Becton, Dickinson and Company Announces Early Tender Results and Upsizing of Offer SubCap and Aggregate Offer Cap

Rhea-AI Summary

Becton, Dickinson and Company (NYSE: BDX) announced early tender results and an upsizing of its tender offers. The company increased the Aggregate Offer Cap from $1,600,000,000 to $2,000,000,000 and raised the Offer SubCap for its 4.685% Senior Notes due 2044. Withdrawal rights expired Feb 24, 2026; the company elected an Early Settlement Date of Feb 27, 2026. Securities accepted for purchase will be retired and cancelled. Total consideration will be determined by fixed spreads plus Treasury yields at 10:00 a.m. ET on Feb 25, 2026.

Positive

• Aggregate Offer Cap increased by $400,000,000 to $2,000,000,000
• 4.685% Senior Notes Offer SubCap raised and fully tendered at $472,349,000
• Early Settlement elected for Feb 27, 2026 to accelerate debt retirement
• Accepted securities will be retired and cancelled, reducing outstanding debt

Negative

• Proration risk may limit purchases for lower-priority series due to acceptance priority

Key Figures

Upsized Aggregate Offer Cap: $2,000,000,000 Original Aggregate Offer Cap: $1,600,000,000 2047 Notes Offer SubCap: $1,000,000,000 +5 more

8 metrics

Upsized Aggregate Offer Cap $2,000,000,000 New maximum aggregate purchase price for tender offers, excluding accrued interest

Original Aggregate Offer Cap $1,600,000,000 Initial aggregate purchase cap before upsizing

2047 Notes Offer SubCap $1,000,000,000 Offer SubCap for 4.669% Senior Notes due 2047

2044 Notes Offer SubCap $472,349,000 Offer SubCap for 4.685% Senior Notes due 2044, fully tendered at early date

Early Tender Payment $30 Per $1,000 principal for securities tendered by the Early Tender Date

2047 Notes Tendered $656,047,000 Principal amount of 4.669% Senior Notes due 2047 tendered early

Early Tender Date time 5:00 p.m. New York City time Deadline on February 24, 2026 for early tenders

Early Settlement Date February 27, 2026 Expected payment date for securities validly tendered by the Early Tender Date

Market Reality Check

Price: $182.50 Vol: Volume 2,275,778 vs 20-da...

normal vol

$182.50 Last Close

Volume Volume 2,275,778 vs 20-day average 3,120,537 (relative volume 0.73), indicating lighter-than-normal trading ahead of the tender update. normal

Technical Trading below the 200-day MA of 186.87 and about 22.45% under the 52-week high of 235.34.

Peers on Argus

BDX was down about 1% while key peers were mixed: ALC (-0.26%), RMD (-2.88%), BA...

BDX was down about 1% while key peers were mixed: ALC (-0.26%), RMD (-2.88%), BAX (-2.69%), HOLX (-0.07%), and WST (+0.63%). No peers appeared in the momentum scanner, pointing to a company-specific reaction to the tender-offer changes.

Historical Context

5 past events · Latest: Feb 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Product launch	Positive	-0.6%	Introduced BD Vacutainer urine collection system to improve diagnostic workflows.
Feb 19	Management change	Neutral	-0.1%	Appointed new executive vice president and general counsel effective March 16, 2026.
Feb 10	Debt tender launch	Neutral	-17.2%	Commenced cash tender offers for up to $1.6B of outstanding senior notes.
Feb 09	Spin-off & combo	Positive	-1.3%	Completed Biosciences & Diagnostic Solutions combination with Waters, receiving $4B cash.
Feb 09	Partner transaction	Positive	-1.3%	Waters closed combination with BD’s businesses; BD holders own 39.2% of combined firm.

Pattern Detected

Across the last five news events, BDX shares moved negatively after each announcement, including product launches, governance changes, earnings, and prior tender-offer and spin-off news, indicating a recent pattern of selling into corporate developments.

Recent Company History

Over recent months, BD reported solid financials with Q1 2026 revenue of $5.25–$5.252 billion and GAAP diluted EPS of $1.34, while completing the spin-off and combination of its Biosciences & Diagnostic Solutions business with Waters, valued at $18.8 billion. That deal brought in $4 billion cash, with plans to allocate $2 billion to accelerated share repurchases and $2 billion to debt repayment. BD also launched tender offers for up to $1.6 billion of notes, now upsized to $2.0 billion, alongside smaller product and leadership updates. Despite these actions, each event saw modest to sharp negative price reactions.

Market Pulse Summary

This announcement details early tender results and an upsizing of BD’s cash tender offers from $1.6 ...

Analysis

This announcement details early tender results and an upsizing of BD’s cash tender offers from $1.6 billion to $2.0 billion of outstanding notes, with clear caps and priority levels by series. It follows recent actions including a large business combination and stated plans for debt reduction and share repurchases. Investors may focus on how much principal is ultimately retired, the mix of maturities accepted, and subsequent impacts on interest expense and capital allocation flexibility.

Key Terms

tender offers, senior notes, debentures, u.s. treasury reference security, +4 more

8 terms

tender offers financial

"announced the early tender results for its previously announced Tender Offers"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

senior notes financial

"6.700% Senior Notes due 2026"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

debentures financial

"7.000% Senior Debentures due 2027"

A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.

u.s. treasury reference security financial

"by reference to the applicable fixed spread for such Securities specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security"

A U.S. Treasury reference security is a specific U.S. government bond or note chosen as the benchmark that other Treasury instruments use to set yields, prices, or interest payments. Think of it as the labeled item on a store shelf that other similar products are compared to; investors use it as a common yardstick to judge value, gauge interest-rate expectations, and price trades, so changes in that reference can move returns and market behavior.

fixed spread financial

"calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

early tender payment financial

"Early Tender Payment (2)(3) | Principal Amount Tendered at Early Tender Date"

An early tender payment is a sum of money offered to encourage holders of a financial security to sell or return it before its scheduled deadline. It provides an incentive for investors to act sooner, often allowing them to access cash or reduce their risk earlier than planned. This payment matters to investors because it can influence their decision to sell early and can impact the overall value or timing of their investment.

accrued interest financial

"excluding applicable Accrued Interest (as defined below)"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

total consideration financial

"The applicable consideration (the "Total Consideration") offered per $1,000 principal amount"

Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.

AI-generated analysis. Not financial advice.

FRANKLIN LAKES, N.J., Feb. 25, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) (the "Company" or "BD"), a leading global medical technology company, today announced the early tender results for its previously announced Tender Offers (as defined below) to purchase for cash certain of its outstanding debt securities listed in the table below.

In making the announcement, the Company has exercised its previously disclosed right to amend such Tender Offers to (i) increase the Offer SubCap (as defined below) with respect to the 4.685% Senior Notes due 2044 (the "4.685% Senior Notes") and (ii) increase the Aggregate Offer Cap (as defined below) from $1,600,000,000 to an aggregate purchase price of $2,000,000,000, excluding applicable Accrued Interest (as defined below).

The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as amended and supplemented hereby, the "Offer to Purchase"). Except as specifically amended hereby, all other terms of the Tender Offers as previously announced in the Offer to Purchase remain unchanged. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The Company is offering to purchase for cash up to $2,000,000,000 aggregate purchase price, excluding the applicable Accrued Interest (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes, (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032 (collectively, the "Securities" and each a "series"), in the order of priority set forth in the table below (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table below (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap.

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on February 24, 2026 (the "Early Tender Date"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Securities set forth in the table below under "Principal Amount Tendered at Early Tender Date" has been validly tendered and not validly withdrawn in the Tender Offers. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on the Early Tender Date.

Title of Security	CUSIP Number	Principal Amount Outstanding	Offer SubCap	Acceptance Priority Level(1)	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Early Tender Payment (2)(3)	Principal Amount Tendered at Early Tender Date
6.700% Senior Notes due 2026	Registered: 075887CE7 144A: 075887CD9 Reg S: U0740RAE2	$137,032,000	N/A	1	4.250% U.S. Treasury Notes due 11/30/2026	FIT3	+30 bps	$30	$36,474,000
7.000% Senior Debentures due 2027	075887AN9	$116,054,000	N/A	2	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+20 bps	$30	$32,822,000
6.700% Senior Debentures due 2028	075887AQ2	$112,361,000	N/A	3	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+35 bps	$30	$27,313,000
6.000% Senior Notes due 2039	075887AV1	$122,856,000	N/A	4	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+95 bps	$30	$61,942,000
4.875% Senior Notes due 2044	075887BM0	$224,877,000	N/A	5	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+80 bps	$30	$91,153,000
4.669% Senior Notes due 2047	075887BX6	$1,500,000,000	$1,000,000,000	6	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+70 bps	$30	$656,047,000
5.000% Senior Notes due 2040	075887AX7	$90,878,000	N/A	7	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+100 bps	$30	$36,846,000
4.685% Senior Notes due 2044	075887BG3	$982,883,000	$472,349,000	8	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+60 bps	$30	$472,349,000
5.081% Senior Notes due 2029	075887CU1	$600,000,000	N/A	9	3.500% U.S. Treasury Notes due 1/15/2029	FIT1	+30 bps	$30	$444,588,000
3.794% Senior Notes due 2050	075887CK3	$560,000,000	N/A	10	4.625% U.S. Treasury Notes due 11/15/2055	FIT1	+65 bps	$30	$344,737,000
4.874% Senior Notes due 2029	075887CR8	$625,000,000	N/A	11	3.500% U.S. Treasury Notes due 1/15/2029	FIT1	+30 bps	$30	$365,878,000
4.693% Senior Notes due 2028	075887CQ0	$800,000,000	N/A	12	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+20 bps	$30	$424,319,000
3.700% Senior Notes due 2027	075887BW8	$1,725,018,000	N/A	13	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+30 bps	$30	$698,963,000
5.110% Senior Notes due 2034	075887CS6	$550,000,000	N/A	14	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+45 bps	$30	$304,074,000
4.298% Senior Notes due 2032	075887CP2	$500,000,000	N/A	15	3.750% U.S. Treasury Notes due 1/31/2031	FIT1	+65 bps	$30	$269,954,000

(1)	Subject to the Aggregate Offer Cap, Offer SubCap, if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the Tender Offers has been determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.
(2)	Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase.
(3)	The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Securities does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration.

All conditions in respect of the Tender Offers were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for the Securities that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on February 27, 2026 (the "Early Settlement Date").

The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as displayed on the applicable Bloomberg Bond Trader FIT1 or FIT3 page, as applicable, specified in the table above at 10:00 a.m., New York City time, on February 25, 2026. The Company expects to announce the pricing of the Tender Offers later today.

Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to the Early Tender Date are eligible to receive the Total Consideration for Securities accepted for purchase. Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date ("Accrued Interest").

All Securities accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.

Information Relating to the Tender Offers

Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the lead dealer managers for the Tender Offers. Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement@citi.com or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (855) 654-2015 (toll-free) or (212) 430-3774 (collect).

None of the Company or its affiliates, their respective boards of directors, their respective officers, the dealer managers, the tender and information agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation's website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (855) 654-2015 (bankers and brokers can call collect at (212) 430-3774).

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.

About BD
BD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. 

Contacts:
Media	Investors
Matt Marcus VP, Public Relations Matt.Marcus@bd.com	Shawn Bevec SVP, Investor Relations Investor.Relations@bd.com

Forward-Looking Statements
This press release contains certain estimates and other forward-looking statements (as defined under federal securities laws) regarding BD's performance, including in relation to the consummation of the Tender Offers. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to, the factors discussed in BD's filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

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SOURCE BD (Becton, Dickinson and Company)

FAQ

What did BDX announce about its Aggregate Offer Cap on February 25, 2026?

BDX increased the Aggregate Offer Cap from $1.6 billion to $2.0 billion. According to the company, this upsizing expands the total cash the company may use to repurchase eligible outstanding debt securities under the Tender Offers.

Which BDX series had an increased Offer SubCap and how much was tendered early?

The 4.685% Senior Notes due 2044 had an increased Offer SubCap and were tendered for $472,349,000. According to the company, that amount equals the Offer SubCap tendered at the Early Tender Date.

When is the Early Settlement Date for BDX tendered securities and who is eligible?

The Early Settlement Date is February 27, 2026, and only holders who validly tendered and did not withdraw by Feb 24, 2026 are eligible. According to the company, eligible holders receive Total Consideration plus accrued interest.

How will BDX determine the Total Consideration for accepted securities in the tender?

Total Consideration is set by each series' fixed spread plus the yield on the referenced U.S. Treasury at 10:00 a.m. ET on Feb 25, 2026. According to the company, the calculation uses the specified Bloomberg FIT1/FIT3 pages.

Will BDX retire debt securities accepted in the Tender Offers and what is the effect?

All accepted securities will be retired and cancelled and will no longer be outstanding obligations. According to the company, this action reduces the company's outstanding debt principal for the accepted series.