filings.toolsItem 1A. Risk Factors
3K characters. Original on sec.gov · Markdown
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 March 31, 2026.
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 | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| January 1 – 31, 2026 | 1,438 | $ | 198.53 | — | 20,833,026 | |||||||||||||||||||||
| February 1 – 28, 2026 (3) | 9,320,064 | 171.68 | 9,319,664 | 11,513,362 | ||||||||||||||||||||||
| March 1 – 31, 2026 | — | — | — | 11,513,362 | ||||||||||||||||||||||
| Total | 9,321,502 | $ | 171.69 | 9,319,664 | 11,513,362 |
(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.
Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information