News & Events

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 7, 2026, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its second fiscal quarter ending March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Details regard…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On October 15, 2025, the Company filed a Current Report on Form 8-K that reported that Vitor Roque, who previously served as the Company’s Senior Vice President of Finance, Business Units and Corporate Financial Planning & Analysis, was appointed as the Company’s interim Chief Financial Officer, effective December 5, 2025. Effective May 7, 2026 (th…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On April 6, 2026, Richard E. Byrd, Executive Vice President and President of the Interventional segment of Becton, Dickinson and Company (“BD”), informed BD of his intention to retire. Mr. Byrd will remain in his role through June. BD intends to name a successor to Mr. Byrd prior to his retirement date.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. As previously disclosed, on February 9, 2026, Becton, Dickinson and Company (“BD”) completed the spin-off of its Biosciences and Diagnostic Solutions business and combination of the business with Waters Corporation. In order to assist investors, BD has furnished as Exhibit 99.1 recast historical financial information, which reflects the presentation of BD's former Biosciences and Diagnostics Solutions business as discontinued operations to provid…

Other Events On February 25, 2026, Becton, Dickinson and Company (the “Company”) announced the early tender results for its previously announced tender offers (collectively, the “Tender Offers”) to purchase for cash, subject to prioritized acceptance levels, series-specific aggregate principal amount caps, if any (each, an “Offer SubCap”), and proration if applicable, up to $2,000,000,000 aggregate purchase price, excluding the applicable accrued interest (the “Aggregate Offer Cap”) of its (i…

Other Events On February 10, 2026, Becton, Dickinson and Company (the “Company”) announced that it commenced a series of tender offers to purchase for cash, subject to prioritized acceptance levels, series-specific aggregate principal amount caps, if any, and proration if applicable, up to $1,600,000,000 aggregate purchase price (excluding the applicable accrued interest) of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028,…

Other Events. On February 6, 2026, in connection with the completion of the Transactions, the Company received a cash distribution from SpinCo of $4 billion. The Company expects to use $2 billion of the cash distribution for share repurchases through an accelerated share repurchase program and the remaining $2 billion for debt repayments. Both initiatives are expected to be executed in the near term, subject to market conditions.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the completion of the Transactions, and effective as of the Closing, Claire M. Fraser, Ph.D., resigned as a director of the Company and was appointed to the Waters board of directors. As a result of Dr. Fraser’s resignation, the size of the board of directors of the Company was reduced to twelve directors. The board of directors…

Entry into a Material Definitive Agreement. On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 9, 2026, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its first fiscal quarter ending December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Details…

Unregistered Sales of Equity Securities. The information set forth in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Officer Severance Plan On January 27, 2026, the Board of Directors of Becton, Dickinson and Company (“BD”) approved and adopted the BD Executive Severance Plan (the “Severance Plan”), effective January 27, 2026. The Severance Plan provides severance benefits to management employees designated at job level J-G9 (including the Company’s nam…

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. In connection with their appointments to the Board, effective December 1, 2025, Mr. Huffines and Ms. Wright will each receive restricted stock units valued at $33,575, representing a prorated grant from the effective date of their election to the Board through BD’s 2026 Annual Meeting of Shareholders. Information regarding the compensation of the non-management members of the Board is inclu…

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On November 17, 2025, Robert L. Huffines and Jacqueline Wright were elected to the Board of Directors (the “Board”) of Becton, Dickinson and Company (“BD”), effective December 1, 2025. At that time, the size of the Board will expand from twelve to fourteen members. Upon joining the Board, Ms. Wright will serve as a member of both the Audit Committee and the Compensation and Human Capital Co…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 6, 2025, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its fourth fiscal quarter ending September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Detai…

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On October 9, 2025, Christopher J. DelOrefice informed Becton, Dickinson and Company (the “Company” or “BD”) of his intention to resign from his position as the Company’s Executive Vice President and Chief Financial Officer effective December 5, 2025 to pursue a new professional opportunity. Mr. DelOrefice will remain in his current role with the Company until his departure. Mr. DelOrefice’…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 15, 2025, Becton, Dickinson and Company (the “Company”) issued a press release announcing its preliminary unaudited revenue for its fourth quarter and full fiscal year ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting princ…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Revolving Credit Facility On September 16, 2025, Becton, Dickinson and Company (the “Company”) and Becton Dickinson Euro Finance S.à r.l., a private limited liability company ( société à responsabilite limitée ) organized and existing under the laws of the Grand Duchy of Luxembourg (“BD Euro Finance”) entered into that certain third amended and restated credit agreement (the “Credit Agreement”) with Citibank, N.A. (“Citibank”) as administrative agen…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 7, 2025, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its third fiscal quarter ending June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Details regar…

by reference. * * * The above descriptions of each of the Separation Agreement and the Merger Agreement have been included to provide investors and security holders with information regarding the terms of each of the Separation Agreement and the Merger Agreement. They are not intended to provide any other factual information about the Company, SpinCo, Waters, Merger Sub or their respective subsidiaries and affiliates, or any of their respective businesses. The Merger Agreement contains repres…

by reference. The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act ”), or the Exchange Act. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K includes “forward-looki…

REGULATION FD DISCLOSURE. Becton, Dickinson and Company furnishes as Exhibit 99.1 to this Current Report on Form 8-K a copy of the Notice of Pendency and Proposed Settlement of Stockholder Action (the “Notice”) of the consolidated stockholder derivative action captioned In re Becton, Dickinson and Company Stockholder Derivative Litigation, No. 2:20-cv-15474-SRC-CLW (D.N.J.) and the substantially similar stockholder derivative action captioned Lotz v. Burzik, et al., Docket No. BER-C-00174-24…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 1, 2025, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its second fiscal quarter ending March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Details regard…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Effective March 26, 2025, Gregory J. Hayes was elected to the Board of Directors (the “Board”) of Becton, Dickinson and Company (“BD”). At that time, the size of the Board was expanded from eleven to twelve members. Upon joining the Board, Mr. Hayes will serve as a member of both the Audit Committee and the Compensation and Human Capital Committee…