Becton, Dickinson and Company Announces Pricing of the Tender Offers and Amounts Accepted for Purchase

Rhea-AI Summary

Becton, Dickinson and Company (NYSE: BDX) announced pricing and accepted amounts for previously announced tender offers to purchase up to $2,000,000,000 aggregate principal amount (the Aggregate Offer Cap) of multiple series of its senior notes.

The company set Total Consideration per $1,000 for each series, will settle early on February 27, 2026 for early tenders, and allocated accepted principal by series (notable acceptances include $656,047,000 of 4.669% notes, $472,349,000 of 4.685% notes, $444,588,000 of 5.081% notes and $262,727,000 of 3.794% notes).

Positive

• Aggregate Offer Cap set at $2,000,000,000
• Accepted $656,047,000 of 4.669% Senior Notes due 2047
• Accepted $472,349,000 of 4.685% Senior Notes due 2044 (equals Offer SubCap)
• Accepted $444,588,000 of 5.081% Senior Notes due 2029
• Accepted $262,727,000 of 3.794% Senior Notes due 2050
• Early Settlement scheduled for February 27, 2026 for early tenders

Negative

• Tender Offers require up to $2.0 billion cash outflow, reducing available liquidity
• Several longer-dated series received $0 accepted principal and were not repurchased
• 3.794% Senior Notes due 2050 were accepted on a prorated basis, limiting full retirements

News Market Reaction – BDX

-2.38%

-2.38% Session close to close

In the Feb 26 session, BDX declined 2.38%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details how BD priced and allocated its cash tender offers for various senior note...

Analysis

This announcement details how BD priced and allocated its cash tender offers for various senior notes within a $2,000,000,000 Aggregate Offer Cap, including early tender payments of $30 per $1,000 and an Early Settlement Date of February 27, 2026. It follows the earlier launch of tender offers on February 10, 2026 and the significant portfolio reshaping tied to the Waters transaction. Investors may track which maturities were most heavily accepted and how these redemptions interact with BD’s stated plans for debt management and capital deployment.

Key Figures

Aggregate Offer Cap: $2,000,000,000 Early Tender Payment: $30 per $1,000 Accepted 4.669% 2047 Notes: $656,047,000 +5 more

8 metrics

Aggregate Offer Cap $2,000,000,000 Maximum aggregate purchase price (excluding accrued interest) for Tender Offers

Early Tender Payment $30 per $1,000 Additional payment per $1,000 principal for securities tendered by Early Tender Date

Accepted 4.669% 2047 Notes $656,047,000 Aggregate principal amount accepted for purchase of 4.669% Senior Notes due 2047

Accepted 4.685% 2044 Notes $472,349,000 Aggregate principal amount accepted for purchase of 4.685% Senior Notes due 2044

Accepted 5.081% 2029 Notes $444,588,000 Aggregate principal amount accepted for purchase of 5.081% Senior Notes due 2029

Accepted 3.794% 2050 Notes $262,727,000 Aggregate principal amount accepted for purchase of 3.794% Senior Notes due 2050 (prorated)

Accepted 6.000% 2039 Notes $61,942,000 Aggregate principal amount accepted for purchase of 6.000% Senior Notes due 2039

Early Settlement Date February 27, 2026 Date on which accepted early tenders are scheduled to be settled

Historical Context

5 past events · Latest: Feb 23 (Neutral)

5 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 23	Product launch	Neutral	-0.6%	Announced BD Vacutainer urine collection kit to streamline diagnostic workflows.
Feb 19	Management change	Neutral	-0.1%	Named Lanesha Minnix as executive vice president and general counsel.
Feb 10	Debt tender launch	Neutral	-17.2%	Commenced tender offers for up to $1.6B of outstanding senior notes.
Feb 09	Spin-off completion	Neutral	-1.3%	Completed spin-off and combination of Biosciences & Diagnostic Solutions with Waters.
Feb 09	Combo transaction	Neutral	-1.3%	Waters detailed completion of combination with BD’s Biosciences & Diagnostic Solutions.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Recent Company History

Over recent weeks BD has focused on portfolio reshaping and balance sheet actions. On Feb 9, 2026, it completed the spin-off and combination of its Biosciences & Diagnostic Solutions business with Waters, receiving $4.0 billion in cash and outlining plans for share repurchases and debt repayment. On Feb 10, 2026, BD announced tender offers for up to $1.6 billion of senior notes, which coincided with a -17.22% one-day price move. Subsequent product and leadership updates saw modest negative reactions.

Key Terms

tender offers, senior notes, senior debentures, accrued interest, +2 more

6 terms

tender offers financial

"today announced the consideration payable in connection with 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

"its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures"

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.

senior debentures financial

"6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027"

Senior debentures are long-term loans a company issues to investors that promise regular interest payments and return of principal but usually do not have specific assets pledged as collateral. They take priority over other unsecured or subordinated debt if the company goes into bankruptcy, so they are typically safer than lower-ranked bonds; that priority affects the interest rate investors demand—think of them as a line in the repayment queue placed ahead of many other creditors.

accrued interest financial

"aggregate purchase price, excluding the 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.

fixed spread financial

"The Total Consideration ... is calculated using the applicable Fixed Spread"

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 settlement date financial

"accepted for purchase on February 27, 2026 (the "Early Settlement Date")"

An early settlement date is the new, earlier day when a financial obligation — such as the delivery of shares, payment for a bond, or completion of a corporate action — is completed sooner than originally scheduled. It matters to investors because receiving cash or assets earlier changes cash flow timing, reinvestment opportunities, tax reporting and short-term risk exposure, like getting a paycheck a week early or having a bill paid ahead of schedule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 consideration payable in connection with its previously announced Tender Offers (as defined below) to purchase for cash up to $2,000,000,000 aggregate purchase price, excluding the applicable Accrued Interest (as defined below) (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 due 2044 (the "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.

The table below sets forth the Total Consideration and aggregate principal amount accepted for purchase for each series of Securities.

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)	Total Consideration  (2)(3)	Aggregate Principal Amount Accepted for Purchase
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	$1,020.51	$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	$1,045.64	$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	$1,065.75	$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	$1,095.99	$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	$934.25	$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	$914.27	$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	$994.98	$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	$933.16	$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	$1,038.38	$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	$789.44	$262,727,000
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	$1,029.08	$0
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	$1,018.12	$0
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	$998.90	$0
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	$1,039.47	$0
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	$1,001.23	$0

(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 (as defined below) 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.

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 by the Company's press release on February 25, 2026 (as so amended, the "Offer to Purchase") announcing the upsizing of the Offer SubCap with respect to the 4.685% Senior Notes and the Aggregate Offer Cap. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The "Total Consideration" listed in the table above per $1,000 principal amount of each series of Securities was determined at 10:00 a.m., New York City time, on February 25, 2026. Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on February 24, 2026 (the "Early Tender Date") are eligible to receive the Total Consideration for Securities accepted for purchase. As previously announced, 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"). 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").

As previously disclosed in the Offer to Purchase, because the aggregate purchase price, excluding the applicable Accrued Interest, of Securities validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Aggregate Offer Cap, the Company will accept for purchase the 3.794% Senior Notes due 2050 on a prorated basis as set forth in the table above. As described further in the Offer to Purchase, Securities tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Since the Tender Offers are fully subscribed at the Early Tender Date, the Company does not expect to accept for purchase any Securities tendered after the Early Tender Date on a subsequent settlement date.

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 Becton, Dickinson (BDX) announce on February 25, 2026 about tender offers?

They announced pricing and accepted amounts for tender offers to purchase up to $2.0 billion aggregate principal. According to the company, Total Consideration per $1,000 was set at 10:00 a.m. New York time on February 25, 2026 and allocations were announced by series.

How much of the 4.669% Senior Notes due 2047 did BDX accept in the tender offers?

BDX accepted $656,047,000 of the 4.669% Senior Notes due 2047. According to the company, that acceptance was subject to the Offer SubCap and the Aggregate Offer Cap and allocated by Acceptance Priority Level.

When will BDX pay for securities accepted in the early tender for the tender offers?

The company elected an Early Settlement Date of February 27, 2026 for securities validly tendered at or prior to the Early Tender Date. According to the company, accrued interest will be paid up to but not including that Early Settlement Date.

Which series were accepted in material amounts in BDX's tender offers and what were the sizes?

Notable accepted principal amounts include $656,047,000 (4.669% 2047), $472,349,000 (4.685% 2044), $444,588,000 (5.081% 2029) and $262,727,000 (3.794% 2050). According to the company, allocations were determined by Acceptance Priority Level.

Does BDX expect to accept any securities tendered after the Early Tender Date for these offers?

No; because the Tender Offers were fully subscribed at the Early Tender Date, BDX does not expect to accept securities tendered after that date. According to the company, securities not accepted will be promptly credited back to holders.