SEC Form 4 · accession 0001628280-26-040095
BECTON DICKINSON & CO · BDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Polen Jr.
Officer — Chairman, CEO and President · Director
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 12:44 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0000010795
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 1, 2026 | M | 20,209 | $126.16 | A | 125,680 | D | |
| Common Stock | Jun 1, 2026 | D | 17,445 | $146.15 | D | 108,235 | D | |
| Common StockF1,F2 | Jun 1, 2026 | S | 2,764 | $146.35 | D | 110,163 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF3,F4 | $126.16 | Jun 1, 2026 | M | 20,209 | D | Nov 26, 2017 | Nov 26, 2026 | Common Stock | 20,209 | 0 | D |
Explanation of responses
- F1The 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.
- F2Direct 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.
- F3Award terms reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
- F4The 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.