BECTON DICKINSON & (BDX) Company Report

Becton, Dickinson amended its charter to reclassify 1,500,000 shares of Series B and 5,000 shares of Series C Preferred Stock into blank-check shares and designate 5,000 shares of Series D Junior Participating Redeemable Preferred Stock.
On January 30, 2026, BD filed a Certificate of Designation for Series D Preferred Stock, and on February 2, 2026, issued 27.5159 Preferred Shares to its two deferral plan trusts—at a rate of one Preferred Share per 10,000 common shares—to exclude them from receiving Augusta SpinCo shares in the Reverse Morris Trust transaction.
Series D Preferred Stock is perpetual, ranks junior to other preferred but pari passu with common for dividends (excluding SpinCo stock), is redeemable at 10,000 shares of common per Preferred Share (subject to an adjustment ratio), and carries 10,000 votes per share.

1 day ago

8-K

BD adds non-GAAP measures to segment revenue tables

BDX

Accounting Changes

M&A

Effective October 1, 2025, BD reorganized into five segments—Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences—to align reporting with distinct product/service offerings.
BD furnished Exhibit 99.1 recasting historical segment revenues for fiscal 2025 and quarterly periods in prior years under the new segment structure.
The financial tables include non-GAAP measures, such as adjusted and organic revenue reconciliations, to supplement GAAP results; details of all adjustments are provided in Exhibit 99.1.
BD entered into a definitive agreement on July 13, 2025 to combine its Biosciences and Diagnostic Solutions business with Waters Corporation—post-separation, the Life Sciences segment will be eliminated from BD’s reporting.

1 day ago

8-K

BD declares quarterly dividend and authorizes additional share repurchases

BDX

Dividends

Share Buyback

BD's board declared a $1.05 per share quarterly dividend, payable March 31, 2026, implying an annual rate of $4.20
To date in FY26, BD has repurchased $250 million of its common stock
The board authorized the repurchase of up to 10 million additional shares, complementing existing authorizations via open-market or negotiated transactions

Jan 27, 2026, 9:15 PM

Press Release

Becton Dickinson holds 2026 AGM, ratifies key proposals and reviews FY 2025 performance

BDX

Proxy Vote Outcomes

Share Buyback

M&A

Shareholders approved the election of director nominees, ratified Ernst & Young as auditor (93% support), endorsed the Say on Pay advisory vote (91%), and amended the 2004 equity compensation plan (96%).
In FY 2025, BD achieved record revenue of $21.8 billion (+7.7% FXN, +2.9% organic) with New BD platforms delivering 3.9% organic growth.
The company expanded its adjusted operating margin to 25%, drove 9.6% adjusted diluted EPS growth, returned $2.2 billion to shareholders including a $1 billion share buyback, and increased dividends for the 54th consecutive year.
Announced a transaction to merge its Biosciences and Diagnostic Solutions unit with Waters Corp, expected to close on February 9, 2026, with at least half of the $4 billion proceeds earmarked for share repurchases and the balance for debt repayment.

Jan 27, 2026, 6:00 PM

Transcript

BDX AGM approves board proposals and reviews FY 2025 performance

BDX

Proxy Vote Outcomes

M&A

Share Buyback

Shareholders re-elected all director nominees and ratified Ernst & Young as auditor for FY 2026 (~93% approval), approved the Say-on-Pay advisory vote (~91%), and amended BD’s 2004 equity plan (96%) .
Management recapped FY 2025 results, including record revenue of $21.8 billion, 7.7% adjusted FXN growth, 25% adjusted operating margin, 9.6% adjusted diluted EPS growth, $2.2 billion returned to shareholders (including $1 billion buyback), and 54th consecutive dividend increase .
Announced agreement to combine Biosciences & Diagnostic Solutions with Waters Corp, expected to close February 9, with $4 billion cash proceeds (≥50% for share repurchases, remainder for debt repayment) .
No questions were raised during the Q&A session .

Jan 27, 2026, 6:00 PM

Transcript

Becton Dickinson reports AGM 2026 proxy results and strategic update

BDX

Proxy Vote Outcomes

M&A

Share Buyback

BDX delivered record FY 2025 results: $21.8 B revenue (+7.7% adj FXN, +2.9% organic), 25% adjusted operating margin, 9.6% adjusted EPS growth; returned $2.2 B to shareholders including a $1 B buyback and announced its 54th consecutive dividend increase
Approved the combination of its Biosciences & Diagnostic Solutions unit with Waters Corp, expected to close on February 9, 2026, generating ~$4 B in proceeds (≥50% for share repurchases, balance for debt repayment)
AGM ratified all director nominees, re-appointed Ernst & Young as auditor for FY 2026 with 93% approval, passed Say on Pay with 91%, and amended the 2004 Equity Compensation Plan with 96% support
Unveiled its “Excellence Unleashed” strategy, built on three pillars—compete, innovate, deliver—leveraging AI, robotics, material science and the BD Excellence operating system to drive next-phase growth

Jan 27, 2026, 6:00 PM

Transcript

Waters shareholders approve combination with BD's Biosciences & Diagnostic Solutions business

BDX

M&A

Proxy Vote Outcomes

Waters shareholders voted ~99% in favor of issuing Waters common stock to BD shareholders to combine BD's Biosciences & Diagnostic Solutions business with Waters.
The transaction has received a favorable IRS Private Letter Ruling and all required regulatory approvals, and is expected to close on February 9, 2026, subject to customary closing conditions.
Waters will release its Q4 2025 financial results and host a conference call on February 9, 2026, in conjunction with the expected close of the transaction.

Jan 27, 2026, 2:25 PM

Press Release

BD announces record date for spin-off of its Biosciences & Diagnostic Solutions business

BDX

M&A

BD’s Board set February 5, 2026 as the record date for the spin-off of its Biosciences & Diagnostic Solutions business, with the transaction expected to close on February 9, 2026 via a Reverse Morris Trust merger with Waters Corporation.
Under the deal, BD will receive $4 billion in cash, and BD shareholders will own 39.2% of the combined company while existing Waters shareholders hold 60.8%.
BD shareholders as of the record date will automatically receive Waters common stock without surrendering BD shares and will retain their BD shares post-transaction.
Following the spin-off, BD common stock will trade with “due bills” through the closing date and will trade ex-distribution thereafter on the NYSE.

Jan 27, 2026, 2:25 PM

Press Release

BD announces $110 million investment to support U.S. biologic drug supply chain

BDX

New Projects/Investments

Hiring

BD is investing $110 million in its Columbus, Nebraska site—$100 million for BD Neopak™ Glass Prefillable Syringe production and $10 million to enhance cannula manufacturing—with supply expected to begin mid-2026.
The expansion will add approximately 120 new jobs, building on a prior $35 million investment that created 50 jobs for prefilled flush syringe manufacturing in Columbus.
This project is part of BD’s plan to invest over $2.5 billion in U.S. manufacturing capabilities over the next five years to strengthen supply chain resilience for injectable therapies.

Jan 13, 2026, 11:50 AM

Press Release

BD marks first prophylactic Phasix™ Mesh hernia case in Greece; PREVENT trial over 85% enrolled

BDX

Product Launch

BD performed the first prophylactic laparotomy reinforcement case with Phasix™ Mesh in Greece after its expanded EU indication for hernia prevention.
The procedure, conducted at George Papanikolaou General Hospital, used an 8 × 30 cm mesh to lower future incisional hernia risk.
The U.S. PREVENT multicenter randomized controlled trial is over 85% enrolled, with full enrollment expected in 2026 to support a PMA submission for hernia prevention in the U.S..
Phasix™ Mesh received CE marking for prophylactic use, launched three new sizes in 2025, and is now registered across Europe for broad hernia prophylaxis.

Jan 5, 2026, 11:50 AM

Press Release