A Dark Vector Cognition product

Item 1A. Risk Factors

3K characters. Original on sec.gov ·

Item 1A. Risk Factors

The 1 table in Item 1A. Risk Factors as one CSV, figures in aligned columns. For subscribers: paste your API key. One API call. Plans from $19 a month, see pricing.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth certain information regarding our purchases of common stock of BD during the quarter ended December 31, 2023.

Issuer Purchases of Equity Securities

For the three months ended December 31, 2023Total Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1 - 31, 20231,086$256.74—8,799,998
November 1 – 30, 2023 (3)1,718,377236.051,718,1407,081,858
December 1 – 31, 2023 (3)400,081236.05400,0816,681,777
Total2,119,544$236.062,118,2216,681,777

(1)Includes 1,323 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)Represents shares available under a repurchase program authorized by the Board of Directors on November 3, 2021, for 10 million shares, for which there is no expiration date.

(3)Shares purchased includes an initial delivery of 1,718,140 shares of our common stock received upon payment of $500 million under accelerated share repurchase (“ASR”) agreements, which were executed in November 2023, and an additional 400,081 shares in December 2023 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 of the ASR agreements. Additional disclosures regarding this transaction are provided in Note 3 of the Notes to Condensed Consolidated Financial Statements in this report.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information