Becton Dickinson & Co SEC Filings

Becton, Dickinson and Company executive equity transactions

Richard Byrd, EVP & President Interventional of Becton, Dickinson and Company, reported equity transactions dated 11/26/20256,447 shares of common stock as restricted stock units granted under the company’s 2004 Employee and Director Equity-Based Compensation Plan, and 2,385 shares received upon vesting of performance-based equity awards, both at a stated price of $0 per share, reflecting stock-based compensation rather than open‑market purchases.

To cover withholding taxes related to the vesting of these performance units and previously reported restricted stock units, 1,719 shares were withheld and reported as disposed of at a price of $0 per share. Following these transactions, Byrd directly beneficially owned 13,849 shares of Becton Dickinson common stock.

Becton, Dickinson and Company executive receives stock-based compensation grant

Becton, Dickinson and Company reported that an officer, serving as EVP & President Connected Care, acquired 9,530 shares of common stock on 11/26/2025. The shares are in the form of restricted stock units granted at a price of $0 under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan. Following this grant, the reporting person beneficially owns 21,751 shares of Becton Dickinson common stock in direct ownership.

Becton Dickinson & Co. reported equity award activity for its Chairman, CEO and President. On 11/26/2025, the executive acquired 22,521 shares of common stock at $0, representing shares received upon vesting of performance-based equity awards. On the same date, 17,421 shares of common stock were disposed at $0, representing shares withheld to cover taxes related to these performance units and previously reported restricted stock units.

The executive’s directly owned common stock after these transactions totaled 105,471 shares. In addition, the executive was granted stock appreciation rights covering 165,581 shares of common stock with a conversion or exercise price of $193.9 per share. These stock appreciation rights become exercisable in four annual installments beginning on 11/26/2026 and expire on 11/26/2035, and are held directly.

Becton, Dickinson and Company and Becton Dickinson Euro Finance S.à r.l. have filed Post-Effective Amendment No. 2 to a Form S-3 shelf registration statement covering up to $10,000,000,000 of securities. The base prospectus allows BD to offer common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts and units, while Becton Finance may issue debt securities fully and unconditionally guaranteed by BD.

The filing converts the prior automatic shelf to a non-automatic shelf as BD expects to no longer qualify as a well-known seasoned issuer. Specific terms, including pricing and structure of each series, will be set in future prospectus supplements, and BD states that net proceeds, unless otherwise indicated, will be used for general corporate purposes such as working capital, acquisitions, debt retirement and other business opportunities.

Becton, Dickinson and Company (BDX) is a global medical technology company that develops and sells medical supplies, devices, lab equipment and diagnostic products used across hospitals, labs, pharma and home care. As of September 30, 2025, it operated three segments—BD Medical, BD Life Sciences and BD Interventional—covering infusion and medication systems, diagnostic platforms, cell analysis tools and a wide range of surgical, vascular and urology products.

BD completed the $3.914 billion acquisition of Edwards Lifesciences’ Critical Care product group in 2024, now BD Advanced Patient Monitoring. In July 2025, BD agreed to combine its Biosciences and Diagnostic Solutions businesses with Waters Corporation via a Reverse Morris Trust, with BD shareholders expected to own about 39.2% of the combined company and BD expecting an approximately $4 billion cash distribution, while Waters is expected to assume about $4 billion of incremental debt, subject to approvals and other conditions.

BD has also reshaped its portfolio through the 2023 sale of its Surgical Instrumentation platform and the 2022 spin-off of Embecta, its former Diabetes Care business. The company operates globally with manufacturing and R&D centers across the U.S., Europe and Asia and faces detailed regulatory oversight, including an FDA consent decree related to infusion pumps and a Warning Letter tied to Pyxis dispensing systems, for which it is implementing corrective actions.

Becton, Dickinson and Company and its finance subsidiary have filed a post-effective amendment to a Form S-3 shelf registration that covers the potential offering and sale of up to $10,000,000,000 of securities. The base prospectus allows BD to issue common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts and units, and permits Becton Dickinson Euro Finance S.à r.l. to issue debt securities fully and unconditionally guaranteed by BD, in one or more offerings over time.

BD explains that it expects to no longer qualify as a “well-known seasoned issuer” when it files its Form 10-K for the fiscal year ended September 30, 2025, so this amendment adds the disclosures required for a non-WKSI while keeping the shelf in place under Rule 415(a)(5). BD’s common stock trades on the NYSE under the symbol BDX, with a last reported sale price of $190.96 on November 24, 2025. BD had 285,418,551 shares of common stock outstanding as of October 31, 2025.

Becton, Dickinson and Company (BDX) reported that Robert L. Huffines and Jacqueline Wright were elected to its Board of Directors, effective December 1, 2025. At that time, the board will expand from twelve to fourteen members, adding two independent directors under New York Stock Exchange rules and the company’s governance principles.

Ms. Wright will join both the Audit Committee and the Compensation and Human Capital Committee, while Mr. Huffines will join the Audit Committee and the Corporate Governance and Nominating Committee. Each will receive a prorated grant of restricted stock units covering service from their election date through BD’s 2026 Annual Meeting of Shareholders, with specific grant details to be provided in a later amendment.

Becton, Dickinson and Company (BDX) reported an insider transaction on Form 4. Director Bertram L. Scott sold 217 shares of common stock at $176.58 on 11/07/2025. Following the sale, he beneficially owns 35,816 shares held directly. The filing was submitted by one reporting person.

BDX filed a Form 144 notice for a proposed sale of 217 shares of common stock. The filing lists Morgan Stanley Smith Barney LLC Executive Financial Services as broker, with an aggregate market value $38,317.88, and an approximate sale date of 11/07/2025 on the NYSE.

The shares were acquired on 01/23/2025 via restricted stock vesting under a registered plan, recorded as Services Rendered. The filing also notes 286,627,469 shares outstanding.