Bristol Myers Squibb (BMY) Risk Factor Changes

Nevertheless, this forum selection provision in our bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers and othe…

Our amended bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and excl…

The declaration, amount and timing of any dividends fall within the discretion of our Board.

Additionally, our business and operations may be adversely affected by political volatility, conflicts or crises in individual countries or regions, including terrorist activities or war and pandemics or epidemics.

Global economic and political risks pose significant challenges to a company’s growth and profitability and are difficult to mitigate.

Certain of our acquisitions, including most recently the Mirati, Karuna and RayzeBio acquisitions, increased the amount of our debt resulting in additional interest expense, and we may incur more debt to finance futur…

Our success and execution of our strategy is largely dependent on our continued ability to (i) attract and retain highly qualified scientific, technical and management workforce, including people with expertise in cli…

Failure to attract and retain a highly qualified workforce or to maintain our workplace culture could affect our ability to successfully develop and commercialize products.

If the execution or implementation of acquisitions, divestitures, alliances, joint ventures and other portfolio actions is not successful, it could adversely impact our financial condition, cash flows and results of o…

We may not be successful in separating underperforming or non-strategic assets, and gains or losses on the divestiture of, or lost operating income from, such assets may affect our earnings.

Our strategy is focused on delivering innovative, transformational medicines to patients in a focused set of disease areas.

We have entered into several arrangements which entitle us to potential royalties from third parties for out-licensed intellectual property, commercialization rights and sales-based contingent proceeds related to the…

In addition, we face certain risks as we seek to leverage artificial intelligence programs and machine learning (“AI”) to optimize productivity and efficiency in various aspects of the organization.

We rely extensively on information technology systems, networks and services, including internet sites, data hosting and processing facilities and tools, physical security systems and other hardware, software and tech…

Thefts of inventory at warehouses, plants or while in-transit, which are then not properly stored and are later sold through unauthorized channels that do not adhere to customary supply chain standards, could adversel…

Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing standards and often do not contain the correct ingredients.

Pharmaceutical products receive regulatory approval based on data obtained in controlled clinical trials of limited duration.

Moreover, from time to time we establish and publicly announce environmental, social and governance aspirational goals and commitments.

In addition, the U.S.

We are currently subject to a number of government laws and regulations and, in the future, could become subject to new government laws and regulations.

In addition, manufacturing processes for novel cell-based therapies, such as CAR-T cell therapies, and radiopharmaceutical therapeutics in development are still evolving, and our processes may be more complicated or m…

In addition, we face competition from new products entering the market.

In addition, both the U.S.

We can provide no assurance when or whether any of our products under development will be approved or launched or whether any products, once launched, will be commercially successful.

Commercialization launch delays are especially common when a product is expected to have a REMS program, as required by the FDA to address significant risk/benefit issues.

In addition, product extensions or additional indications may not be approved.

We participate in the 340B program, under which we must offer covered outpatient drugs to statutorily defined covered entities at no more than the 340B program “ceiling price”.

In particular, the IRA has and will continue to have the effect of reducing prices and reimbursements for certain of our products, which could significantly impact our business.

Our amended bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and excl…

Global economic and political risks pose significant challenges to a company’s growth and profitability and are difficult to mitigate.

stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.

to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.

Pharmaceutical products receive regulatory approval based on data obtained in controlled clinical trials of limited duration.

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 legislat…

interact with these entities.

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 a…

Commercialization launch delays are especially common when a product is expected to have a REMS program, as required by the FDA to address significant risk/benefit issues.

face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware.

competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product.

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

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

The U.S.

introduction of competitive products that treat diseases and conditions like those treated by our products and product candidates.

In July 2025, the OBBBA was enacted which, among other things, aims to achieve efficiencies in U.S.

In December 2025, we announced the U.S.

unforeseen disruptions.