10-K 0000014272-26-000004 (2026-02-11) vs 10-K 0000014272-25-000039 (2025-02-12)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,532 |
16.2% |
| MD&A | Item 7 | 15,784 |
32.7% |
| Legal Proceedings | Item 3, via Note 20 – LEGAL PROCEEDINGS AND CONTINGENCIES | 3,805 |
21.7% |
| Accounting Policies | Item 8, Note 1 – ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS | 2,874 |
9.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, 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 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.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
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 ↗
RemovedRisk Factors
In addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture. We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes. If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
protection, storage and privacy requirements, including new and greater monetary fines or penalties for privacy violations, and jurisdictions where we operate have passed, or continue to propose, data privacy legislation and or regulations. Failure to comply with these laws could result in significant penalties, including potential exclusion from federal healthcare programs, and reputational harm and could have a material adverse effect on our business and results of operations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
Pharmaceutical products receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Additional clinical trials, head-to-head studies, real-world data analyses, adverse events reports following the use of our products
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedRisk Factors
stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.
Read it in 10-K 2025-02-12 at sec.gov ↗
RewordedRisk Factors
(ix) geopolitical factors in a specific country other manufacturing or region, distribution issues, including any new, or limits to manufacturing capacity and changes in the types of products produced, such as biologics, physical limitations, labor disputes or interpretations of existing, trade regulations, including for example, any new tariffs imposed in the jurisdictions in which we operate, shortages, or compliance requirements of other legislation; 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.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
(ix) (iv) 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; and (x) disruptions in supply chain continuity, including from market forces, natural disasters, global disease outbreaks or pandemics (including COVID-19), acts of war or terrorism or other unforeseeable or unavoidable events that materially impact one or more of our facilities or a critical supplier.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Our future revenues and profit margins could be negatively affected, including as a result of (i) changes in laws laws, agreements and regulations relating to the pricing and reimbursement of pharmaceutical products (including potential penalties for increasing prices over the rate of inflation and government negotiations/price controls that may change the determination of the "best price" and establish a maximum allowed price/reimbursement rate), as well as other changes relating to federal healthcare programs, such as modifying the federal Anti-Kickback statute discount safe harbor harbor, OBBBA and the IRA, which includes a number of provisions intended to lower the costs of some drugs covered under Medicare Part D and Medicare Part B and to limit Medicare beneficiaries’ out-of-pocket spending under the Medicare Part D benefit, (ii) expanded utilization and pharmaceutical company restrictions under the 340B Drug Pricing Program ("340B program"), (iii) cost-cutting measures by federal healthcare programs, such as Medicare and Medicaid, MCOs and other institutional and governmental purchasers, (iii) (iv) the grant of additional authority to governmental agencies to manage drug utilization and negotiate drug prices (including the implementation of the 2020 regulation issued by the U.S. federal government authorizing states and private parties to develop and implement programs to import certain prescription drugs from Canada and sell them in the U.S., and the American Rescue Plan Act of 2021, which eliminated the Medicaid Prescription Drug Rebate cap as of January 1, 2024), (iv) expanded utilization and pharmaceutical company restrictions under the 340B Drug Pricing Program ("340B program"), (v) competition related to placements on applicable commercial and Medicare Part D formularies;
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Significant changes to our sales or pricing practices with regard to the distribution of drugs under the 340B program, an inability to procure data sufficient to identify duplicate claims associated with the increasing volume of 340B program utilization or any material changes in our U.S. payer channel mix, including the commercialization of future products that may be highly utilized within the 340B program, could have an additional adverse effect effects on our revenues and profitability.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
It is possible that more of our products could be selected in future years, years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
For example, (i) royalties related to Keytruda* decreased from 6.5% to 2.5% on January 1, 2024 and are expected to terminate on December 31, 2026, and (ii) royalties related to Tecentriq* are expected to terminate on December 31, 2026. 2026, and (iii) royalties related to the divestiture of our diabetes business terminated on December 31, 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
If we are unable to consistently maintain an adequate pipeline, whether through internal R&D programs or transactions with third parties or if we are unable to support and grow our marketed products, successfully execute the launches of newly approved products, advance our late- late-stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
If we do not meet, are perceived not to meet, or if stakeholders disagree with, our environmental, social and governance aspirational goals, targets or objectives, we risk negative stakeholder reaction, including from proxy advisory services, as well as damage to our 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 ↗
RewordedRisk Factors
As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Royalties have continued to represent a significant percentage of our pretax income, including royalties related to the divestiture of our diabetes business (including the transfer of certain future royalty rights pertaining to Amylin, Onglyza* and Farxiga* product sales), out-licensed intellectual property and the Merck patent infringement settlement.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
A prolonged clinical trial delay could potentially have a significant negative effect on our business, particularly if new competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
The internet exposes patients to greater risk as it is a preferred vehicle for dangerous counterfeit offers and scams because of the anonymity it affords counterfeiters. illegal traders and counterfeiters, and its use can result in the circumvention of controls designed to protect patients.
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 ↗
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
(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues, including royalties received from Merck on Winrevair*.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
•Generic pomalidomide products entered the EU market in August 2024 and are expected to enter the U.S. market in March 2026.
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 ↗
RemovedMD&A
In 2024, we achieved multiple clinical and regulatory milestones across our portfolio including (i) approvals for Breyanzi in the U.S. and Japan for adults with relapsed or refractory FL and in the U.S. for adults with relapsed or refractory CLL/SLL and MCL; (ii) Reblozyl's expanded approval to include the first-line treatment of adult patients with transfusion-dependent anemia due to very low, low and intermediate-risk MDS in the EU and Japan; (iii) FDA approval of Opdivo Qvantig injection for subcutaneous use in most previously approved adult solid tumor Opdivo indications; (iv) FDA approval of Opdivo for the treatment of adult patients with resectable NSCLC, in combination with platinum-doublet chemotherapy, followed by single-agent Opdivo as adjuvant treatment after surgery; and (v) FDA approval and subsequent launch of Cobenfy for the treatment of schizophrenia in adults.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
In 2024, we completed the following acquisitions: (i) Karuna, a biopharmaceutical company in the area of developing and delivering medicines, including Cobenfy, for psychiatric and neurological conditions; (ii) RayzeBio, a clinical-stage radiopharmaceutical therapeutics company with a pipeline of potentially first-in-class and/or best-in-class drug development programs; and (iii) Mirati, a commercial stage targeted oncology company, with a commercialized medicine, Krazati, and clinical programs in development. We also entered into a strategic collaboration with SystImmune, to co-develop and co-commercialize izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based anti-body drug conjugate. Refer to “Item 8. Financial Statements and Supplementary Data—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for additional information.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
In addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture. We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes. If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Opdivo October 2024 FDA approval of Opdivo for the treatment of adult patients with resectable (tumors ≥ 4 cm or node positive) NSCLC and no known epidermal growth factor receptor mutations or anaplastic lymphoma kinase rearrangements, for neoadjuvant treatment, in combination with platinum-doublet chemotherapy, followed by single-agent Opdivo as adjuvant treatment after surgery.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Cobenfy September 2024 FDA approval of Cobenfy for the treatment of schizophrenia in adults.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Augtyro June 2024 FDA accelerated approval of Augtyro for the treatment of adult and pediatric patients 12 years of age and older with solid tumors that have a neurotrophic tyrosine receptor kinase gene fusion, are locally advanced or metastatic or where surgical resection is likely to result in severe morbidity, and have progressed following treatment or have no satisfactory alternative therapy.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Reblozyl April 2024 EC expanded approval of Reblozyl to include the first-line treatment of adult patients with transfusion-dependent anemia due to very low, low and intermediate-risk MDS.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Our R&D strategy is intended to ensure that we support scientific innovation, bringing first-in class and/or best-in-class medicines to patients at an accelerated speed in our core therapeutic areas, as we leverage our differentiated research platforms, including radiopharmaceutical therapy, targeted protein degradation and cell therapy. We have a broad mid- to late-stage pipeline of ongoing Phase II and Phase III programs across our core therapeutic areas. Over the next 24 months, we expect a number of registrational data readouts with the potential to deliver 10 or more new medicines and multiple additional indications over the next five years.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
(a) Beginning in 2024, Puerto Rico revenues are presented as part of International revenues to align with management's review of the Company's financial results. Prior period amounts have been recast to conform to the current presentation.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Augtyro (repotrectinib) —a kinase inhibitor indicated for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with solid tumors that have NTRK gene fusion, are locally advanced or metastatic or where surgical resection is likely to result in severe morbidity, and have progressed following treatment or have no satisfactory alternative therapy.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
•U.S. revenues increased 15% in 2024 primarily due to the prior year impact of patients receiving free drug product from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates products, and higher demand.
Read it in 10-K 2025-02-12 at sec.gov ↗
RemovedMD&A
Marketing, selling and administrative expenses increased by $642 million or 8% primarily due to the impact of acquisitions in 2024, including the cash settlement of unvested stock awards and other related expenses ($372 million) and timing of charitable giving ($124 million).
Read it in 10-K 2025-02-12 at sec.gov ↗
RewordedMD&A
Year Ended December 31, Dollars in millions 2025 2024 2023 Inventory purchase price accounting adjustments $ 51 $ 47 $ 84 Intangible asset impairment 564 1,839 27 Site exit and other costs 127 133 64 Cost of products sold 742 2,019 175 Acquisition related charges(a) 75 372 — Site exit and other costs 43 50 94 Marketing, selling Selling, general and administrative 118 422 94 IPRD impairments 385 980 80 Priority review voucher — 95 Acquisition related charges(a) 18 348 — Site exit and other costs 56 49 12 Research and development 459 1,377 187 Amortization of acquired intangible assets 3,317 8,872 9,047 Interest expense(b) expense (68) (49) (52) Provision for restructuring 563 635 Litigation and other settlements 432 61 (397) Provision for restructuring 635 365 Integration expenses 284 242 Loss on debt redemption 356 — Contingent consideration 351 — Equity investment (gains)/losses (283) (18) 152 Divestiture losses 15 — Integration expenses 147 284 Acquisition expenses 9 50 Other 217 55 (18) 182 Other (income)/expense, net 1,488 1,145 365 Increase to pretax earnings/(loss) before income taxes 6,124 13,835 9,868 Income taxes on items above (732) (2,045) (1,639) Income Specified tax reserve releases charge/(benefit)(b) 99 (502) — Income taxes attributed to non-U.S. tax ruling — (656) Income taxes (633) (2,547) (2,295) Increase to net earnings earnings/(loss) attributable to BMS $ 5,491 $ 11,288 $ 7,573
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year Ended December 31, Dollars in millions 2025 2024 2023 Interest expense $ 1,891 $ 1,947 $ 1,166 Royalty income - divestitures (1,129) (1,104) (862) Royalty and licensing income (1,093) (736) (1,488) Investment income (586) (478) Provision for restructuring 563 635 365 Investment income (478) (449) Integration expenses 284 242 Litigation and other settlements 434 84 (390) Loss on debt redemption 356 — Contingent consideration 351 — Equity investment (gains)/losses, net (280) (16) Integration expenses 147 284 Acquisition expense 9 50 32 Intangible asset impairment 47 29 Equity investment losses/(gains), net (16) 160 Divestiture losses/(gains) 15 — Other 165 37 11 227 Other (income)/expense, net $ 674 $ 893 $ (1,158)
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year Ended December 31, Dollars in millions 2025 2024 2023 Karuna asset acquisition (Note 4) $ — $ 12,122 $ BioNTech upfront fee (Note 3) 1,500 — Orbital asset acquisition (Note 4) 1,379 — Philochem upfront fee (Note 4) 350 — SystImmune upfront fee and milestone (Note 3) 250 800 — LianBio mavacamten rights buy-out BioArctic upfront fee (Note 4) 100 — 445 Evotec designation and opt-in license fees 113 170 90 Orum upfront payment (Note 4) — 100 RayzeBio rights buy-out — 92 — Prothena opt-in license fee — 80 55 Other 29 109 223 Acquired IPRD $ 3,721 $ 13,373 $ 913
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year Ended December 31, Dollars in millions 2025 2024 2023 % Change Gross product sales $ 88,085 $ 83,671 $ 73,679 14% 5% GTN Adjustments Charge-backs and cash discounts (14,067) (11,510) (9,144) 26% 22% Medicaid and Medicare rebates (18,010) (16,551) (13,411) 23% 9% Other rebates, returns, discounts and adjustments (9,253) (8,832) (7,346) 20% 5% Total GTN Adjustments (41,329) (36,893) (29,901) 23% 12% Net product sales $ 46,756 $ 46,778 $ 43,778 7% —% GTN adjustments percentage 47 % 44 % 40 3% U.S. 53 % 49 % 4% U.S. 49 Non-U.S. 19 % 46 % 3% Non-U.S. 20 % 19 % 1% (1)%
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The $19.1 $17.2 billion increase change in cash flow used in investing activities compared to 2023 2024 was due to higher acquisition-related payments for the Mirati, RayzeBio and Karuna acquisitions and SystImmune collaboration of $20.7 billion, $17.9 billion in 2024, partially offset by changes in the amount of lower net proceeds from marketable debt securities held and equity investments of $1.4 billion. $566 million in 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
We believe that our existing cash, cash equivalents and marketable debt securities together with our ability to generate cash generated from operations in the next few years, and, if required, from the issuance of commercial paper, will be and our access to short-term and long-term borrowings are sufficient to satisfy our existing and anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, and debt maturities of approximately $14.0 $8.9 billion through 2029, 2030, as well as any debt repurchases through redemptions or tender offers.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
The $14.5 $15.5 billion change in cash provided by by/(used in) financing activities compared to 2023 2024 was primarily due to higher net borrowings the issuance of $9.6 billion used primarily long-term debt in 2024 to partially fund our the acquisitions of RayzeBio and share Karuna and the repurchases of $5.2 billion debt in 2023. 2025, partially offset by new debt issuances in 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) costs of acquiring a priority review voucher, (vii) divestiture gains or losses, (viii) (vii) stock compensation resulting from acquisition-related equity awards, (ix) (viii) pension, legal and other contractual settlement charges, (x) (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method partnerships and other investments), (x) loss on debt redemptions, and (xi) income resulting from the change in control of the Nimbus TYK2 Program and (xii) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) December 2024 FDA May 2025 EC approval for of Opdivo Qvantig injection for subcutaneous use, a combination product of nivolumab co-formulated with recombinant human hyaluronidase, in most previously approved adult, use across multiple adult solid tumor Opdivo indications tumors as monotherapy, monotherapy maintenance following completion of intravenous Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year Ended December 31, Dollar in Millions 2025 2024 2023 % Change Cost of products sold (a) $ 13,936 $ 13,968 $ 10,693 31% Marketing, selling —% Selling, general and administrative 7,267 8,414 7,772 8% (14)% Research and development 9,951 11,159 9,299 20% (11)% Acquired IPRD 3,721 13,373 913 >200% (72)% Amortization of acquired intangible assets 3,317 8,872 9,047 (2)% (63)% Other (income)/expense, net 674 893 (1,158) (177)% (24)% Total Expenses $ 38,866 $ 56,679 $ 36,566 55% (31)%
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
It is possible that more of our products could be selected in future years, years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Inrebic Myelofibrosis August 2024 Announced that the MCL & MZL July 2025 The supplemental Japanese New Drug Application for Inrebic has been Breyanzi was submitted to the Japan's Pharmaceuticals and Medical Devices Agency for the treatment of myelofibrosis (MF). both relapsed or refractory MCL and relapsed or refractory MZL.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesMD&A
The facilities provide for customary terms and conditions with no financial covenants and may be are used to provide backup liquidity for our commercial paper borrowings.
Read it in 10-K 2026-02-11 at sec.gov ↗
