Item 1A. Risk Factors
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Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below sets forth certain information regarding BD’s purchases of its common stock during the fiscal quarter ended December 31, 2025.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3) | ||||||||||||||||||||||
| October 1 – 31, 2025 | 1,489 | $ | 192.98 | — | 12,148,356 | |||||||||||||||||||||
| November 1 – 30, 2025 | 1,315,532 | 190.06 | 1,315,330 | 10,833,026 | ||||||||||||||||||||||
| December 1 – 31, 2025 | — | — | — | 10,833,026 | ||||||||||||||||||||||
| Total | 1,317,021 | $ | 190.07 | 1,315,330 | 10,833,026 |
(1)Includes 1,691 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 purchased as further discussed in Note 3 to the condensed consolidated financial statements contained in Item 1. Financial Statements.
(3)Includes 833,026 shares under a repurchase program authorized by the Board of Directors on November 3, 2021 and 10 million shares under a repurchase program authorized by the Board of Directors on January 28, 2025. On January 27, 2026, the Board of Directors authorized BD to repurchase an additional 10 million shares of BD common stock. There is no expiration date for any of the repurchase programs authorized by the Board of Directors.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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