Becton Dickinson insider withholds 216 BDX shares on RSU vesting

Rhea-AI Filing Summary

Becton, Dickinson and Company insider Richard Byrd, serving as EVP & President Interventional, reported a transaction dated 09/01/2025 involving 216 shares of BDX common stock that were disposed at a reported price of $0. The filing shows 6,736 shares owned following the transaction. The explanatory note states these 216 shares were withheld to satisfy withholding taxes related to the vesting of previously granted restricted stock units. The Form 4 was signed by a power of attorney on 09/02/2025.

Positive

• Transparency: The reporting person disclosed the tax-withholding disposition promptly on Form 4 with a clear explanatory footnote
• Insider ownership retained: After withholding, the reporting person still beneficially owns 6,736 shares, indicating continued insider stake

Negative

• None material disclosed: The filing shows an administrative withholding; no material negative developments are reported

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested restricted stock units; no open-market sale or change in compensation structure disclosed.

The filing documents a standard withholding of 216 shares to cover taxes when restricted stock units vested, which is a common administrative step and not a voluntary sale. The disclosure shows 6,736 shares remain beneficially owned by the reporting person, preserving continuity of insider ownership. There is no indication of additional dispositions, derivative transactions, or changes in role from the information provided.

Securities Analyst

TL;DR: Small, non-market disposition for tax purposes; immaterial to company valuation.

The transaction code and footnote explicitly state the shares were withheld to satisfy tax withholding on vested RSUs. Because the disposition amount (216 shares) is modest relative to total insider holdings reported (6,736 shares remaining) and no cash proceeds are reported, this action is administrative. Investors seeking material insider liquidity events will find no evidence of open-market sales or larger-scale disposals in this filing.

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

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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^*

Byrd Richard

(Last) (First) (Middle)

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 Interventional

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		216(1)	D	$0	6,736	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 Richard Byrd	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).
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FAQ

What did Richard Byrd report in the Form 4 for BDX?

He reported the disposition of 216 shares of BDX common stock on 09/01/2025, with 6,736 shares owned after the transaction.

Why were 216 shares disposed according to the filing?

The filing explains the 216 shares were withheld to pay withholding taxes in connection with the vesting of restricted stock units.

Was the 216-share disposition an open-market sale with cash proceeds?

No; the transaction reports a price of $0 and is described as tax withholding, not an open-market sale.

Who signed the Form 4 and when?

The form was signed by Donna Kalazdy, by power of attorney for Richard Byrd, on 09/02/2025.

What is Richard Byrd's role at Becton, Dickinson and Company?

He is reported as an Officer with the title EVP & President Interventional.