Welcome to our dedicated page for Becton Dickinson & Co SEC filings (Ticker: BDX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Becton, Dickinson and Company filings document the reporting, governance and capital-structure matters of a New York Stock Exchange-listed medical technology issuer. Its Form 8-K disclosures cover quarterly operating results, non-GAAP financial measures, dividend and capital allocation updates, executive appointments, compensatory arrangements and amendments to corporate by-laws.
The filing record also documents BD's completed separation of its Biosciences and Diagnostic Solutions business and related recast historical financial information presenting that business as discontinued operations. Capital-structure disclosures include registered common stock, NYSE-listed notes and tender-offer activity involving senior notes and debentures.
Morgan Stanley Smith Barney LLC Executive Financial Services reported a proposed sale of 953 common shares of BDX under Rule 144, tied to restricted stock vesting under a registered plan with an effective date of 01/27/2026. The filing lists these securities to be sold by the issuer for services rendered and notes securities sold during the past three months.
Becton Dickinson & Co, a 10% owner of Augusta SpinCo Corp, reported a large share distribution. On February 9, 2026, it distributed 284,771,350 shares of Augusta common stock to its own public stockholders for no consideration, on a pro rata basis, under a prior separation agreement.
After this transaction, Becton Dickinson reported owning zero Augusta shares, indicating it no longer held a direct equity stake in Augusta SpinCo Corp.
Becton, Dickinson and Company has launched cash tender offers to purchase up to $1,600,000,000 aggregate purchase price of various outstanding senior notes and debentures. The notes span maturities from 2026 to 2050 and are accepted in a defined priority order, with certain series subject to individual caps.
The 4.669% Senior Notes due 2047 have an offer sub-cap of $1,000,000,000, and the 4.685% Senior Notes due 2044 have an offer sub-cap of $450,000,000. Holders who tender by 5:00 p.m. New York City time on February 24, 2026 are eligible for a $30 per $1,000 early tender payment in addition to the total consideration.
The tender offers expire at 5:00 p.m. New York City time on March 11, 2026, unless extended or earlier terminated. Pricing for each series will be based on a fixed spread over the yield of a specified U.S. Treasury reference security. Settlement is currently expected on February 27, 2026 for early tenders and March 13, 2026 for tenders at expiration, if conditions are satisfied.
Becton Dickinson reported quarterly revenue of $5.252 billion, up slightly from $5.168 billion, with net income rising to $382 million and diluted EPS of $1.34 versus $1.04 a year earlier. Cash from operations was $657 million.
On February 9, 2026, BD spun off its Biosciences and Diagnostic Solutions business and combined it with Waters in a Reverse Morris Trust, receiving a $4 billion cash distribution. BD plans to deploy about $2 billion into an accelerated share repurchase in Q2 2026 and use the remainder mainly for debt repayment.
BD continues large legal and product-liability accruals of about $1.7 billion and recorded an $83 million liability tied to an FDA Warning Letter on its dispensing equipment operations. The company also maintains an active multi‑year share repurchase program and increased authorizations, repurchasing $250 million of stock in the quarter while paying $299 million in dividends.
Becton, Dickinson and Company (BD) completed the previously announced spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation. BD shareholders received approximately 0.135 shares of Waters common stock for each BD share held as of February 5, 2026.
BD received $4 billion of cash from SpinCo. BD expects to use $2 billion for an accelerated share repurchase program and $2 billion for debt repayments, both targeted in the near term subject to market conditions.
Based on Waters’ February 6, 2026 closing price, the transaction valued the Biosciences & Diagnostic Solutions business at $18.8 billion, and BD shareholders owned 39.2% of the combined company on a fully diluted basis. Claire M. Fraser, Ph.D., resigned from BD’s board and joined the Waters board.
Becton, Dickinson and Company (BD) reported fiscal Q1 2026 revenue of $5.25 billion, up 1.6% year over year (0.4% on a currency-neutral basis). GAAP diluted EPS rose to $1.34 from $1.04, while adjusted diluted EPS declined to $2.91 from $3.43, mainly reflecting non-core items and comparison to a strong prior year.
"New BD" revenue, which excludes the Biosciences and Diagnostic Solutions business being combined with Waters Corporation, grew 3.5% (2.5% FX-neutral). Growth was led by Connected Care and Interventional, while Life Sciences declined. The company expects to complete the Waters combination today and affirmed fiscal 2026 New BD guidance of low single-digit FX-neutral revenue growth and adjusted diluted EPS of $12.35 to $12.65, positioning the streamlined portfolio for longer-term earnings and margin expansion.
Becton Dickinson & Co. executive Massimiliano Urbini has filed an initial Form 3 reporting his equity holdings. As EVP & Chief ISC Officer, he beneficially owns 4,133 shares of common stock, including restricted stock units granted under the company’s 2004 equity compensation plan.
He also holds several stock appreciation right awards over common stock: 2,649 rights at an exercise price of $241.10 expiring on 11/26/2031, 2,378 rights at $238.06 expiring on 11/26/2032, 1,843 rights at $238.89 expiring on 11/26/2033, and 1,984 rights at $224.25 expiring on 11/26/2034. These stock appreciation rights vest in four annual installments beginning one year from each grant date.
Becton, Dickinson and Company approved a new Series D Junior Participating Redeemable Preferred Stock in connection with its planned spin-off of Augusta SpinCo Corporation and the Reverse Morris Trust combination with Waters Corporation. Augusta SpinCo will hold BD’s Biosciences and Diagnostic Solutions business.
On January 30, 2026, BD filed a Certificate of Designation for the Series D Preferred Stock. On February 2, 2026, BD entered into exchange agreements with two deferred compensation plan trusts, issuing one Series D Preferred share for each 10,000 BD common shares they held, for an aggregate of 27.5159 Preferred Shares.
The exchange is intended to prevent these trusts from receiving Augusta SpinCo common stock in the planned distribution. The Preferred Shares may be redeemed at BD’s option for BD common shares at a set redemption rate and will automatically be redeemed for BD common shares if the SpinCo distribution under the Reverse Morris Trust is completed.
Becton, Dickinson and Company reorganized its business effective October 1, 2025 into five worldwide segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences. Each segment groups distinct product-focused organizational units such as Medication Delivery Solutions, Advanced Patient Monitoring and Urology and Critical Care.
The company explains that the segment reorganization did not change principal product lines. Because Life Sciences combines Diagnostic Solutions and Biosciences, and these businesses are subject to a previously announced combination with Waters Corporation, Life Sciences will be removed from segment reporting after that separation, leaving four reportable segments.
To help investors understand trends under the new structure, BD furnished Exhibit 99.1 with unaudited historical recast segment revenues for fiscal 2025, the quarterly periods in 2025 and comparable prior-year periods, including schedules that detail related non-GAAP revenue measures and adjustments.
Becton, Dickinson and Company director Robert Luther Huffines reported an acquisition of deferred stock rights. On February 4, 2026, he acquired 100 derivative securities described as rights to common stock under the BD Deferred Compensation Plan at a price of $201.91 per right, and now beneficially owns 100 such rights directly.
The rights convert into Becton Dickinson common stock on a one-for-one basis. According to the plan terms, these securities are distributed after his service as a director ends, or on the date or dates he specifies.