Becton Dickinson Insider Tax Withholding: 773 Shares Withheld

Rhea-AI Filing Summary

Michael Feld, EVP & President, Life Sciences at Becton, Dickinson and Company (BDX), reported a non-derivative disposition of 773 shares of BDX common stock on 08/20/2025. The filing uses transaction code F, and the explanatory note states these shares were withheld to satisfy tax withholding upon vesting of previously granted restricted stock units, so the reported price is shown as $0. After the withholding, Mr. Feld beneficially owned 8,417 shares directly. The Form 4 was signed by Donna Kalazdy by power of attorney on 08/22/2025.

Insights

Financial Analyst

TL;DR Insider withheld 773 shares for taxes after RSU vesting; small, routine change in holdings.

This Form 4 documents a tax-withholding disposition tied to vesting of previously reported restricted stock units, not an open-market sale or new compensation grant. The reduction of 773 shares to a post-transaction balance of 8,417 shares represents a routine settlement activity that does not change the executive's economic exposure meaningfully. There are no cash proceeds reported and no derivative activity disclosed.

Corporate Governance Expert

TL;DR Filing reflects standard compliance with Section 16 reporting for RSU tax withholding.

The disclosure is consistent with standard equity compensation practices and shows timely reporting with a power-of-attorney signature. Because the transaction was a withholding for tax obligations, it does not indicate discretionary insider selling or a change in governance. No material governance or control implications are evident from the information provided.

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

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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^*

Feld Michael

(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 & President, Life Sciences

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		773(1)	D	$0	8,417	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 vesting of previously reported restricted stock unit awards.

Remarks:

	Donna Kalazdy, by power of attorney from Michael Feld	08/22/2025
	** 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 Michael Feld report on the Form 4 for BDX?

The Form 4 reports a disposition of 773 shares on 08/20/2025 related to tax withholding for vested restricted stock units.

What does transaction code F mean on this Form 4?

Transaction code F indicates shares were withheld to satisfy tax withholding obligations in connection with vesting of equity awards.

How many BDX shares does Michael Feld own after the transaction?

Following the withholding, Mr. Feld beneficially owned 8,417 shares of BDX common stock.

Was any cash consideration reported from the transaction?

No cash proceeds were reported; the price is shown as $0, reflecting that shares were withheld to cover taxes rather than sold for cash.

Who signed the Form 4 and when?

The Form 4 was signed by Donna Kalazdy by power of attorney for Michael Feld on 08/22/2025.