BECTON DICKINSON & CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrantþ

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Becton, Dickinson and Company1 Becton DriveFranklin Lakes, New Jersey 07417-1880www.bd.com

December 18, 2025Fellow shareholders:This year marks the culmination of our BD2025 strategy and the beginning of a bold new vision to Unleash Excellence across BD’s business. We aim to deliver world-class commercial execution, a high-impact innovation pipeline and unmatched quality and supply reliability – all in the service of a new chapter of growth.Over the past five years, BD has achieved the most prolific period of organic growth in our 128-year history, built and scaled multiple unique high-growth platforms and developed a strong innovation pipeline in attractive end markets. During this period, we became a leader among our peer group in gross and operating margin expansion – driven by the creation and scale of BD Excellence, our lean operating system.As the capstone of our BD2025 strategy, we announced the agreement to combine our Biosciences and Diagnostic Solutions business with Waters Corp. and the transition of BD to a dedicated medical technology company upon closing. This strategic move simplifies our portfolio and unlocks value for our shareholders through ownership in the new life sciences company. The transaction also enhances our capital allocation framework, with a commitment to allocating at least half of the expected $4 billion cash proceeds for share repurchases with the balance for debt repayment following the closing.These advances provide momentum as we launch our new growth strategy – Excellence Unleashed – across three strategic priorities:• Compete – We expect to accelerate growth and drive an exceptional customer experience through world-class commercial capabilities, technologies and a culture of relentless execution.• Innovate – We will capitalize on our unique position to create and deliver breakthrough innovations in high-growth markets, leveraging the power of AI, robotics and new material science to advance healthcare globally. We will meaningfully increase the value and pace of our pipeline through innovation excellence and investment.• Deliver – We will deliver exceptional quality, reliable supply and consistent cash flow growth. Operational excellence is our foundation for trust and enables reinvestment in commercial and innovation capabilities.Our strategy is to achieve excellence everywhere. We are already making progress, including introducing a new vertical business unit operating model to drive greater customer proximity, a relentless focus on commercial excellence, the most impactful pipeline in BD history and record levels for operational efficiency, quality and reliability. The success of our last five years sets the foundation for our ability to raise our standard even higher, create more value and help more patients than ever before.Thank you for your continued support as we capitalize on the opportunity ahead. I look forward to your participation in the 2026 Annual Meeting of Shareholders.

Sincerely,

Tom Polen

Chairman, Chief Executive Officer and President

Table of contents

2