BECTON DICKINSON & CO
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
BDX$215.25+1.6%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0000010795-26-000026
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0000010795-26-000035
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 18 previous paragraphs and 16 current paragraphs.
12 unchanged; 4 reworded; 0 added; 1 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our 2025 Annual Report.
Removed paragraphs (1)
Previous report
On February 10, 2026, Thomas E. Polen, Chairman, Chief Executive Officer and President of BD, terminated a trading plan which was adopted on August 13, 2025 and intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act (the “original Rule 10b5-1 trading plan”). The original Rule 10b5-1 trading plan provided for the exercise of up to 47,700 stock appreciation rights (“SARs”) at various exercise prices, net of shares withheld to satisfy applicable taxes with an expiration date of December 1, 2026. Mr. Polen terminated the original Rule 10b5-1 trading plan in connection with the adjustment to BD’s stock price after the close of the spin-off of BD’s former Biosciences and Diagnostic Solutions business and the combination of the business with Waters Corporation in a Reverse Morris Trust transaction, as further discussed in Note 2 in the Notes to Condensed Consolidated Financial Statements. Following the termination of the original Rule 10b5-1 trading plan, on March 2, 2026, Mr. Polen adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The new plan provides for the exercise of up to 63,487 SARs at various exercise prices, net of shares withheld to satisfy applicable taxes and terminates on the earlier of the date all the shares under the plan are sold and June 1, 2027.
Reworded paragraphs (4)
Previous wording
(1)Includes 1,838 shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.
Current wording
(1)Includes 2,767 shares purchased during the quarter in open market transactions by the trust relating to BD’s Deferred Compensation and Retirement Benefit Restoration Plan and 1996 Directors’ Deferral Plan.
Previous wording
(2)Includes shares remaining under repurchase programs authorized by the Board of Directors on January 27, 2026 and January 28, 2025, each of which permits the repurchase of up to 10 million shares of BD common stock and has no expiration date. During February 2026, BD fully utilized the repurchase program authorized by the Board of Directors on November 3, 2021, which permitted the repurchase of up to 10 million shares of BD common stock.
Current wording
(2)Includes shares remaining under the repurchase program authorized by the Board of Directors on January 27, 2026, which permits the repurchase of up to 10 million shares of BD common stock and has no expiration date. During May 2026, BD fully utilized the repurchase program authorized by the Board of Directors on January 28, 2025, which permitted the repurchase of up to 10 million shares of BD common stock.
Previous wording
(3)Shares purchased includes an initial delivery of 9,319,664 shares of BD common stock received upon payment of $2 billion under accelerated share repurchase (“ASR”) agreements executed in February 2026. The remaining shares will be delivered in the third quarter of fiscal year 2026 based upon final settlement of the ASR agreements. The total average price paid per share in the table above reflects the volume weighted average price of BD's shares over the term. Additional disclosures regarding the transactions are provided in Note 4 to the condensed consolidated financial statements contained in Item 1. Financial Statements.
Current wording
(3)Shares purchased includes 3,211,439 shares received upon final settlement of accelerated share repurchase (“ASR”) agreements executed in February 2026 with an aggregate value of $2 billion. The total average price paid per share in the table above reflects the volume weighted average price of BD's shares over the terms of the ASR agreements. Additional disclosures regarding the transactions are provided in Note 4 to the condensed consolidated financial statements contained in Item 1. Financial Statements.
Previous wording
On February 27, 2026, 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 the sale of up to 4,500 shares of BD’s common stock. The 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 June 7, 2027.
Current wording
On May 27, 2026, Michael Feld, Executive Vice President and Chief Revenue Officer 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 (i) the sale of up to 89 shares of BD’s common stock and (ii) the sale of up to 3,996 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 15, 2027.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On February 18, 2026, Michael Garrison, Executive Vice President and President, Medical Essentials and BioPharma Systems Segments of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Dr. Garrison’s plan is for the sale of up to 2,200 shares of BD’s common stock. The 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 June 10, 2027.