BECTON DICKINSON & CO

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Proposals to be considered at the 2026 annual meeting

BD is an innovative medtech leader with global reach and scale addressing healthcare’s most pressing challenges

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2025 financial performance

• Amount of cash distribution subject to adjustment for cash, working capital and indebtedness and, in the event that additional Waters shares are issued to BD shareholders in the Waters RMT transaction, to achieve tax ownership threshold.

** We refer above to certain financial measures that do not conform to generally accepted accounting principles ("GAAP"). Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures. Financial information presented in the tables reflects BD’s results on a continuing operations basis.

Sustainability — Together We Advance

BD’s strategic initiative to advance sustainability matters—Together We Advance—was launched in early fiscal year 2022. The Together We Advance initiative focuses on enhancing stewardship of the Company, the planet, communities and human health, which serves as a framework through which BD addresses the most relevant sustainability issues for BD and its stakeholders. BD has made commitments in five areas where we see the most opportunity to create meaningful change over the next decade: environmental stewardship, innovation and product impact, a responsible supply chain, a healthy workforce and community, and transparency. For more information regarding BD's Corporate Sustainability strategy and 2030+ goals, see page 34 and our 2024 Corporate Sustainability Report, which is available at www.bd.com/2024SustainabilityReport. Our 2024 Corporate Sustainability Report is not part of, nor incorporated by reference into, this proxy statement. For additional information regarding our Corporate Sustainability Report, see “Note About Website and Sustainability Reports,” on page 37.

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Proposals to be considered at the 2026 annual meeting

A more detailed discussion of this proposal and related disclosures can be found beginning on page 13.

• Catherine M. Burzik, the current QRC Chair, has reached the mandatory director retirement age under BD's Governance Principles, and is not standing for re-election at the 2026 Annual Meeting. Joanne Waldstreicher will serve as the new QRC Chair effective upon the conclusion of the 2026 Annual Meeting.

Nominee snapshot

Nominee representation

Total Number of Nominees:13

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Governance best practices

BD’s commitment to good corporate governance is embodied in our Statement of Corporate Governance Principles ("Governance Principles"). The Governance Principles set forth the BD Board of Directors’ (the “Board”) views and practices regarding a number of governance topics, and the Corporate Governance and Nominating Committee (the "Governance Committee") assesses the Governance Principles on an ongoing basis in light of current best practices.

The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found beginning on page 40.

Corporate Governance Practices

•Annual election of directors•Majority voting standard for election of directors•12 out of 13 director nominees are independent•Robust lead director structure•Lead Director and Governance Committee Chair conduct annual board self-evaluation•Rigorous annual board self-evaluation and director renomination process•Shareholder right to call special meetings•Proxy access by-law•Shareholder right to act by written consent•Restrictions on corporate political contributions•Annual report of charitable contributions•Director and executive officer share ownership requirements•Overboarding policy•No poison pill•Active shareholder engagement process•Mandatory director retirement policy•Robust director orientation and education process

Ernst & Young LLP (“E&Y”) has been selected by the Audit Committee as the Company’s independent registered public accounting firm (referred to herein as the “independent auditors”) for fiscal year 2026. The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of BD’s independent auditors. Shareholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.

A representative of E&Y is expected to attend the 2026 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.

The Compensation and Human Capital Committee (the "Compensation Committee") believes the primary objective of the BD compensation program is to fully support the strategic business goal of delivering superior long-term shareholder returns through sustained profitable growth. As such, the program is intended to ensure a high degree of alignment between executive pay and the long-term value and financial soundness of BD.

CEO target direct compensation mix

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Our compensation objectives and practices

The Compensation Discussion and Analysis beginning on page 50 of this proxy statement describes BD’s executive compensation programand the compensation decisions made with respect to our Chief Executive Officer ("CEO") and the other executive officers named in the Summary Compensation Table on page 73.

Shareholders are being asked to approve an amendment to the 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to increase the number of authorized shares available for awards by 3,935,000 shares, from 51,700,000 to 55,635,000. Awards under the 2004 Plan are an important tool used by the Company to attract, retain and motivate associates throughout the BD organization. The Board believes BD must continue to offer equity compensation awards to successfully attract and retain the best possible BD associates.

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