Becton Dickinson CEO Polen sells 2,993 shares

The stock appreciation rights vested in four annual installments beginning November 26, 2019.

Available on EDGAR 11/09/2026 - 05:45 PM EST Accepted by SEC EDGAR 11/09/2026 - 05:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Becton Dickinson (BDX) Chairman, CEO and President Thomas E. Polen Jr. exercised stock appreciation rights for 20,239 common shares on November 5, 2026, at a $178.94 per-share exercise price. He returned 17,246 shares to the issuer at $210 per share and sold 2,993 shares at $210 per share. The reported transactions were made under a Rule 10b5-1 plan adopted March 2, 2026. The award terms reflect adjustments made in connection with the embecta spinoff and the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Polen Thomas E Jr

Role Chairman, CEO and President

Sold 2,993 shs ($629K)

Approx. gross sale proceeds $629K

Approx. exercise cost $3.62M

Share of Position Sold 2.6%

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights F1, F2	20,239	$0.00	$0.00
Exercise	Common Stock	20,239	$178.94	$3.62M
Disposition	Common Stock	17,246	$210.00	$3.62M
Sale	Common Stock	2,993	$210.00	$629K

Holdings After Transaction: Stock Appreciation Rights — 20,239 rights (Direct); Common Stock — 110,163 shares (Direct)

Holdings Before and After: Stock Appreciation Rights, 40,478 to 20,239 rights (Direct); Common Stock, 110,163 to 110,163 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (2)

1. F1. Award terms reflect the adjustments made in connection with the embecta spinoff and the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
2. F2. The stock appreciation rights vest in four annual installments beginning November 26, 2019.

Key Figures

Stock appreciation rights exercised: 20,239 rights Exercise price: $178.94 per share Common shares acquired upon exercise: 20,239 shares +4 more

7 metrics

Stock appreciation rights exercised 20,239 rights November 5, 2026

Exercise price $178.94 per share Exercise of stock appreciation rights on November 5, 2026

Common shares acquired upon exercise 20,239 shares November 5, 2026

Shares returned to issuer 17,246 shares November 5, 2026

Price for shares returned to issuer $210 per share November 5, 2026

Common shares sold 2,993 shares November 5, 2026

Sale price $210 per share November 5, 2026

Key Terms

Rule 10b5-1 plan, stock appreciation rights, annual installments, spinoff

4 terms

Rule 10b5-1 plan regulatory

"transactions were 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

"The stock appreciation rights vest in four annual installments"

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.

annual installments financial

"vest in four annual installments"

spinoff technical

"in connection with the embecta spinoff"

A spinoff is when a company separates part of its business into a new, independent company and gives existing shareholders shares in that new business. For investors, it matters because the move can clarify what each business is worth, let the separate companies focus on their own goals, and change risk and return — similar to converting one mixed-use property into two specialized apartments that may attract different buyers and rents.

FAQ

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

How many BDX shares did Thomas E. Polen Jr. sell?

Thomas E. Polen Jr., Becton Dickinson's Chairman, CEO and President, sold 2,993 common shares at $210 per share on November 5, 2026. The reported transactions were made under a Rule 10b5-1 plan adopted March 2, 2026.

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

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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).

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2026

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	11/05/2026		M		20,239	A	$178.94	130,402	D
Common Stock	11/05/2026		D		17,246	D	$210	113,156	D
Common Stock	11/05/2026		S		2,993	D	$210	110,163	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	$178.94(1)	11/05/2026		M			20,239(1)	11/26/2019(2)	11/26/2028	Common Stock	20,239(1)	$0	20,239(1)	D

Explanation of Responses:

1. Award terms reflect the adjustments made in connection with the embecta spinoff and the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.

2. The stock appreciation rights vest in four annual installments beginning November 26, 2019.

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.	11/09/2026
	** 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)