Becton, Dickinson (BDX) selling €600M 3.855% notes to refinance 2026 debt

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Becton, Dickinson and Company, through its Luxembourg subsidiary Becton Dickinson Euro Finance S.à r.l., entered into an underwriting agreement to issue €600,000,000 aggregate principal amount of 3.855% Notes due 2033. The new Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD.

BD and Becton Finance expect to use the net proceeds from this offering, together with cash on hand, to repay the outstanding 1.208% Euro Notes due June 4, 2026, including accrued interest, fees and expenses. Completion of the offering is expected on or about May 20, 2026, subject to customary closing conditions.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Euro Notes offering size: €600,000,000 aggregate principal amount Coupon rate: 3.855% Maturity of new notes: 2033 +3 more

6 metrics

Euro Notes offering size €600,000,000 aggregate principal amount 3.855% Notes due 2033

Coupon rate 3.855% Euro Notes due 2033

Maturity of new notes 2033 Euro Notes issued by Becton Finance

Existing notes coupon 1.208% Euro Notes due June 4, 2026 to be repaid

Existing notes maturity date June 4, 2026 1.208% Euro Notes to be repaid

Expected offering completion date On or about May 20, 2026 Closing of Euro Notes offering

Key Terms

Underwriting Agreement, aggregate principal amount, senior unsecured, net proceeds, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

aggregate principal amount financial

"the offer and sale ... of €600,000,000 aggregate principal amount of its 3.855% Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

senior unsecured financial

"The Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD."

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

net proceeds financial

"expect to use the net proceeds of the Offering, together with cash on hand, to repay"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

customary closing conditions financial

"BD expects that the Offering will be completed on or about May 20, 2026, subject to customary closing conditions."

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

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Understanding 8-K Material Events →

05/12/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): May 11, 2026

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	001-04802	22-0760120
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Becton Drive Franklin Lakes, New Jersey		07417-1880
(Address of principal executive offices)		(Zip Code)

(201) 847-6800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $1.00	BDX	New York Stock Exchange
1.900% Notes due December 15, 2026	BDX26	New York Stock Exchange
1.208% Notes due June 4, 2026	BDX/26A	New York Stock Exchange
1.213% Notes due February 12, 2036	BDX/36	New York Stock Exchange
New York Stock Exchange	New York Stock Exchange	New York Stock Exchange
New York Stock Exchange	New York Stock Exchange	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐

Item 8.01

Other Events.

On May 11, 2026, Becton, Dickinson and Company (“BD”), together with its indirect, wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Becton Finance”), entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc and the several other underwriters named therein (the “Underwriters”) in connection with the offer and sale by Becton Finance to the Underwriters (the “Offering”) of €600,000,000 aggregate principal amount of its 3.855% Notes due 2033 (the “Euro Notes”). The Euro Notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD.

BD and Becton Finance expect to use the net proceeds of the Offering, together with cash on hand, to repay the entire aggregate principal amount outstanding of the 1.208% Euro Notes due June 4, 2026 (the “1.208% Euro Notes”) issued by Becton Finance, and to pay accrued interest, fees and expenses in connection therewith. BD expects that the Offering will be completed on or about May 20, 2026, subject to customary closing conditions.

Certain of the Underwriters or their affiliates may hold a portion of the 1.208% Euro Notes and accordingly may receive a portion of the net proceeds of the Offering.

The foregoing description of the Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

1.1	Underwriting Agreement, dated May 11, 2026, by and among Becton Dickinson Euro Finance S.à r.l., Becton, Dickinson and Company, Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and the several other underwriters named therein.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	BECTON, DICKINSON AND COMPANY (Registrant)

	By:	/s/ Stephanie M. Kelly
	Stephanie M. Kelly
	Chief Securities and Governance Counsel, Corporate Secretary

Date: May 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What debt offering did Becton, Dickinson (BDX) announce in this report?

Becton, Dickinson’s Luxembourg subsidiary plans to issue €600,000,000 of 3.855% Euro Notes due 2033. These notes will be fully and unconditionally guaranteed on a senior unsecured basis by BD, providing investors recourse to the parent company’s credit profile.

How will Becton, Dickinson (BDX) use the proceeds from the new Euro Notes?

BD and Becton Finance expect to use the net proceeds, along with cash on hand, to repay the entire principal of the 1.208% Euro Notes due June 4, 2026. They also plan to cover accrued interest, fees and related expenses tied to that repayment.

What are the key terms of Becton, Dickinson’s (BDX) new Euro Notes due 2033?

The new Euro Notes have an aggregate principal amount of €600,000,000, a 3.855% coupon, and mature in 2033. They are senior unsecured obligations of Becton Finance and are fully and unconditionally guaranteed on a senior unsecured basis by Becton, Dickinson and Company.

When does Becton, Dickinson (BDX) expect the Euro Notes offering to close?

BD expects the Euro Notes offering to be completed on or about May 20, 2026. The closing is subject to customary conditions typically found in underwritten debt offerings, as outlined in the underwriting agreement dated May 11, 2026.

Which existing Becton, Dickinson (BDX) debt is being refinanced with this transaction?

The company intends to repay the 1.208% Euro Notes due June 4, 2026, issued by Becton Finance. The repayment will use net proceeds from the new 3.855% Euro Notes due 2033 plus cash on hand, covering principal, accrued interest, fees and expenses.

Who are the lead underwriters on Becton, Dickinson’s (BDX) new Euro Notes deal?

The underwriting agreement is with Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, and other underwriters. Some underwriters or affiliates may hold the 1.208% Euro Notes and thus receive part of the repayment proceeds.

Filing Exhibits & Attachments

5 documents