Form 4: Becton Dickinson CFO reports 278-share withholding from RSU vesting

Rhea-AI Filing Summary

Christopher DelOrefice, EVP & Chief Financial Officer of Becton, Dickinson and Company (BDX), reported a transaction on 09/01/2025. The Form 4 shows 278 shares of BDX common stock were disposed under transaction code "F" with a reported price of $0. The explanatory note states these shares were withheld to satisfy tax withholding obligations related to the vesting of previously granted restricted stock units. After this withholding, Mr. DelOrefice beneficially owns 21,221 shares directly. The filing was signed by Donna Kalazdy by power of attorney on 09/02/2025.

Positive

• Transparent disclosure of the transaction date, post-transaction ownership, and explanatory note about tax withholding
• Form filed promptly with a dated power-of-attorney signature, meeting procedural reporting requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine tax-withholding disposition of 278 shares by the CFO; not a cash sale or signal of change in ownership intent.

This Form 4 documents a tax-withholding event from vested restricted stock units: 278 shares were disposed at a reported price of $0 to satisfy taxes, leaving the reporting person with 21,221 shares beneficially owned. Such transactions are common when equity awards vest and do not represent an open-market sale or active portfolio rebalancing. Because the transaction size is small relative to typical executive holdings in large-cap issuers and the disposition was for tax obligations, the event is immaterial to BDX's capital structure or share float based on the data provided.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements and includes POA signature; no governance concerns evident from the filing.

The filing identifies the reporting person as EVP & Chief Financial Officer and shows the form was filed individually with a power-of-attorney signature dated 09/02/2025. The explanation clarifies the disposition was solely for tax-withholding on vested RSUs. Procedurally, the Form 4 appears complete: transaction date, post-transaction beneficial ownership, and explanatory remark are provided. There is no indication of unreported transactions or policy exceptions in the content supplied.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DelOrefice Christopher

(Last) (First) (Middle)

C/O BECTON, DICKINSON AND COMPANY

1 BECTON DRIVE

(Street)

FRANKLIN LAKES NJ 07417

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BECTON DICKINSON & CO [ BDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		F		278(1)	D	$0	21,221	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld for payment of withholding taxes in connection with the vesting of restricted stock units previously reported on Table 1.

Remarks:

	Donna Kalazdy, by power of attorney for Christopher DelOrefice	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BDX CFO Christopher DelOrefice report on Form 4?

He reported a disposition of 278 shares on 09/01/2025 related to tax withholding from vested restricted stock units, leaving 21,221 shares beneficially owned.

Why is the transaction price listed as $0 on the Form 4?

The filing notes the shares were withheld to satisfy tax withholding obligations, so the reported price is shown as $0 rather than an open-market sale price.

Who signed the Form 4 for Christopher DelOrefice?

The Form 4 was signed by Donna Kalazdy by power of attorney for Christopher DelOrefice on 09/02/2025.

How many BDX shares does DelOrefice own after the transaction?

The Form 4 reports 21,221 shares beneficially owned following the reported withholding transaction.

Does this Form 4 indicate an open-market sale by the CFO?

No. The filing explains the disposition was for tax withholding on vested RSUs, not an open-market sale.