BECTON DICKINSON & CO
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below sets forth certain information regarding BD’s purchases of its common stock during the fiscal quarter ended March 31, 2026.
Issuer Purchases of Equity Securities
| Period | Total Number ofShares Purchased (1) | Average PricePaid perShare | Total Number ofShares Purchasedas Part ofPubliclyAnnounced Plansor Programs | Maximum Numberof Shares that MayYet Be PurchasedUnder the Plans orPrograms (2) |
|---|---|---|---|---|
| January 1 – 31, 2026 | 1,438 | $198.53 | — | 20,833,026 |
| February 1 – 28, 2026 (3) | 9,320,064 | 171.68 | 9,319,664 | 11,513,362 |
| March 1 – 31, 2026 | — | — | — | 11,513,362 |
| Total | 9,321,502 | $171.69 | 9,319,664 | 11,513,362 |
(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.
(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.
(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.
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