Becton Dickinson CEO receives 22,521 shares and 165,581 SARs

Becton Dickinson & Co. reported equity award activity for its Chairman, CEO and President.

Accepted by SEC EDGAR 12/01/2025 - 11:51 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Becton Dickinson & Co. reported equity award activity for its Chairman, CEO and President. On 11/26/2025, the executive acquired 22,521 shares of common stock at $0, representing shares received upon vesting of performance-based equity awards. On the same date, 17,421 shares of common stock were disposed at $0, representing shares withheld to cover taxes related to these performance units and previously reported restricted stock units.

The executive’s directly owned common stock after these transactions totaled 105,471 shares. In addition, the executive was granted stock appreciation rights covering 165,581 shares of common stock with a conversion or exercise price of $193.9 per share. These stock appreciation rights become exercisable in four annual installments beginning on 11/26/2026 and expire on 11/26/2035, and are held directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Polen Thomas E Jr

Role Chairman, CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights	165,581	$0.00	$0.00
Grant/Award	Common Stock	22,521	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	17,421	$0.00	$0.00

Holdings After Transaction: Stock Appreciation Rights — 165,581 contracts (Direct); Common Stock — 105,471 shares (Direct)

Holdings Before and After: Stock Appreciation Rights, 0 to 165,581 contracts (Direct); Common Stock, 100,371 to 105,471 shares (Direct)

Footnotes (3)

1. F1. Represents shares received upon vesting of performance-based equity awards.
2. F2. Represents shares withheld for payment of withholding taxes in connection with (A) the vesting of the performance units referred to in footnote (1) and (B) the vesting of restricted stock units previously reported on Table I.
3. F3. The stock appreciation rights vest in four annual installments beginning November 26, 2026.

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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
Estimated average burden
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^*

Polen Thomas E Jr

(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)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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	11/26/2025		A		22,521(1)	A	$0	122,892	D
Common Stock	11/26/2025		F		17,421(2)	D	$0	105,471	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
Stock Appreciation Rights	$193.9	11/26/2025		A		165,581		11/26/2026(3)	11/26/2035	Common Stock	165,581	$0	165,581	D

Explanation of Responses:

1. Represents shares received upon vesting of performance-based equity awards.

2. Represents shares withheld for payment of withholding taxes in connection with (A) the vesting of the performance units referred to in footnote (1) and (B) the vesting of restricted stock units previously reported on Table I.

3. The stock appreciation rights vest in four annual installments beginning November 26, 2026.

Remarks:

	Donna Kalazdy, by power of attorney from Thomas E. Polen, Jr.	12/01/2025
	** 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.