Becton Dickinson & Co. 10-Q 2026-03-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2026

OR

For the transition period from to

Commission file number 001-4802

Becton, Dickinson and Company

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 275,540,427 shares of Common Stock, $1.00 par value, outstanding at March 31, 2026.

BECTON, DICKINSON AND COMPANY

FORM 10-Q

For the quarterly period ended March 31, 2026

TABLE OF CONTENTS

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

Millions of dollars, except per share data

(Unaudited)

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Millions of dollars

(Unaudited)

Amounts may not add due to rounding.

See notes to condensed consolidated financial statements

BECTON, DICKINSON AND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Millions of dollars, except per share amounts and numbers of shares

(Unaudited)

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The following commentary should be read in conjunction with the condensed consolidated financial statements and accompanying notes presented in this report. Within the tables presented throughout this discussion, certain columns may not add due to the use of rounded numbers for disclosure purposes. Percentages and earnings per share amounts presented are calculated from the underlying amounts. References to years throughout this discussion relate to our fiscal years, which end on September 30.

Company Overview

Becton, Dickinson and Company (“BD”) is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies and devices used by healthcare institutions, physicians, clinical laboratories, the pharmaceutical industry and the general public.

On February 9, 2026, we completed the spin-off of our former Biosciences and Diagnostic Solutions business and the combination of the business with Waters Corporation (“Waters”) in a Reverse Morris Trust transaction (the “Transaction”). The historical results of the former Biosciences and Diagnostic Solutions business (which was previously BD’s Life Sciences segment), have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the spin-off date of February 9, 2026. Additional disclosures regarding our spin-off of the former Biosciences and Diagnostic Solutions business are provided in Note 2 in the Notes to Condensed Consolidated Financial Statements.

Effective October 1, 2025, our segment reporting structure was reorganized into five distinct, separately-managed segments, based on the nature of our product and service offerings. Post-separation, we eliminated the Life Sciences segment from our segment reporting structure and our new organizational structure is based upon the following four remaining worldwide segments: BD Medical Essentials (“Medical Essentials”), BD Connected Care (“Connected Care”), BD BioPharma Systems (“BioPharma Systems”), and BD Interventional (“Interventional”). Our prior-period segment amounts have been recast in the tables below to conform to the new segment structure and to the current-period segment income presentation, as further discussed in Note 8 in the Notes to Condensed Consolidated Financial Statements.

BD’s products are manufactured and sold worldwide. Our products are marketed in the United States and internationally through independent distribution channels and directly to end-users by BD and independent sales representatives. Beginning in fiscal 2026, we split our EMEA (Europe, the Middle East and Africa) region into two distinct regions, Europe and META (the Middle East, Turkey, and Africa), to better align with our organizational structure. We now organize our operations outside the United States as follows: Europe, META; Greater Asia (which includes countries in Greater China, Japan, South Asia, Southeast Asia, Korea, Australia and New Zealand); Latin America (which includes Mexico, Central America, the Caribbean and South America); and Canada. We continue to pursue growth opportunities in emerging markets, which include the following geographic regions: Eastern Europe, the Middle East and Africa, Latin America and certain countries within Greater Asia.

As discussed above, we have reorganized our businesses and entered a new strategy of growth across our segments. Under New BD, we remain focused on touching and improving more patient lives, creating greater value for our associates and delivering even more impact for our customers. Our New BD strategy, Excellence Unleashed, is anchored in three strategic priorities: “compete”, “innovate” and “deliver”. To “compete”, we are elevating our commercial capabilities to gain share in the fastest growing areas of the medical technology market and to deliver an exceptional customer experience. Our priority to “innovate” emphasizes bringing high-impact solutions to the market and executing a pipeline that is stronger, more focused and productivity-driven. As we “deliver”, we strive for operational excellence, particularly in areas including safety, quality, reliable supply and cash flow generation.

Key Trends and Uncertainties Affecting Results of Operations

Our operations, supply chain, suppliers and customers are exposed to various global macroeconomic factors and other risks which we continually evaluate to assess their potential impact to our operations and financial results.

We have been experiencing, and may continue to experience, some adverse impact to our results of operations due to market dynamics in China, such as volume-based procurement programs (“VoBP”) and the government’s focus to contain its healthcare-related costs and to improve compliance of healthcare practitioners. Lower demand for vaccines has also adversely impacted our results of operations. The future demand for our products and services could be impacted by other factors including the deterioration of healthcare systems’ budgets.

In general, major disruptions in the sourcing, manufacturing and distribution of our products could adversely impact our results of operations. The ongoing conflict in Iran and the Middle East region has not yet significantly impacted our global supply chain or distribution of our products. However, continued disruption of transportation lanes and global energy supplies, as well

as increases in global oil prices due to this conflict could adversely affect our supply chain costs, our ability to source raw materials and components, and our ability to deliver product to customers, which may adversely impact our results of operations and our financial condition.

Tariffs, sanctions or other trade barriers imposed by the United States, or against the United States from countries in which we do business, could also adversely impact our supply chain costs, results of operations and our financial condition. Tariffs have adversely impacted our second quarter fiscal year 2026 operating expense and we continue to monitor international trade policy-related developments, including developments regarding refunds of certain tariffs, to assess their potential future impacts to our operations. Based upon the latest published tariffs that are currently in effect, we expect a continued adverse impact to operating expense for fiscal year 2026 and potentially beyond, primarily relating to any products (or components) imported from countries across our global supply chain which have no exemption opportunities. The ultimate impact of any existing or new tariffs or other changes in international trade policies is subject to a number of factors including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, any countermeasures that target countries may take, or any mitigating actions that may become available. While sourcing optimization and tariff exemptions for qualifying products are key aspects of our mitigation strategy, the timing of such or the ultimate results we will realize from these efforts are uncertain. In addition, our tariff mitigation strategies have been, and may be further challenged, rejected or eliminated through legislation or other challenges, or may otherwise not be effective, which may impact the collectability of the receivable we have recorded for exemption claims.

We continue to invest in research and development, strategic tuck-in acquisitions, geographic expansion, and new product programs to drive further revenue and profit growth. Our ability to sustain our long-term growth will depend on a number of factors, including our ability to expand our core business (including strategic geographical expansion), and develop innovative new products, as well as continue to improve operating efficiency and organizational effectiveness.

For additional information on risk factors that may impact our business, results of operations, finan

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There have been no material changes in information reported since the end of the fiscal year ended September 30, 2025.

An evaluation was carried out by BD’s management, with the participation of BD’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of BD’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2026. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were, as of the end of the period covered by this report, effective and designed to ensure that material information relating to BD and its consolidated subsidiaries would be made known to them by others within these entities.

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 identified in connection with the above-referenced evaluation that have materially affected, or are reasonably likely to materially affect, BD’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are involved, both as a plaintiff and a defendant, in various legal proceedings, including product liability and environmental matters as set forth in our 2025 Annual Report, and in Note 6 of the Notes to Condensed Consolidated Financial Statements in this report, which is incorporated herein by reference.

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 March 31, 2026.

Issuer Purchases of Equity Securities

(1)Includes 1,838 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)Includes shares remaining under repurchase programs authorized by the Board of Directors on January 27, 2026 and January 28, 2025, each of which permits the repurchase of up to 10 million shares of BD common stock and has no expiration date. During February 2026, BD fully utilized the repurchase program authorized by the Board of Directors on November 3, 2021, which permitted the repurchase of up to 10 million shares of BD common stock.

(3)Shares purchased includes an initial delivery of 9,319,664 shares of BD common stock received upon payment of $2 billion under accelerated share repurchase (“ASR”) agreements executed in February 2026. The remaining shares will be delivered in the third quarter of fiscal year 2026 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. Additional disclosures regarding the transactions are provided in Note 4 to the condensed consolidated financial statements contained in Item 1. Financial Statements.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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

During the three months ended March 31, 2026, none of our officers or directors adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K of the Exchange Act, except as follows:

On February 10, 2026, Thomas E. Polen, Chairman, Chief Executive Officer and President of BD, terminated a trading plan which was adopted on August 13, 2025 and intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act (the “original Rule 10b5-1 trading plan”). The original Rule 10b5-1 trading plan provided for the exercise of up to 47,700 stock appreciation rights (“SARs”) at various exercise prices, net of shares withheld to satisfy applicable taxes with an expiration date of December 1, 2026. Mr. Polen terminated the original Rule 10b5-1 trading plan in connection with the adjustment to BD’s stock price after the close of the spin-off of BD’s former Biosciences and Diagnostic Solutions business and the combination of the business with Waters Corporation in a Reverse Morris Trust transaction, as further discussed in Note 2 in the Notes to Condensed Consolidated Financial Statements. Following the termination of the original Rule 10b5-1 trading plan, on March 2, 2026, Mr. Polen adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The new plan provides for the exercise of up to 63,487 SARs at various exercise prices, net of shares withheld to satisfy applicable taxes and terminates on the earlier of the date all the shares under the plan are sold and June 1, 2027.

On February 18, 2026, Michael Garrison, Executive Vice President and President, Medical Essentials and BioPharma Systems Segments 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 the sale of up to 2,200 shares of BD’s common stock. 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 June 10, 2027.

On February 27, 2026, Shana Neal, Executive Vice President and Chief People Officer of BD, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Neal’s plan is for the sale of up to 4,500 shares of BD’s common stock. 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 June 7, 2027.

• Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 7, 2026