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SECURITIES AND EXCHANGE COMMISSION

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

On August 22, 2022, Becton Dickinson and Company (the “Company” or “BD”) issued $500,000,000 aggregate principal amount of 4.298% Notes due August 22, 2032 (the “Notes”) in an underwritten public offering pursuant to the indenture, dated March 1, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).

The Company may redeem the Notes, in whole or in part, (A) at any time and from time to time prior to May 22, 2032, at the applicable “make-whole” redemption price described in the Indenture and the Notes, and (B) at any time and from time to time on or after May 22, 2032, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price will also include accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a Change of Control Triggering Event (as defined in the Notes) occurs with respect to the Notes, unless the Company has executed its right to redeem the Notes as described above, the Company will be required to make an offer to each holder of outstanding Notes to repurchase all or any portion of that holder’s Notes (in integral multiples of $1,000) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

Each of the following constitutes an event of default under the Indenture with respect to the Notes: (1) failure to pay any installment of interest on any security of such series when due and payable, continued for 30 days; (2) failure to pay the principal when due of such series, whether at its stated maturity or otherwise; (3) failure to observe or perform any other covenants, conditions or agreements of the Company with respect to such securities for 60 days after the Company receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization.  If an event of default occurs, the principal amount of the Notes may be accelerated pursuant to the Indenture.

The Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of the Company’s assets to, another entity.

The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is incorporated by reference to Exhibit 4(a) to the Company’s Current Report on Form 8-K filed on July 31, 1997, and the Notes, the form of which is attached as Exhibit 4.1 to this Current Report on Form 8-K.

The Company expects to use the net proceeds from the offering of the Notes, together with cash on hand, to fund the purchase price and accrued and unpaid interest for all debt securities validly tendered and accepted for purchase in the Company’s previously announced tender offers (the “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 $500,000,000 aggregate principal amount of its 3.794% Senior Notes due 2050, 7.000% Senior Debentures due 2027, 6.700% Senior Debentures due 2028, 6.000% Senior Notes due 2039, 5.000% Senior Notes due 2040, 4.685% Senior Notes due 2044 and 4.669% Senior Notes due 2047 (collectively, the “Tender Securities”).  The Tender Offers are being made upon the terms and conditions set forth in the Company’s offer to purchase, dated August 8, 2022, as amended and supplemented by the Company’s press release on August 22, 2022 (as so amended, the “Offer to Purchase”).

To the extent that any of the underwriters for the offering of the Notes or their respective affiliates own any series of the Tender Securities and tender any such Tender Securities and have them accepted for purchase in the Tender Offers, such underwriters or their respective affiliates may receive a portion of the net proceeds from the offering of the Notes.

The foregoing is not an offer to purchase or a solicitation of an offer to sell the Tender Securities.  The Tender Offers are being made only by and pursuant to the terms and conditions of the Offer to Purchase.