Becton Dickinson (BDX) CEO reports 22,521 vested shares and 165,581 SAR grant

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.

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^*

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
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