BD executive has shares withheld for taxes

Becton Dickinson & Co executive Neal Shana Carol reported a tax-related share withholding tied to equity compensation.

Rhea-AI Filing Summary

Becton Dickinson & Co executive Neal Shana Carol reported a tax-related share withholding tied to equity compensation. On this Form 4, 1,146 shares of common stock were withheld to cover withholding taxes upon vesting of previously granted restricted stock units. After this non-market disposition, Carol directly holds 23,966 common shares. The filing also notes that direct holdings reflect adjustments connected to the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp., which affected the number of shares underlying previously reported unvested time-based restricted stock units.

Insider Trade Summary

Exercise Price or Tax Liability: 1,146 shares

Exercise Price or Tax Liability 1 txn

Insider Neal Shana Carol

Role EVP and Chief People Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,146	$0.00	$0.00

Holdings After Transaction: Common Stock — 23,966 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld for payment of withholding taxes in connection with the vesting of restricted stock units previously reported on Table I.
2. F2. Direct holdings reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp. to the number of shares underlying previously reported and unvested time-vested restricted stock units held by the reporting person.

Key Figures

Shares withheld for taxes: 1,146 shares Shares owned after transaction: 23,966 shares

2 metrics

Shares withheld for taxes 1,146 shares Withholding for RSU vesting tax liability

Shares owned after transaction 23,966 shares Direct common stock holdings post-transaction

Key Terms

restricted stock units, withholding taxes, time-vested restricted stock units

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units previously reported on Table I"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"Represents shares withheld for payment of withholding taxes in connection with the vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

time-vested restricted stock units financial

"unvested time-vested restricted stock units held by the reporting person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BDX executive Neal Shana Carol report?

Neal Shana Carol reported a tax-withholding disposition of 1,146 Becton Dickinson common shares. The shares were withheld to pay withholding taxes triggered by the vesting of previously granted restricted stock units, rather than being sold in the open market.

Does the BDX Form 4 filing show an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered back to the issuer to satisfy withholding tax obligations arising from restricted stock unit vesting, a common administrative step for equity compensation.

How many BDX shares does Neal Shana Carol hold after this transaction?

After the tax-withholding transaction, Neal Shana Carol directly holds 23,966 shares of Becton Dickinson common stock. This figure reflects his post-transaction direct ownership and incorporates adjustments noted in connection with the Waters Corp. business combination.

What triggered the 1,146-share tax withholding reported by BDX?

The 1,146-share withholding was triggered by the vesting of restricted stock units previously reported for Neal Shana Carol. When these RSUs vested, shares were automatically withheld to cover associated withholding taxes instead of the executive paying those taxes in cash.

How is the Waters Corp. combination mentioned in this BDX Form 4?

The Form 4 notes that direct holdings reflect adjustments from combining Becton Dickinson’s Biosciences and Diagnostic Solutions businesses with Waters Corp. These adjustments affected the number of shares underlying previously reported, unvested time-vested restricted stock units held by Neal Shana Carol.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 05:28 PM Learn about SEC filing dates

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^*

Neal Shana Carol

(Last) (First) (Middle)

C/O BECTON, DICKINSON AND COMPANY

1 BECTON DRIVE

(Street)

FRANKLIN LAKES NEW JERSEY 07417

(City) (State) (Zip)

UNITED STATES

(Country)

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 and Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

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

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

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	04/06/2026		F		1,146(1)	D	$0	23,966(2)	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 I.

2. Direct holdings reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp. to the number of shares underlying previously reported and unvested time-vested restricted stock units held by the reporting person.

Remarks:

	Donna Kalazdy, by power of attorney for Shana Carol Neal	04/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)