A Dark Vector Cognition product

Item 1A. Risk Factors

2K characters. Original on sec.gov ·

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

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal 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, 20251,489$192.98—12,148,356
November 1 – 30, 20251,315,532190.061,315,33010,833,026
December 1 – 31, 2025———10,833,026
Total1,317,021$190.071,315,33010,833,026

(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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