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Becton Dickinson (NYSE: BDX) sells €600M 3.855% 2033 notes to refinance 2026 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Becton, Dickinson and Company, through its Luxembourg finance subsidiary Becton Dickinson Euro Finance S.à r.l., issued €600,000,000 of 3.855% senior unsecured notes due 2033. The notes are fully and unconditionally guaranteed by BD and carry standard covenants and events of default.

BD and Becton Finance expect to use the net proceeds, together with cash on hand, to repay the entire principal outstanding on Becton Finance’s 1.208% notes due June 4, 2026, plus accrued interest, fees and expenses, with any remaining proceeds available for general corporate purposes.

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Insights

BD is refinancing near-term euro debt with a new 2033 note issue.

Becton Dickinson Euro Finance has issued €600,000,000 3.855% notes due 2033, fully guaranteed by BD. The structure includes typical senior unsecured terms, events of default and restrictions on liens, sale-leasebacks and the finance subsidiary’s activities.

Proceeds, combined with cash on hand, are earmarked to repay Becton Finance’s 1.208% notes due June 4, 2026, including accrued interest, fees and expenses, with any excess for general corporate purposes. This shifts part of BD’s euro debt stack from a 2026 to a 2033 maturity without changing overall disclosure about leverage or covenants in this excerpt.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes issued €600,000,000 aggregate principal 3.855% Notes due 2033 issued by Becton Finance
Coupon rate 3.855% Interest rate on notes due 2033
Existing notes repaid 1.208% Notes due June 4, 2026 Target for repayment using offering proceeds
Change of control repurchase price 101% of principal Price to repurchase notes after Change of Control Triggering Event
Standard redemption price 100% of principal Redemption on or after February 20, 2033 plus accrued interest
Interest default grace period 30 days Failure to pay interest before event of default
Covenant breach cure period 60 days Time after notice to cure certain covenant failures
Minimum repurchase denomination €1,000 Change of control offer per holder, integral multiples thereafter
indenture financial
"The Becton Finance Notes were issued pursuant to the indenture, dated May 17, 2019, among Becton Finance, as issuer, BD, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Sixth Supplemental Indenture financial
"as amended and supplemented by the Sixth Supplemental Indenture thereto, dated as of May 20, 2026"
Change of Control Triggering Event financial
"If a Change of Control Triggering Event (as defined in the Becton Finance Sixth Supplemental Indenture) occurs with respect to the Becton Finance Notes"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
Taxing Jurisdiction financial
"imposed by Luxembourg, the United States, or any other jurisdiction in which Becton Finance or BD ... may be organized ... (a “Taxing Jurisdiction”)"
event of default financial
"Each of the following constitutes an event of default under the Becton Finance Indenture with respect to the Becton Finance Notes"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
senior unsecured financial
"The Becton Finance Notes are fully and unconditionally guaranteed on a senior unsecured basis by BD"
Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.
Understanding 8-K Material Events →
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 the earliest event reported): May 20, 2026

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)
(IRS Employer Identification No.)

1 Becton Drive, Franklin Lakes, New Jersey
07417-1880
(Address of principal executive offices)
(Zip Code)

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

N/A
(Former name or former address, if changed since last report)

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))

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
NYSE
1.900% Notes due December 15, 2026
BDX26
NYSE
1.208% Notes due June 4, 2026
 BDX/26A
NYSE
1.213% Notes due February 12, 2036
 BDX/36
 NYSE
3.855% Notes due May 20, 2033
 BDX/33A
NYSE

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

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 1.01.
Entry into a Material Definitive Agreement.

Subsidiary Notes Offering

On May 20, 2026, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Becton Finance”) and an indirect, wholly-owned subsidiary of Becton, Dickinson and Company (“BD”), issued €600,000,000 aggregate principal amount of its 3.855% Notes due 2033 (the “Becton Finance Notes”) in an underwritten public offering.

Indenture and Supplemental Indenture

The Becton Finance Notes were issued pursuant to the indenture, dated May 17, 2019, among Becton Finance, as issuer, BD, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Becton Finance Base Indenture”), as amended and supplemented by the Sixth Supplemental Indenture thereto, dated as of May 20, 2026 (the “Becton Finance Sixth Supplemental Indenture” and, together with the Becton Finance Base Indenture, the “Becton Finance Indenture”).

The Becton Finance Notes are fully and unconditionally guaranteed on a senior unsecured basis by BD.

Becton Finance may, at its option, redeem the Becton Finance Notes, in whole or in part, at any time and from time to time prior to February 20, 2033 (three months prior to the maturity date of the Becton Finance Notes) at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the remaining scheduled payments on the Becton Finance Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 15 basis points, plus accrued and unpaid interest, to but excluding the date of redemption on the principal balance of the Becton Finance Notes being redeemed. At any time on or after February 20, 2033, the Becton Finance Notes will be redeemable at Becton Finance’s option, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Becton Finance Notes to be redeemed, plus accrued and unpaid interest hereon to, but excluding, the redemption date.

Becton Finance or, in the case of its guarantee, BD, will, subject to certain exceptions and limitations set forth in the BD Finance Sixth Supplemental Indenture, pay as additional interest on the Becton Finance Notes such additional amounts as are necessary in order that the net payment by Becton Finance of the principal of and interest on each of the Becton Finance Notes to a holder after withholding or deduction solely with respect to any present or future tax, assessment or other governmental charge imposed by Luxembourg, the United States, or any other jurisdiction in which Becton Finance or BD or, in each case, any successor thereof, may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), will not be less than the amount provided in the Becton Finance Notes to be then due and payable. If, as a result of any change in, or amendment to, the tax laws of a Taxing Jurisdiction, or an official interpretation thereof, Becton Finance becomes or, based upon a written opinion of independent counsel selected by Becton Finance, will become obligated to pay such additional amounts with respect to the Becton Finance Notes, Becton Finance may at any time at its option redeem, in whole, but not in part, the Becton Finance Notes at 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

If a Change of Control Triggering Event (as defined in the Becton Finance Sixth Supplemental Indenture) occurs with respect to the Becton Finance Notes, unless Becton Finance has exercised its right to redeem the Becton Finance Notes as described above, Becton Finance will be required to make an offer to each holder of outstanding Becton Finance Notes to repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess thereof) of that holder’s Becton Finance Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the rights of holders of such Becton Finance Notes on the relevant record date to receive interest due on the relevant interest payment date.

Each of the following constitutes an event of default under the Becton Finance Indenture with respect to the Becton Finance Notes: (1) failure to pay any installment of interest on the Becton Finance Notes when due and payable, continued for 30 days; (2) failure to pay the principal when due of the Becton Finance Notes, whether at stated maturity or otherwise; (3) failure to observe or perform any other covenants, conditions or agreements of Becton Finance or BD with respect to the Becton Finance Notes for 60 days after Becton Finance receives notice of such failure; (4) certain events of bankruptcy, insolvency or reorganization of Becton Finance or BD; or (5) BD’s guarantee ceases to be in full force and effect. If an event of default occurs, the principal amount of the Becton Finance Notes may be accelerated pursuant to the Becton Finance Indenture.

The Becton Finance Indenture includes requirements that must be met if Becton Finance or BD consolidates or merges with, or sells all or substantially all of their respective assets to, another entity. The Becton Finance Indenture also contains certain restrictive covenants with respect to Becton Finance, BD and its restricted subsidiaries, including a limitation on liens, a restriction on sale and leasebacks and a restriction on Becton Finance’s activities that are inconsistent with its designation as a finance subsidiary.

The foregoing summary is qualified in its entirety by reference to the text of the Becton Finance Base Indenture, a copy of which is incorporated by reference herein from Exhibit 4.7 to BD’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019, the Becton Finance Sixth Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and the Form of 3.855% Notes due 2033, a copy of which is filed herewith as Exhibit 4.2.

BD and Becton Finance expect to use the net proceeds from the Becton Finance Offering, together with cash on hand, to repay the entire aggregate principal amount outstanding of Becton Finance’s 1.208% Notes due June 4, 2026, and to pay accrued interest, fees and expenses in connection therewith, with any remaining net proceeds to be used for general corporate purposes.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.
Financial Statements and Exhibits.

Exhibit
No.
 Description

 
4.1
Sixth Supplemental Indenture, dated as of May 20, 2026, among Becton Dickinson Euro Finance S.à r.l., as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2
Form of 3.855% Notes due May 20, 2033 of Becton Dickinson Euro Finance S.à r.l.
5.1
Opinion of Stephanie Kelly, Chief Securities and Governance Counsel, Corporate Secretary of Becton, Dickinson and Company, relating to the Becton Finance Notes.
5.2
Opinion of Loyens & Loeff Luxembourg S.à r.l., relating to the Becton Finance Notes.
5.3
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, relating to the Becton Finance Notes.
23.1
Consent of Stephanie Kelly, Chief Securities and Governance Counsel, Corporate Secretary of Becton, Dickinson and Company (included as part of Exhibit 5.1).
23.2
Consent of Loyens & Loeff Luxembourg S.à r.l. (included as part of Exhibit 5.2).
23.3
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.3).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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
  
(Registrant)

 
By:
  
/s/ Stephanie Kelly

 
Stephanie Kelly

 
Chief Securities and Governance Counsel and Corporate Secretary

   
Date: May 20, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What new notes did Becton Dickinson (BDX) issue in this 8-K?

Becton Dickinson, through Becton Dickinson Euro Finance S.à r.l., issued €600,000,000 aggregate principal amount of 3.855% Notes due 2033. These are senior unsecured obligations of the subsidiary and are fully and unconditionally guaranteed by BD.

How will Becton Dickinson (BDX) use the €600 million note proceeds?

BD and Becton Finance expect to use the net proceeds, with cash on hand, to repay all principal outstanding on Becton Finance’s 1.208% Notes due June 4, 2026, pay related interest, fees and expenses, and apply any remaining funds to general corporate purposes.

What redemption options apply to Becton Dickinson’s new 3.855% notes?

Becton Finance may redeem the notes before February 20, 2033 at the greater of 100% of principal or a make-whole amount plus interest. On or after that date, it may redeem at 100% of principal plus accrued interest.

What happens to Becton Dickinson’s new notes on a change of control?

If a Change of Control Triggering Event occurs, Becton Finance must offer to repurchase each holder’s notes in amounts of €1,000 or multiples, at 101% of principal plus accrued interest, unless the notes have already been redeemed.

What are key events of default on Becton Dickinson’s 3.855% notes?

Events of default include 30 days’ failure to pay interest, failure to pay principal when due, certain covenant breaches remaining uncured for 60 days, specified bankruptcy or insolvency events for Becton Finance or BD, and if BD’s guarantee ceases to be in full force.

Filing Exhibits & Attachments

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