UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of the earliest event reported): May 11, 2026
 
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
 
New Jersey
001-04802
22-0760120
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1 Becton Drive
Franklin Lakes, New Jersey
  
07417-1880
(Address of principal executive offices)
  
(Zip Code)

(201) 847-6800
 
(Registrant’s telephone number, including area code)
 
N/A
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading Symbol
  
Name of Each Exchange
on Which Registered
Common stock, par value $1.00
  
BDX
  
New York Stock Exchange
1.900% Notes due December 15, 2026
  
BDX26
   New York Stock Exchange
1.208% Notes due June 4, 2026
  
BDX/26A
   New York Stock Exchange
1.213% Notes due February 12, 2036
  
BDX/36
   New York Stock Exchange
New York Stock Exchange
  
New York Stock Exchange
   New York Stock Exchange
New York Stock Exchange
  
New York Stock Exchange
   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company
 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐
 
Item 8.01
Other Events.

On May 11, 2026, Becton, Dickinson and Company (“BD”), together with its indirect, wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Becton Finance”), entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc and the several other underwriters named therein (the “Underwriters”) in connection with the offer and sale by Becton Finance to the Underwriters (the “Offering”) of €600,000,000 aggregate principal amount of its 3.855% Notes due 2033 (the “Euro Notes”).  The Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD.

BD and Becton Finance expect to use the net proceeds of the Offering, together with cash on hand, to repay the entire aggregate principal amount outstanding of the 1.208% Euro Notes due June 4, 2026 (the “1.208% Euro Notes”) issued by Becton Finance, and to pay accrued interest, fees and expenses in connection therewith. BD expects that the Offering will be completed on or about May 20, 2026, subject to customary closing conditions.

Certain of the Underwriters or their affiliates may hold a portion of the 1.208% Euro Notes and accordingly may receive a portion of the net proceeds of the Offering.

The foregoing description of the Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

Underwriting Agreement, dated May 11, 2026, by and among Becton Dickinson Euro Finance S.à r.l., Becton, Dickinson and Company, Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and the several other underwriters named therein.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BECTON, DICKINSON AND COMPANY (Registrant)
     
 
By:
/s/ Stephanie M. Kelly
 
Stephanie M. Kelly
  Chief Securities and Governance Counsel, Corporate Secretary
   
Date: May 12, 2026