百时美施贵宝美股招股说明书(2025-11-03版)

The information in this preliminary prospectus supplement and the accompanying prospectus is not completeand may be changed. This preliminary prospectus supplement and the accompanying prospectus do notconstitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, inany jurisdiction in which offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of any such jurisdiction. PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated October31, 2025) € BMS Ireland Capital Funding Designated Activity Company €% Notes due 20€% Notes due 20€% Notes due 20€% Notes due 20€% Notes due 20 Fully and Unconditionally Guaranteed byBristol-Myers Squibb Company BMS Ireland Capital Funding Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland (the “Issuer”), isoffering €of% Notes due 20(the “20Notes”), €of% Notes due 20(the “20Notes”), €of% Notes due 20(the “20Notes”),€of% Notes due 20(the “20Notes”) and €of% Notes due 20(the “20Notes” and, together with the 20Notes, the 20Notes, the 20Notes and the 20Notes, the “Notes”).The 20Notes will bear interest at a rate of% per annum and will mature on, 20. The 20Notes will bear interest at a rate of% per annum and , 20. The 20Notes will bear interest at a rate of% per annum and will mature on, 20. The 20Notes will bear interest at a rate of% per annum and will mature on, 20. The 20Notes will bear interest at a rate of% per annum and will mature on, 20.Interest on the 20Notes will be payable annually in cash in arrears onof each year, beginning on, 2026. Interest on the 20Notes will be payable annually in cash in arrears onof each year, beginning on, 2026. Interest on the 20Notes will be payable annually in cash in arrears onof each year,beginning on, 2026. Interest on the 20Notes will be payable annually in cash in arrears onof each year, beginning on, 2026. Interest on the 20Notes will be payable annually in cash in arrears onof each year, beginning on, 2026. The Issuer has the option to redeem all or a portion of the 20Notes, the 20Notes, the 20Notes, the 20Notes and the 20Notes at any time prior tomaturity, at the applicable redemption price as described in this prospectus supplement under the heading “Description of Notes—Optional Redemption of the Notes.” Inaddition, the Issuer may redeem the Notes in whole, but not in part, at any time in the event of certain developments affecting taxation. See “Description of Notes—Redemption for Tax Reasons.” The Notes will be the Issuer’s general, unsecured senior obligations and will be fully and unconditionally guaranteed (the “Notes Guarantee”) on a senior unsecuredbasis by Bristol-Myers Squibb Company, the Issuer’s ultimate parent company (the “Parent”). The Notes will rank equally in right of payment with all of the existing andfuture unsecured senior indebtedness of the Issuer, will rank senior in right of payment to all of the existing and future unsecured, subordinated indebtedness of the Issuer,will be effectively subordinated to all of the existing and future secured indebtedness of the Issuer, to the extent of the value of the assets securing such indebtedness, andwill be structurally subordinated to all of the existing and future indebtedness (including trade payables) of the Issuer’s subsidiaries (other than indebtedness and liabilitiesowed to the Issuer, if any). The Notes Guarantee will rank equally in right of payment with all of the existing and future unsecured senior indebtedness of the Parent, willrank senior in right of payment to all of the existing and future unsecured, subordinated indebtedness of the Parent, will be effectively subordinated to all of the existing andfuture secured indebtedness of the Parent, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to all of the existing andfuture indebtedness (including trade payables) of the Parent’s subsidiaries (other than (i) by virtue of the Issuer’s obligations as issuer of the Notes, the Issuer and (ii) withrespect to any indebtedness and liabilities owed to the Parent, if any). Substantially concurrently with this offering, the Parent commenced a tender offer (the “Tender Offer”) to purchase, for cash, various series of the Parent’s outstandingnotes (the “Tender Offer Notes”) as further described in “Summary—Recent Developments.” We intend to use the net proceeds of this offering, together with approximately$3.0 billion of cash on hand, (i) to fund the Tender Offer and/or other repurchase, repayment or redemption of the notes subject to the Tender Offer, (ii) to pay fees andexpenses in connection therewith and with this offering and (iii)to the extent of any remaining proceeds, for general corporate purposes. This offering is not contingent on the consummation of the Tender Offer or the purchase of any of the Tender Offer Notes in con