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Item 5. Other Information

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Item 5. Other Information

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.

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