment that plaintiff is Trustee. In January 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 February 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. BMS has filed an amended complaint a motion for reconsideration or, in lieu of responding the alternative, certification for immediate appeal. 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 BMS’s be the trustee. In December 2025, BMS filed a motion to dismiss. dismiss the crossclaims for lack of subject matter jurisdiction or failure to state a claim.

Source: Item 3, via Note 20 – LEGAL PROCEEDINGS AND CONTINGENCIES, 10-K 0000014272-26-000004 vs Item 3, via Note 20 – LEGAL PROCEEDINGS AND CONTINGENCIES, 10-K 0000014272-25-000039

Accounting Policies 109 words changed in this paragraph; it is 35% similar to last year's version.
In November 2024, 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 income statement disclosures. operations or activities specific to one of the parties in the contract. The guidance aims to provide enhanced disclosures of income expense categories 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 amended guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. those annual periods. Early adoption is permitted. The Company is assessing the potential impact of the amended standard.

Source: Item 8, Note 1 – ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS, 10-K 0000014272-26-000004 vs Item 8, Note 1 – ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS, 10-K 0000014272-25-000039

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of BMY's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-12. Each links to the text at sec.gov.

AddedRisk Factors
unforeseen disruptions. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties, which could be significant. The IRA has and will continue to meaningfully impact our business strategies and those of others in the pharmaceutical industry. 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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide Eliquis for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of Eliquis API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to Sotyktu, Zeposia, Reyataz, Baraclude and Orencia for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production. In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the United States, however, such exemptions may be terminated or may not be extended. We remain subject to any current or future pricing mandates implemented outside of the United States, and it is possible that current or future pricing regulations may result in a material impact on our business and results of operations. This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
In July 2025, the OBBBA was enacted which, among other things, aims to achieve efficiencies in U.S. federal government healthcare spending over the next decade, primarily within Medicaid. We are continuing to assess the full scope of this legislation and its potential commercial implications, and it is possible that these changes may impact our cash flows and results of operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
The U.S. and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs. In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029. We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that such tariffs, or future tariffs, may result in a material impact on our business and results of operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
brand and reputation, reduced demand for our products, inability to attract and retain employee talent or other negative impacts on our business and operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
imposed on us that could have a material adverse effect on our competitive position, cash flows, results of operations, financial condition or reputation.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product. Any such delays or difficulties in clinical development could also potentially lead to a material impairment of our intangible assets, including the $19.1 billion of other intangible assets as of December 31, 2025.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In 2025, we have achieved multiple regulatory approvals across our portfolio, including the: (i) approval of Breyanzi for adults with relapsed or refractory FL and MCL in the EU, (ii) approval of Camzyos for the treatment of symptomatic obstructive HCM in Japan, (iii) approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or advanced HCC in both the U.S. and the EU, (iv) approval of Opdivo + Yervoy for first-line treatment of adults and pediatric patients 12 years and older with unresectable or metastatic MSI-High or dMMR colorectal cancer in the U.S. and Japan, (v) approval of Opdivo as a perioperative regimen for resectable high risk NSCLC in the EU, (vi) approval of Opdivo Qvantig for use across multiple adult solid tumors in the EU, and (vii) approval of Breyanzi for the treatment of adults with relapsed or refractory MZL in the U.S. Additionally, we received label updates from the FDA that have reduced or removed certain patient monitoring requirements associated with the use of Camzyos, Breyanzi and Abecma.

Read it in 10-K 2026-02-11 at sec.gov ↗

Show the other 11
AddedMD&A
We continue to pursue activities to advance and expand our pipeline through our internal research and development efforts as well as through business development activities. In 2025, the Company (i) acquired Orbital Therapeutics, which provided the Company with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently in IND-enabling studies for autoimmune disease, (ii) entered into a strategic collaboration with BioNTech to co-develop and co-commercialize BioNTech's investigational bispecific antibody pumitamig (BNT327/BMS986545) across multiple solid tumor types, (iii) acquired a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer, and (iv) expanded our development and manufacturing capabilities by opening a new radiopharmaceutical facility in Indianapolis, Indiana, which will support RPTs acquired in connection with the RayzeBio acquisition. For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to "Item 8. Financial Statements and Supplementary Data — Note 3. Alliances" and "Item 8. Financial Statements and Supplementary Data— Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements".

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide Eliquis for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of Eliquis API to fill the U.S. Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to Sotyktu, Zeposia, Reyataz, Baraclude and Orencia for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production. This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
Further, the U.S. and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs. In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the U.S., 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.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
Opdivo May 2025 EC approval for perioperative regimen of neoadjuvant Opdivo and chemotherapy followed by surgery and adjuvant Opdivo for the treatment of resectable NSCLC at high-risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
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. We have a disease-focused strategy that incorporates lead and supporting assets and pursues high-impact medicines to advance standards of care across our core therapeutic areas. To accelerate progress, we have taken steps to increase the probability of success in our clinical trials and are infusing artificial intelligence throughout our R&D process. Together, these efforts enable us to prioritize programs more deliberately and effectively, delivering novel therapies for patients and driving long-term growth.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
Selling, general and administrative expenses decreased by $1.1 billion or 14%, primarily due to cost savings from the Company's ongoing strategic productivity initiative and lower acquisition-related cash settlements of unvested stock awards, partially offset by higher investments in new product launches.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•As part of its diabetes termination agreement with AstraZeneca, BMS received royalty payments based on net sales, which terminated as of December 31, 2025.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•Royalties and licensing income in 2025 includes (i) $85 million of income recognized in connection with the out-license of five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences and (ii) $170 million of income related to the amendment of a pre-existing out-licensing arrangement, which effectively terminates future royalties BMS

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In July 2025, the U.S. enacted into law new tax legislation, the OBBBA, which among other measures, makes permanent many provisions of the TCJA and modifies certain rules, including within the international tax framework. The OBBBA permits businesses to immediately deduct up to 100% of their qualifying domestic R&D expenses in the year they are incurred for tax years beginning after December 31, 2024, and allows businesses to accelerate deductions (over a one- or two-year period) of domestic R&D expenses that were deferred from 2022 to 2024. The tax impacts from the OBBBA are reflected in the Company's income tax provision for 2025 and in the tax asset and liability balances recorded as of December 31, 2025.

Read it in 10-K 2026-02-11 at sec.gov ↗

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