{"url_path":"/sec/bdx/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/10795/0001140361-26-022270-index.html","accession_number":"0001140361-26-022270","cik":"0000010795","ticker":"BDX","issuer_name":"BECTON DICKINSON & CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/10795/0001140361-26-022270-index.html","primary_entity_key":"0000010795","primary_entity_name":"BECTON DICKINSON & CO"},"word_count":1093,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nSubsidiary Notes Offering\n\nOn May 20, 2026, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the\nlaws of the Grand Duchy of Luxembourg (“Becton Finance”) and an indirect, wholly-owned subsidiary of Becton, Dickinson and Company (“BD”), issued €600,000,000 aggregate principal amount of its 3.855% Notes due 2033 (the “Becton Finance Notes”) in\nan underwritten public offering.\n\nIndenture and Supplemental Indenture\n\nThe Becton Finance Notes were issued pursuant to the indenture, dated May 17, 2019, among Becton Finance, as issuer, BD, as guarantor, and The Bank of\nNew York Mellon Trust Company, N.A., as trustee (the “Becton Finance Base Indenture”), as amended and supplemented by the Sixth Supplemental Indenture thereto, dated as of May 20, 2026 (the “Becton Finance Sixth Supplemental Indenture” and,\ntogether with the Becton Finance Base Indenture, the “Becton Finance Indenture”).\n\nThe Becton Finance Notes are fully and unconditionally guaranteed on a senior unsecured basis by BD.\n\nBecton Finance may, at its option, redeem the Becton Finance Notes, in whole or in part, at any time and from time to time prior to February 20, 2033\n(three months prior to the maturity date of the Becton Finance Notes) at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the remaining scheduled payments on the\nBecton Finance Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 15 basis points, plus accrued and unpaid interest, to but\nexcluding the date of redemption on the principal balance of the Becton Finance Notes being redeemed. At any time on or after February 20, 2033, the Becton Finance Notes will be redeemable at Becton Finance’s option, in whole or in part, at any\ntime and from time to time at a redemption price equal to 100% of the principal amount of the Becton Finance Notes to be redeemed, plus accrued and unpaid interest hereon to, but excluding, the redemption date.\n\nBecton Finance or, in the case of its guarantee, BD, will, subject to certain exceptions and limitations set forth in the BD Finance Sixth Supplemental\nIndenture, pay as additional interest on the Becton Finance Notes such additional amounts as are necessary in order that the net payment by Becton Finance of the principal of and interest on each of the Becton Finance Notes to a holder after\nwithholding or deduction solely with respect to any present or future tax, assessment or other governmental charge imposed by Luxembourg, the United States, or any other jurisdiction in which Becton Finance or BD or, in each case, any successor\nthereof, may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), will not be less than the amount provided in the Becton Finance Notes to be then due and payable. If, as a\nresult of any change in, or amendment to, the tax laws of a Taxing Jurisdiction, or an official interpretation thereof, Becton Finance becomes or, based upon a written opinion of independent counsel selected by Becton Finance, will become obligated\nto pay such additional amounts with respect to the Becton Finance Notes, Becton Finance may at any time at its option redeem, in whole, but not in part, the Becton Finance Notes at 100% of the principal amount plus accrued and unpaid interest, if\nany, to, but excluding, the date of redemption.\n\nIf a Change of Control Triggering Event (as defined in the Becton Finance Sixth Supplemental Indenture) occurs with respect to the Becton Finance\nNotes, unless Becton Finance has exercised its right to redeem the Becton Finance Notes as described above, Becton Finance will be required to make an offer to each holder of outstanding Becton Finance Notes to repurchase all or any portion (equal\nto €1,000 or an integral multiple of €1,000 in excess thereof) of that holder’s Becton Finance Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of\npurchase, subject to the rights of holders of such Becton Finance Notes on the relevant record date to receive interest due on the relevant interest payment date.\n\nEach of the following constitutes an event of default under the Becton Finance Indenture with respect to the Becton Finance Notes: (1) failure to pay\nany installment of interest on the Becton Finance Notes when due and payable, continued for 30 days; (2) failure to pay the principal when due of the Becton Finance Notes, whether at stated maturity or otherwise; (3) failure to observe or perform\nany other covenants, conditions or agreements of Becton Finance or BD with respect to the Becton Finance Notes for 60 days after Becton Finance receives notice of such failure; (4) certain events of bankruptcy, insolvency or reorganization of\nBecton Finance or BD; or (5) BD’s guarantee ceases to be in full force and effect. If an event of default occurs, the principal amount of the Becton Finance Notes may be accelerated pursuant to the Becton Finance Indenture.\n\nThe Becton Finance Indenture includes requirements that must be met if Becton Finance or BD consolidates or merges with, or sells all or substantially\nall of their respective assets to, another entity. The Becton Finance Indenture also contains certain restrictive covenants with respect to Becton Finance, BD and its restricted subsidiaries, including a limitation on liens, a restriction on sale\nand leasebacks and a restriction on Becton Finance’s activities that are inconsistent with its designation as a finance subsidiary.\n\nThe foregoing summary is qualified in its entirety by reference to the text of the Becton Finance Base Indenture, a copy of which is incorporated by\nreference herein from Exhibit 4.7 to BD’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019, the Becton Finance Sixth Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and the Form of\n3.855% Notes due 2033, a copy of which is filed herewith as Exhibit 4.2.\n\nBD and Becton Finance expect to use the net proceeds from the Becton Finance Offering, together with cash on hand, to repay the entire aggregate\nprincipal amount outstanding of Becton Finance’s 1.208% Notes due June 4, 2026, and to pay accrued interest, fees and expenses in connection therewith, with any remaining net proceeds to be used for general corporate purposes."}