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Becton Dickinson (BDX) CEO exercises 43,278 SARs and disposes shares under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Becton Dickinson & Co. Chairman, CEO and President Thomas E. Polen Jr. exercised 43,278 Stock Appreciation Rights on August 13, 2026 at a conversion price of $167.25 per share, receiving an equal number of common shares, then returned 39,126 shares to the issuer and sold 4,152 shares at $185.00 per share. These transactions were made pursuant to a Rule 10b5-1 plan adopted on March 2, 2026.

Positive

  • None.

Negative

  • None.
Insider Polen Thomas E Jr
Role Chairman, CEO and President
Sold 4,152 shs ($768K)
Approx. gross sale proceeds $768K
Approx. exercise cost $7.24M
Type Security Shares Price Value
Exercise Stock Appreciation Rights F1, F2 43,278 $0.00 $0.00
Exercise Common Stock 43,278 $167.25 $7.24M
Disposition Common Stock 39,126 $185.00 $7.24M
Sale Common Stock 4,152 $185.00 $768K
Holdings After Transaction: Stock Appreciation Rights — 0 shares (Direct); Common Stock — 110,163 shares (Direct)
Footnotes (2)
  1. F1. Award terms reflect the adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
  2. F2. The stock appreciation rights vested in four annual installments beginning November 26, 2018.
Stock Appreciation Rights exercised 43,278 shares Stock Appreciation Rights converted into common stock on August 13, 2026
SAR conversion price $167.25 per share Conversion or exercise price for 43,278 Stock Appreciation Rights
Shares disposed to issuer 39,126 shares at $185.00 Disposition of common stock to Becton Dickinson & Co. on August 13, 2026
Shares sold 4,152 shares at $185.00 Sale of common stock on August 13, 2026 in open market or private transaction
10b5-1 plan adoption date March 2, 2026 Date Thomas E. Polen Jr. adopted the Rule 10b5-1 trading plan
Rule 10b5-1 plan regulatory
"The reported transaction was made pursuant to a Rule 10b5-1 plan"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Stock Appreciation Rights financial
"security_title: Stock Appreciation Rights; underlying security common stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"

FAQ

What did BDX Chairman and CEO Thomas E. Polen Jr. report on this Form 4?
Thomas E. Polen Jr. reported exercising 43,278 Stock Appreciation Rights into common stock and then disposing of shares, including a sale of 4,152 shares at $185.00 and returning 39,126 shares to Becton Dickinson & Co. on August 13, 2026.

How many BDX shares did Thomas E. Polen Jr. sell and at what price?
Thomas E. Polen Jr. sold 4,152 shares of common stock at a price of $185.00 per share. This sale followed the exercise of Stock Appreciation Rights that converted into 43,278 shares of Becton Dickinson & Co. common stock on the same date.

What derivative securities did the BDX CEO exercise in this filing?
The CEO exercised 43,278 Stock Appreciation Rights with a conversion price of $167.25 per share, originally granted with an exercise date of November 26, 2018 and an expiration date of November 26, 2027, resulting in the issuance of the same number of common shares.

Were the reported BDX transactions by Thomas E. Polen Jr. under a Rule 10b5-1 plan?
Yes. The company states the reported transactions were made pursuant to a Rule 10b5-1 plan adopted by Thomas E. Polen Jr. on March 2, 2026, indicating they followed a pre-arranged trading schedule rather than discretionary timing.

What does the disposition to issuer mean in this BDX Form 4?
The filing shows a disposition of 39,126 common shares to Becton Dickinson & Co. at $185.00 per share, coded as a disposition to the issuer, separate from the open-market style sale of 4,152 shares on the same date.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/13/2026M43,278A$167.25153,441D
Common Stock08/13/2026D39,126D$185114,315D
Common Stock08/13/2026S4,152D$185110,163D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights$167.25(1)08/13/2026M43,27811/26/2018(2)11/26/2027Common Stock43,278$00D
Explanation of Responses:
1. Award terms reflect the adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
2. The stock appreciation rights vested in four annual installments beginning November 26, 2018.
Remarks:
The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on March 2, 2026.
Donna Kalazdy, by power of attorney from Thomas E. Polen, Jr.08/14/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR