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BDX (BDX) CEO Polen sells shares and exercises 20,209 stock rights

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

Rhea-AI Filing Summary

Becton Dickinson & Co. Chairman, CEO and President Thomas E. Polen Jr. reported several transactions in company common stock. He sold 2,764 shares in an open-market sale at a weighted average price of $146.35 per share, with actual prices ranging from $145.21 to $147.49. He also disposed of 17,445 shares to the issuer at $146.15 per share and exercised stock appreciation rights covering 20,209 shares at an exercise price of $126.16 per share, receiving the underlying common stock. After these moves, he continues to hold over 100,000 shares directly, indicating that the transactions represent a partial, not complete, change in his equity position.

Positive

  • None.

Negative

  • None.

Insights

CEO executed a routine option exercise with relatively small net share sale.

Chairman and CEO Thomas E. Polen Jr. exercised stock appreciation rights on 20,209 shares at an exercise price of $126.16, converting a derivative award into common stock. On the same date he sold 2,764 shares in the open market at a weighted average of $146.35 and disposed of 17,445 shares back to the issuer at $146.15.

The filing’s share counts show that Polen retains more than 100,000 shares directly, so the dispositions represent a minority portion of his visible equity stake. There are no remaining stock appreciation rights listed after these exercises, suggesting this award was fully exercised.

Footnotes explain that the sale price reflects multiple trades within a narrow price band and that prior awards and holdings were adjusted in connection with combining the Biosciences and Diagnostic Solutions businesses with Waters Corp. These details indicate administrative and compensation-related adjustments rather than a wholesale shift in insider sentiment.

Insider Polen Thomas E Jr
Role Chairman, CEO and President
Sold 2,764 shs ($405K)
Type Security Shares Price Value
Exercise Stock Appreciation Rights 20,209 $0.00 --
Exercise Common Stock 20,209 $126.16 $2.55M
Disposition Common Stock 17,445 $146.15 $2.55M
Sale Common Stock 2,764 $146.35 $405K
Holdings After Transaction: Stock Appreciation Rights — 0 shares (Direct, null); Common Stock — 125,680 shares (Direct, null)
Footnotes (1)
  1. The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $145.21 through $147.49. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request. 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. Award terms reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp. The stock appreciation rights vested in four annual installments beginning November 26, 2017.
Open-market sale 2,764 shares at $146.35 Common Stock sale on June 1, 2026 (weighted average price)
Disposition to issuer 17,445 shares at $146.15 Common Stock disposition coded as transfer to issuer
SARs exercised 20,209 shares at $126.16 Stock Appreciation Rights exercise into Common Stock
Post-sale holdings 110,163 shares Direct holdings shown after the open-market sale entry
Post-disposition holdings 108,235 shares Direct holdings shown after disposition-to-issuer entry
Post-exercise holdings 125,680 shares Direct holdings shown after SARs exercise entry
Stock Appreciation Rights financial
"security_title": "Stock Appreciation Rights""
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_action": "issuer disposition""
weighted average sale price financial
"The reported sale price reflects the weighted average sale price for multiple transactions."
time-vested restricted stock units financial
"unvested time-vested restricted stock units held by the reporting person."
vested in four annual installments financial
"The stock appreciation rights vested in four annual installments beginning November 26, 2017."
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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)
06/01/2026		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 Stock06/01/2026M20,209A$126.16125,680D
Common Stock06/01/2026D17,445D$146.15108,235D
Common Stock06/01/2026S2,764D$146.35(1)110,163(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights$126.16(3)06/01/2026M20,209(3)11/26/2017(4)11/26/2026Common Stock20,209$00D
Explanation of Responses:
1. The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $145.21 through $147.49. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.
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.
3. Award terms reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
4. The stock appreciation rights vested in four annual installments beginning November 26, 2017.
Remarks:
The reported transactions were 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.06/03/2026
** 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

FAQ

What insider transactions did BDX CEO Thomas E. Polen Jr. report on June 1, 2026?

Thomas E. Polen Jr. reported selling 2,764 BDX common shares in an open-market transaction and disposing of 17,445 shares to the issuer. He also exercised stock appreciation rights covering 20,209 shares, receiving common stock at a $126.16 exercise price.

How many Becton Dickinson (BDX) shares did the CEO sell and at what price?

He sold 2,764 BDX common shares in an open-market sale at a weighted average price of $146.35 per share. Footnotes state individual trade prices ranged between $145.21 and $147.49, with full price breakdowns available upon request.

What stock appreciation rights did the BDX CEO exercise in this Form 4 filing?

He exercised stock appreciation rights linked to 20,209 BDX shares at an exercise price of $126.16 per share. These rights vested in four annual installments starting November 26, 2017, and were scheduled to expire on November 26, 2026.

How many BDX shares did Thomas E. Polen Jr. dispose of back to the issuer?

He reported a disposition of 17,445 BDX common shares to the issuer at a transaction price of $146.15 per share. This disposition is coded as a transfer to the company, distinct from the smaller open-market sale.

Does the BDX CEO still hold a significant number of company shares after these transactions?

Yes. After the reported June 1, 2026 transactions, the filing shows direct holdings exceeding 100,000 BDX shares across the various post-transaction line items, indicating the CEO retains a substantial equity position in the company.