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Item 9B. Other Information.

2K characters. Original on sec.gov ·

Item 9B. Other Information.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

Other than as set forth below, none of our directors and officers adopted, terminated or modified any “Rule 10b5-1 trading arrangements,” as defined in Item 408(a) of Regulation S-K of the Exchange Act during the three months ended September 30, 2025:

On August 13, 2025, Thomas E. Polen, Chairman, Chief Executive Officer and President of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Polen’s plan is for: (i) the exercise of up to 47,700 stock appreciation rights (“SARs”) at various exercise prices, net of shares withheld to satisfy applicable taxes. The sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 1, 2026.

On August 13, 2025, Michael Garrison, Executive Vice President and President, Medical Segment of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Dr. Garrison’s plan is for: (i) the exercise of up to 3,054 SARs at various exercise prices, net of shares withheld to satisfy applicable taxes, (iii) the sale of up to 999 shares of BD’s common stock upon the vesting of time vested units (“TVUs”), net of shares withheld to satisfy applicable taxes, and (iv) the sale of up to 4,063 shares of BD’s common stock upon the vesting of performance units, subject to the final payout factor and net of shares withheld to satisfy applicable taxes. The sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 3, 2026.

During the three months ended September 30, 2025, none of our officers or directors adopted, terminated or modified any “non-Rule 10b5-1 trading arrangements” as defined in Item 408(a) of Regulation S-K of the Exchange Act.

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