Company Update

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): March 18, 2024 BRISTOL-MYERS SQUIBB COMPANY (Exact name of registrant as specified in its charter) Delaware 001-01136 22-0790350 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 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 1.000% Notes due 2025   BMY25   New York Stock Exchange 1.750% Notes due 2035   BMY35   New York Stock Exchange Celgene Contingent Value Rights   CELG RT   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 March 18, 2024, Bristol-Myers Squibb Company (“BMS”) issued a press release announcing the completion of its previously announced acquisition (the “Acquisition”) of Karuna Therapeutics, Inc. (“Karuna”). In the Acquisition, each share of Karuna common stock issued and outstanding immediately prior to the effective time of the Acquisition (other than certain excluded shares as described in the agreement and plan of merger entered into among BMS, Karuna and Miramar Merger Sub Inc., a wholly owned subsidiary of BMS) was automatically converted into the right to receive $330.00 in cash, without interest, and subject to any required withholding taxes. A copy of the press release announcing the closing of the Acquisition is filed as Exhibit 99.1 to this report and is incorporated herein by reference.   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 99.1   Press Release of Bristol-Myers Squibb Company, dated March 18, 2024. 104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). EXHIBIT INDEX Exhibit No.   Description 99.1   Press Release of Bristol-Myers Squibb Company, dated March 18, 2024. 104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). 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.   BRISTOL-MYERS SQUIBB COMPANY     Dated: March 18, 2024 By: /s/ Kimberly M. Jablonski   Name: Kimberly M. Jablonski   Title: Corporate Secretary