Becton, Dickinson (NYSE: BDX) starts $1.6B tender offers for outstanding notes

Rhea-AI Filing Summary

Becton, Dickinson and Company has launched cash tender offers to purchase up to $1,600,000,000 aggregate purchase price of various outstanding senior notes and debentures. The notes span maturities from 2026 to 2050 and are accepted in a defined priority order, with certain series subject to individual caps.

The 4.669% Senior Notes due 2047 have an offer sub-cap of $1,000,000,000, and the 4.685% Senior Notes due 2044 have an offer sub-cap of $450,000,000. Holders who tender by 5:00 p.m. New York City time on February 24, 2026 are eligible for a $30 per $1,000 early tender payment in addition to the total consideration.

The tender offers expire at 5:00 p.m. New York City time on March 11, 2026, unless extended or earlier terminated. Pricing for each series will be based on a fixed spread over the yield of a specified U.S. Treasury reference security. Settlement is currently expected on February 27, 2026 for early tenders and March 13, 2026 for tenders at expiration, if conditions are satisfied.

Insights

Corporate debt and capital structure analyst

BD launches up to $1.6B debt tender, reshaping its bond profile.

Becton, Dickinson and Company is offering to repurchase up to $1,600,000,000 aggregate purchase price of multiple bond series, prioritizing shorter-dated and higher-coupon notes. This allows the company to actively manage its debt stack across maturities from 2026 to 2050.

The tender structure uses an acceptance priority ladder and series-specific caps, including a $1,000,000,000 cap on the 4.669% notes due 2047 and a $450,000,000 cap on the 4.685% notes due 2044. Consideration for each series is set via fixed spreads (from +20% to +100% in basis points) over designated U.S. Treasury benchmarks.

Holders who tender by the February 24, 2026 early tender date receive an extra $30 per $1,000 principal, creating an incentive to act before the final expiration on March 11, 2026. Actual impact on BD’s leverage and interest costs will depend on participation levels across the different series.

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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 the earliest event reported): February 10, 2026

BECTON, DICKINSON AND COMPANY

(Exact Name of Registrant as Specified in 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)

 (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:

☐
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	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

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 8.01.
Other Events

On February 10, 2026, Becton, Dickinson and Company (the “Company”) announced that it commenced a series of tender offers to purchase for cash, subject to prioritized acceptance levels, series-specific aggregate principal amount caps, if any, and proration if applicable, up to $1,600,000,000 aggregate purchase price (excluding the applicable accrued interest) 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, (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.

Filed herewith as Exhibit 99.1 and incorporated herein by reference is a copy of the Company’s press release announcing the commencement of the tender offers.

Item 9.01. 
Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated February 10, 2026.
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BECTON, DICKINSON AND COMPANY
Date: February 10, 2026	By:	/s/ Stephanie Kelly

		Name:	Stephanie Kelly
		Title:	Chief Securities and Governance Counsel and Corporate Secretary

Exhibit 99.1

Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt Securities

FRANKLIN LAKES, NJ, February 10, 2026 – BD (Becton, Dickinson and Company) (NYSE: BDX) (the “Company” or “BD”), a leading global medical technology company, today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the “Securities” and each a “series”).

Up to an Aggregate Offer Cap of $1,600,000,000 Aggregate Purchase Price

of the Outstanding Debt Securities Listed Below and each Offer SubCap Listed Below

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)
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
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
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
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
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
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
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
4.685% Senior Notes due 2044	075887BG3	$982,883,000	$450,000,000	8	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+60 bps	$30
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
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
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
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
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
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
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) Subject to the Aggregate Offer Cap (as defined below), Offer SubCap (as defined below), if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the tender offers will be determined in accordance with the applicable Acceptance Priority Level (as defined below and 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 (as defined below). The Total Consideration for each series of Securities does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration.

Subject to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the Company is offering to purchase for cash up to $1,600,000,000 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 due 2044, (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, in the order of priority set forth in the table above (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 above (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 Company reserves the right, but is under no obligation, to increase or decrease the Aggregate Offer Cap and/or any of the Offer SubCaps at any time, subject to applicable law. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The Tender Offers will expire at 5:00 p.m., New York City time, on March 11, 2026, or any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the applicable “Expiration Date”), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on February 24, 2026 (such date and time, as it may be extended with respect to a Tender Offer, the “Early Tender Date”), to be eligible to receive the applicable Total Consideration (as defined below), which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading “Early Tender Payment” (the “Early Tender Payment”), plus Accrued Interest. If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest.

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 “Late Tender Offer Consideration” is equal to the Total Consideration minus the Early Tender Payment.

2

The Tender Offers will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered prior to or at the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be March 13, 2026, the second business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be February 27, 2026, provided that the conditions to the satisfaction of the applicable Tender Offer are satisfied.

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 applicable settlement date of each Tender Offer (“Accrued Interest”).

Tendered Securities may be validly withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on February 24, 2026.

The Tender Offers are subject to the satisfaction or waiver of certain conditions, which are specified in the Offer to Purchase. The Tender Offers are not conditioned upon the tender of any minimum principal amount of the Securities.

Information Relating to the Tender Offers

The Offer to Purchase is being distributed to holders beginning today. 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 will 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).

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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: risks relating to the satisfaction of the conditions to the Tender Offers, as well as other 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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FAQ

What did Becton, Dickinson and Company (BDX) announce in this 8-K?

Becton, Dickinson and Company announced cash tender offers to buy up to $1.6 billion aggregate purchase price of several outstanding senior notes and debentures. The offers prioritize specific bond series and may reduce BD’s outstanding debt depending on bondholder participation and final accepted amounts.

What is the maximum amount BD will spend in the tender offers?

BD set an Aggregate Offer Cap of $1,600,000,000 in purchase price, excluding accrued interest, across all included bond series. The company may, at its discretion and subject to law, increase or decrease this cap and any individual series sub-caps described in the offer documentation.

Which Becton, Dickinson bond series have specific tender sub-caps?

Two bond series have sub-caps: the 4.669% Senior Notes due 2047 are limited to an offer sub-cap of $1,000,000,000, and the 4.685% Senior Notes due 2044 have an offer sub-cap of $450,000,000. Other listed series are subject only to the overall $1.6 billion aggregate cap.

What are the key early tender and expiration dates for BD’s tender offers?

Holders must tender by 5:00 p.m. New York City time on February 24, 2026 to receive the early tender payment. The tender offers are scheduled to expire at 5:00 p.m. New York City time on March 11, 2026, unless BD extends or terminates them earlier under the stated terms.

What incentive do bondholders have to tender early in BD’s offers?

Investors who validly tender by the early tender date are eligible for an additional $30 per $1,000 principal amount as an early tender payment. This is added to the total consideration, which is determined using a fixed spread over yields of specified U.S. Treasury reference securities.

How will BD determine the price paid for each bond series tendered?

For each bond series, BD will calculate the Total Consideration per $1,000 principal by adding a fixed spread to the yield of a designated U.S. Treasury reference security at 10:00 a.m. New York City time on February 25, 2026, as described in the Offer to Purchase.

Who is managing and administering Becton, Dickinson’s tender offers?

Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are lead dealer managers, with three additional co-dealer managers. Global Bondholder Services Corporation acts as tender and information agent, providing documents, handling instructions, and responding to bondholder questions about the tender process.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 68.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 28.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.3 KB