BECTON DICKINSON & CO

Current report

The proposed combination of our Biosciences and Diagnostic Solutions business with Waters may not be completed, on the currently contemplated timeline or at all.

Current report

On July 13, 2025, we entered into a definitive agreement with Waters to combine our Biosciences and Diagnostic Solutions business with Waters. The transaction, if consummated, would result in our shareholders owning approximately 39.2% of the combined company, and existing Waters shareholders owning approximately 60.8% of the combined company. The transaction is expected to close around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, compliance with applicable SEC requirements, the receipt of a private letter ruling from the Internal Revenue Service regarding certain matters germane to the U.S. federal income tax consequences of the transactions, and satisfaction of other customary closing conditions. There can be no assurance that such closing conditions will be satisfied or waived, or that the transaction will be consummated, on the currently contemplated timeline or at all. A failure to complete the transaction, or a delay in doing so, could adversely impact our business, results of operations, financial condition and cash flows. In the event that the transaction does not close, we will be required to bear significant non-recurring costs in connection with the transaction.

Current report

The announcement and pendency of the combination of our Biosciences and Diagnostic Solutions business with Waters could cause disruptions in our business.

Current report

The completion of the separation of our Biosciences and Diagnostic Solutions business and combination of the business with Waters will require significant amounts of time and effort, which could divert management attention, could disrupt the activities of our employees, and could have negative implications for our relationships with our customers and other third parties. We

Current report

expect to incur costs and expenses in connection with the separation and combination. Until the consummation or termination of the transaction, we are also required to operate the business in the ordinary course and we are restricted from taking certain specified actions with respect to our Biosciences and Diagnostic Solutions business without Waters’ consent. Any of the foregoing could adversely affect our business, results of operations, financial condition and cash flows.

Current report

We may not realize some or all of the expected benefits of the combination of our Biosciences and Diagnostic Solutions business with Waters.

Current report

If the separation of our Biosciences and Diagnostic Solutions business and combination of the business with Waters is completed, the anticipated operational, financial, strategic and other benefits of such transaction to BD and our shareholders may not be achieved. In addition, we have agreed to provide certain transition services to the combined company, which may result in additional expenses and may divert our focus and resources that would otherwise be invested into maintaining or growing our businesses. An inability to realize the full extent of the anticipated benefits of the transaction, as well as any delays encountered in the process, could have an adverse effect on our business, results of operations, financial condition and cash flows. In addition, while it is expected that the transaction would be generally tax-free for U.S. federal income tax purposes to BD and our shareholders, there is no assurance that the transaction will qualify for this treatment. If the transaction is ultimately determined to be taxable, we could incur income tax liabilities that could be significant. Any of the foregoing could adversely affect our business, results of operations, financial condition and cash flows.

Previous report

Our international operations subject us to certain business risks.

Previous report

A substantial amount of our sales come from our operations outside the U.S., and we intend to continue to pursue growth opportunities in foreign markets, especially in emerging markets. Our foreign operations subject us to certain commercial, political and financial risks. In addition to fluctuations in foreign currency exchange (discussed above), our business in these foreign markets is subject to changing political, social, and geopolitical conditions, such as the evolving situations in Ukraine, the Middle East and Asia. These conditions include instability resulting from war, terrorism, insurrections and civil unrest, political conflict, and changing economic conditions, such as inflation, deflation, interest rate volatility and credit availability.

Previous report

Specifically, recently enacted tariffs by the U.S. government (and countermeasures by non-U.S. governments) may result in adverse impacts to the global economic environment and the stability of the global financial markets, which could significantly reduce global trade and, in particular, trade between the impacted countries. The tariffs, sanctions or other trade barriers imposed by the U.S. or against the U.S. from other countries could adversely impact our supply chain costs or availability of certain components and our business operations, financial condition or results of operations. In the longer-term, the adverse impacts from tariffs to our results of operations within certain markets may negatively impact our ability to continue operating in those markets, particularly in China. The ultimate impact of any existing or new tariffs on our business, results of operations, financial condition and cash flows is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the scope and nature of the tariffs, any countermeasures that target countries may take, or any mitigating actions that may become available. While sourcing optimization and tariff exemptions for qualifying products are key aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain.

Previous report

Additionally, a number of other factors, including U.S. relations with or among the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, changes in tax laws and regulations, economic sanctions, export controls, restrictions on the ability to transfer capital across borders, other increases in trade protectionism and barriers to market participation, or the weakening or loss of certain intellectual property rights in some countries, may affect our business, financial condition and results of operations. Foreign regulatory requirements, including those related to the testing, authorization, and labeling of products and import or export licensing requirements, could affect the availability of our products in these markets. In addition to these broader market conditions, our operations may also be impacted by a variety of local factors, such as competition from local companies, local product preferences and requirements, changes in local healthcare payment systems and healthcare delivery systems, changes resulting from new political administrations, and labor force instability.

Previous report

The success of our operations outside the U.S. also depends, in part, on our ability to make necessary infrastructure enhancements to, among other things, our production facilities and sales and distribution networks and manage and staff widespread international operations. These and other factors may adversely impact our ability to pursue our growth strategy in these markets.

Previous report

In addition, our international operations are governed by the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws. Global enforcement of anti-corruption laws has increased substantially in recent years, with more enforcement proceedings by U.S. and foreign governmental agencies and the imposition of significant fines and penalties. While we have implemented policies and procedures relating to compliance with these laws, our international operations, which often involve customer relationships with foreign governments, create the risk that there may be unauthorized payments or offers of payments made by employees, consultants, sales agents or distributors. We are also subject to certain U.S. and foreign laws and regulations that restrict BD from transacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S. or foreign economic sanctions or export restrictions. Any alleged or actual violations of these laws may subject us to government investigations and significant criminal or civil sanctions and other liabilities, and negatively affect our reputation and could result in a material adverse effect on our business, results of operations, financial condition and cash flows.

Previous report

(3)Shares purchased includes 619,071 shares received upon final settlement of a $750 million accelerated share repurchase (“ASR”) agreement, which was executed in December 2024. The total average price paid per share in the table above reflects the volume weighted average price of BD's shares over the term of the ASR agreement. Additional disclosures regarding this transaction are provided in Note 3 of the Notes to Condensed Consolidated Financial Statements in this report.

Previous report

On February 7, 2025, Christopher DelOrefice, Executive Vice President and Chief Financial Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. DelOrefice’s plan is for (i) the exercise of up to 2,391 stock appreciation rights at various exercise prices, net of shares withheld to satisfy applicable taxes and (ii) the sale of up to 6,000 shares of BD’s common stock. The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 11, 2026.

Previous report

On February 7, 2025, Michael Feld, Executive Vice President and President, Life Sciences Segment of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Feld’s plan is for the sale of up to 1,367 shares of BD’s common stock upon the vesting of time vested units (“TVUs”), net of shares withheld to satisfy applicable taxes. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and August 20, 2026.

Previous report

On February 12, 2025, Shana Neal, Executive Vice President and Chief People Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Neal’s plan is for (i) the sale of up to 3,834 shares of BD’s common stock and (ii) the sale of up to 1,300 shares of BD’s common stock upon the vesting of TVUs. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and May 15, 2026.

Previous report — wording carried elsewhere

During the three months ended March 31, 2025, certain of our officers adopted “Rule 10b5-1 trading arrangements,” as defined in Item 408(a) of Regulation S-K of the Exchange Act, as follows.