Becton Dickinson (NYSE: BDX) details 401(k) blackout for BD stock fund

Rhea-AI Filing Summary

Becton, Dickinson and Company (BD) reports that its BD 401(k) Plan will experience a temporary blackout period for the BD Common Stock Fund in connection with a pending transaction with Waters Corporation. The blackout is being implemented so the Plan can add Waters Common Stock Fund interests to participant accounts. It will begin after the market closes on the closing date of the Waters transaction and is expected to end during the week following that closing date.

During the blackout, Plan participants will not be able to carry out transactions involving the BD Common Stock Fund, including exchanges into or out of the fund, loans or partial withdrawals from amounts invested in the fund, or final distributions if any portion of their accounts is invested in the fund. BD shareholders and other interested parties can obtain the actual beginning and ending dates of the blackout period and related information at no charge by contacting Fidelity at the phone number provided.

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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): December 30, 2025

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey		001-4802		22-0760120
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey 07417-1880

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 847-6800

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $1.00		BDX		New York Stock Exchange
1.900% Notes due December 15, 2026		BDX26		New York Stock Exchange
1.208% Notes due June 4, 2026		BDX/26A		New York Stock Exchange
1.213% Notes due February 12, 2036		BDX/36		New York Stock Exchange
3.519% Notes due February 8, 2031		BDX31		New York Stock Exchange
3.828% Notes due June 7, 2032		BDX32A		New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefits Plans.

On December 30, 2025, Becton, Dickinson and Company (“BD”) received a notice from the administrator of the BD 401(k) Plan (the “Plan”). The notice stated that the BD Common Stock Fund in the Plan will be entering a blackout period due to the pending transaction (the “Transaction”) with Waters Corporation (“Waters”). The reason for the blackout period is to facilitate the addition of the Waters Common Stock Fund interests to accounts in the Plan. The blackout period is scheduled to begin after the market closes on the closing date of the Transaction and end during the week following the closing date of the Transaction. During the blackout period, participants in the Plan will be unable to engage in any transactions in the BD Common Stock Fund, including exchange into or out of the fund, loans from, or partial withdrawals of, any portion of their account balances that are invested in the fund, or final distributions from their Plan accounts if some or all of their account balances under the Plan are invested in the fund.

During the blackout period, participants in the Plan, BD shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to Fidelity at 1-866-715-2068. During the two-year period following the ending date of the Plan blackout period, BD shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquires about the blackout period to Fidelity at 1-866-715-2068.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BECTON, DICKINSON AND COMPANY
				By:		/s/ Stephanie M. Kelly
						Stephanie M. Kelly Chief Securities and Governance Counsel, Corporate Secretary
Dated: January 6, 2026

3

FAQ

What did Becton, Dickinson (BDX) disclose in this 8-K filing?

BD stated that the BD Common Stock Fund in its 401(k) Plan will enter a temporary blackout period related to a pending transaction with Waters Corporation, to allow the addition of Waters Common Stock Fund interests to participant accounts.

Why is the BD 401(k) Plan imposing a blackout period on the BD Common Stock Fund?

The blackout period is being imposed to facilitate the addition of Waters Common Stock Fund interests to participant accounts in the BD 401(k) Plan in connection with the pending transaction with Waters Corporation.

When will the Becton, Dickinson 401(k) blackout period start and end?

The blackout period for the BD Common Stock Fund is scheduled to begin after the market closes on the closing date of the Waters transaction and to end during the week following that closing date.

What transactions are restricted during the BD 401(k) blackout period?

During the blackout, participants cannot exchange into or out of the BD Common Stock Fund, take loans or partial withdrawals from amounts invested in the fund, or receive final distributions from Plan accounts where some or all balances are invested in the BD Common Stock Fund.

How can BD shareholders and participants get information on the blackout period dates?

During the blackout and for two years after it ends, BD shareholders, Plan participants, and other interested parties can obtain the actual beginning and ending dates of the blackout period without charge by contacting Fidelity at 1-866-715-2068.

Does this BD 8-K affect trading of BDX common stock on the NYSE?

The disclosure specifically concerns transactions in the BD Common Stock Fund within the BD 401(k) Plan. It does not describe any change to trading of BDX common stock on the New York Stock Exchange.