BD (NYSE: BDX) closes $18.8B Biosciences spin-off and $4B cash deal with Waters (NYSE: WAT)

Rhea-AI Filing Summary

Becton, Dickinson and Company (BD) completed the previously announced spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation. BD shareholders received approximately 0.135 shares of Waters common stock for each BD share held as of February 5, 2026.

BD received $4 billion of cash from SpinCo. BD expects to use $2 billion for an accelerated share repurchase program and $2 billion for debt repayments, both targeted in the near term subject to market conditions.

Based on Waters’ February 6, 2026 closing price, the transaction valued the Biosciences & Diagnostic Solutions business at $18.8 billion, and BD shareholders owned 39.2% of the combined company on a fully diluted basis. Claire M. Fraser, Ph.D., resigned from BD’s board and joined the Waters board.

Positive

• $4 billion cash distribution from the spin-off transaction, with BD planning to deploy $2 billion for an accelerated share repurchase and $2 billion for debt repayment in the near term.
• Strategic portfolio reshaping, as BD completes the separation of its Biosciences & Diagnostic Solutions business at a stated $18.8 billion transaction value while BD shareholders retain 39.2% ownership of the combined Waters company on a fully diluted basis.

Negative

• None.

Insights

Equity & Corporate Actions Analyst

BD monetizes a large business at $18.8B, adds $4B cash for buybacks and debt reduction.

BD finalized the separation of its Biosciences & Diagnostic Solutions business and combined it with Waters, valuing the business at $18.8 billion based on Waters’ February 6, 2026 closing price. BD shareholders received Waters shares and now hold 39.2% of the combined company on a fully diluted basis.

BD obtained a $4 billion cash distribution from SpinCo. The company plans to allocate $2 billion to an accelerated share repurchase program and $2 billion to debt repayment, both expected to be executed in the near term, subject to market conditions. This pairs balance sheet de‑leveraging with direct capital returns.

Multiple ancillary agreements (Tax Matters, Employee Matters, Intellectual Property Matters and Transition Services) structure ongoing tax, workforce, IP and service relationships with Waters. Governance also shifts, with Claire M. Fraser, Ph.D., leaving BD’s board to join Waters’ board, modestly reducing BD’s board size.

8-K Event Classification

5 items: 1.01, 5.02, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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.

Understanding 8-K Material Events →

BECTON DICKINSON & CO false 0000010795 0000010795 2026-02-09 2026-02-09 0000010795 us-gaap:CommonStockMember 2026-02-09 2026-02-09 0000010795 bdx:Notes1.900dueDecember152026Member 2026-02-09 2026-02-09 0000010795 bdx:M1.208NotesDueJune420262Member 2026-02-09 2026-02-09 0000010795 bdx:M1.213NotesDueFebruary1220364Member 2026-02-09 2026-02-09 0000010795 bdx:M3.519NotesDueFebruary820313Member 2026-02-09 2026-02-09 0000010795 bdx:M3.828NotesDueJune720321Member 2026-02-09 2026-02-09

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 earliest event reported): February 9, 2026

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation)		001-4802 (Commission File Number)		22-0760120 (I.R.S. Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey 07417-1880
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (201) 847-6800
N/A (Former Name or Former Address, if Changed Since Last Report)

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
3.519% Notes due February 8, 2031		BDX31		New York Stock Exchange
3.828% Notes due June 7, 2032		BDX32A		New York Stock Exchange

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))

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.  ☐

Introductory Note.

On February 9, 2026 (the “Closing Date”), Becton, Dickinson and Company, a New Jersey corporation (the “Company” or “BD”), and Waters Corporation, a Delaware corporation (“Waters”), announced that they consummated the previously announced spin-off of the Company’s Biosciences and Diagnostic Solutions business (the “Biosciences and Diagnostics Solutions Business”) and combination of the Biosciences and Diagnostics Solutions Business with Waters (the “Closing”). In accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of July 13, 2025 (the “Merger Agreement”), by and among the Company, Waters, Augusta SpinCo Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), and Beta Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Waters (“Merger Sub”), and the Separation Agreement, dated as of July 13, 2025 (the “Separation Agreement”), by and among the Company, Waters, and SpinCo, as amended by that certain Amendment No. 1, by and among the Company, Waters, and SpinCo, dated as of February 9, 2026, (1) the Company transferred, and SpinCo accepted and assumed, all of the rights, titles and interests to and under certain assets and liabilities relating to the Biosciences and Diagnostics Solutions Business such that the Biosciences and Diagnostics Solutions Business was separated from the remainder of the Company’s businesses (the “Separation”), (2) following the Separation, the Company distributed, on a pro rata basis (the “Distribution”), one share of SpinCo common stock, par value $0.01 per share (“SpinCo Common Stock”), to each holder of Company common stock (other than any subsidiary of the Company) as of the close of business on February 5, 2026 (the “Record Date”, and such holders of Company common stock as of the Record Date, the “Record Date Company Shareholders”) and (3) following the Distribution, Merger Sub merged with and into SpinCo, with SpinCo as the surviving entity (the “Merger” and, together with the Separation and the Distribution, the “Transactions”), and each share of SpinCo Common Stock (except for any such shares held as treasury stock, or held by the Company, SpinCo or any subsidiary of the Company, if any, which shares were canceled) was converted into the right to receive 0.135343148384084 shares of common stock, $0.01 par value per share, of Waters (“Waters Common Stock”). In addition, pursuant to the terms of the Separation Agreement, prior to the Distribution and the Merger, SpinCo made a cash payment to the Company of $4 billion. Upon completion of the Distribution and the Merger, Waters issued 38,541,851 shares of Waters Common Stock to the Record Date Company Shareholders. As a result of the Merger, Merger Sub ceased to exist as a separate legal entity, and SpinCo became a wholly owned subsidiary of Waters.

Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements:

Tax Matters Agreement

The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respect of tax matters related to the Company, SpinCo and their respective subsidiaries.

Employee Matters Agreement

The Company, Waters and SpinCo entered into an Employee Matters Agreement (the “Employee Matters Agreement”) with respect to the transfer of the employment of certain employees of the Company and of the Biosciences and Diagnostics Solutions Business and related matters, including the allocation among the parties of assets, liabilities and responsibilities with respect to terms of employment, benefit plan transition and related coverage and other compensation and labor matters, as well as responsibility for employee and benefit plan liabilities for certain current and former employees of the Company and of the Biosciences and Diagnostics Solutions Business.

Intellectual Property Matters Agreement

The Company, Waters and SpinCo entered into an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”), pursuant to which the Company and Waters each granted the other a worldwide, fully paid, royalty-free, irrevocable, nonexclusive license under the intellectual property owned by the licensor and used in the operation of the licensee’s business to use, make, have made, and sell the licensee’s products in the licensee’s existing field of business. In addition, the Company granted Waters a worldwide, fully-paid, royalty-free, irrevocable, exclusive license to three patent families owned by the Company which relate to R&D-stage technology for devices and systems that enable the metered collection of biological fluids into evacuated collection devices for use within the field of the Biosciences and Diagnostics Solutions Business.

Transition Services Agreement

The Company, Waters and SpinCo entered into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to which the Company will provide certain services to SpinCo on a transitional basis to facilitate the transition of the Biosciences and Diagnostics Solutions Business to Waters. The Company will provide to SpinCo various services (including HR, sales and marketing, finance and IT) for a duration ranging from three months up to 24 months.

Each of the foregoing descriptions does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement and Transition Services Agreement, as applicable, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the completion of the Transactions, and effective as of the Closing, Claire M. Fraser, Ph.D., resigned as a director of the Company and was appointed to the Waters board of directors. As a result of Dr. Fraser’s resignation, the size of the board of directors of the Company was reduced to twelve directors. The board of directors of the Company currently consists of William M. Brown, Carrie L. Byington, R. Andrew Eckert, Gregory J. Hayes, Jeffrey W. Henderson, Robert L. Huffines, Christopher Jones, Thomas E. Polen, Timothy M. Ring, Bertram L. Scott, Joanne Waldstreicher and Jacqueline Wright.

Item 7.01. Regulation FD Disclosure.

On February 9, 2026, the Company issued a press release announcing the completion of the Transactions, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events.

On February 6, 2026, in connection with the completion of the Transactions, the Company received a cash distribution from SpinCo of $4 billion. The Company expects to use $2 billion of the cash distribution for share repurchases through an accelerated share repurchase program and the remaining $2 billion for debt repayments. Both initiatives are expected to be executed in the near term, subject to market conditions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Separation Agreement, dated as of July 13, 2025, by and among Becton, Dickinson and Company, Waters Corporation and Augusta SpinCo Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Becton, Dickinson and Company on July 14, 2025).*
2.2		Amendment No. 1 to Separation Agreement, dated as of February 9, 2026, by and among Becton, Dickinson and Company, Waters Corporation and Augusta SpinCo Corporation.*
2.3		Agreement and Plan of Merger, dated as of July 13, 2025, by and among Becton, Dickinson and Company, Augusta SpinCo Corporation, Waters Corporation and Beta Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Becton, Dickinson and Company on July 14, 2025).*
10.1		Tax Matters Agreement, dated as of February 9, 2026, by and among Becton, Dickinson and Company, Waters Corporation and Augusta SpinCo Corporation.*
10.2		Employee Matters Agreement, dated as of February 9, 2026, by and among Becton, Dickinson and Company, Waters Corporation, and Augusta SpinCo Corporation.*
10.3		Intellectual Property Matters Agreement, dated as of February 9, 2026, by and among Becton, Dickinson and Company, Waters Corporation and Augusta SpinCo Corporation.*
10.4		Transition Services Agreement, dated as of February 9, 2026, by and among Becton, Dickinson and Company, Waters Corporation and Augusta SpinCo Corporation.*
99.1		Press Release, dated February 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules (or similar attachments) to this Exhibit have been omitted in accordance with Items 601(a)(5) and/or 601(b)(2) of Regulation S-K. Becton, Dickinson and Company agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request.

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

Dated: February 9, 2026

Exhibit 99.1

BD Completes Combination of Biosciences & Diagnostic Solutions Business with Waters Corporation

FRANKLIN LAKES, N.J., Feb. 9, 2026 /PRNewswire/ — BD (Becton, Dickinson and Company) (NYSE: BDX) today announced the successful completion of the previously announced spin-off of BD’s Biosciences & Diagnostic Solutions business and the combination of the business with Waters Corporation (NYSE: WAT).

In connection with the transaction, BD shareholders will receive approximately 0.135 shares of Waters common stock for each share of BD common stock that they held as of the close of business on February 5, 2026, the record date for the spin-off, with cash in lieu of any fractional shares of Waters common stock, and BD received $4 billion of cash. As of the closing of the transaction, BD’s shareholders owned shares of Waters common stock representing 39.2% of the outstanding shares of the combined company on a fully diluted basis. Based on the closing price of Waters common stock on February 6, 2026, the transaction valued the BD Biosciences & Diagnostic Solutions business at $18.8 billion. BD expects to use $2 billion of the proceeds to repurchase BD common shares through an accelerated share repurchase program and the remaining $2 billion for debt repayment. Both initiatives are expected to be executed in the near term, subject to market conditions.

“The successful combination of our Biosciences & Diagnostic Solutions business with Waters marks the final milestone of our BD 2025 strategy, positioning BD for its next chapter as a focused, pure-play MedTech company built for the next era of healthcare. Over the last several years, we have deliberately shaped our portfolio – including divesting three substantial non-core assets and completing more than 20 strategic tuck-in acquisitions – to strengthen our presence in some of the most attractive areas in healthcare. As a result, BD is uniquely positioned to capitalize on the trends we’ve identified as shaping the future of healthcare: the rise of smarter connected devices and AI; the shift of care to more convenient settings; and rapid advances in technologies for chronic disease,” said Tom Polen, Chairman, CEO, and President of BD.

“Looking ahead, BD is accelerating execution through our Excellence Unleashed strategy – strengthening our commercial engine, leading with differentiated innovation, and delivering with exceptional quality and world-class operations. Combined with our global scale, leading positions in the majority of markets we serve, and highly recurring consumables model, we believe BD is well-positioned to generate durable revenue, margin, and cash flow growth to drive shareholder value,” Polen added.

BD also reported first-quarter fiscal year 2026 financial results today.

Pursuant to the terms of the transaction agreement, Claire M. Fraser, Ph.D., has been appointed to the Waters Corporation Board of Directors effective upon the closing of the transaction, and is simultaneously stepping down from the BD Board of Directors, following nearly two decades of dedicated service.

Polen concluded, “On behalf of the BD Board and management team, we thank Claire for her invaluable contributions to BD. Claire’s leadership and expertise in genomics, infectious diseases and molecular diagnostics have been instrumental in guiding our company through transformative periods and shaping the strategic direction of BD. She will provide significant expertise to Waters as part of their Board, and we wish her continued success.”

Citi served as lead financial advisor to BD, and Evercore also served as a financial advisor. Wachtell, Lipton, Rosen & Katz served as lead legal counsel to BD.

About BD

BD is one of the world’s largest pure-play medical technology companies with a Purpose of advancing the world of health^™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X @BDandCo or Instagram @becton_dickinson.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information about the completion of the transaction in which BD spun off its Biosciences & Diagnostic Solutions business and combined it with Waters Corporation, as well as BD’s pipeline, Excellence Unleashed strategy and actions to enhance shareholder value, including their potential benefits, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, failure to realize the anticipated benefits of the transaction with Waters; our ability to execute the Excellence Unleashed strategy; the uncertainties inherent in business and financial planning, including, without limitation, risks related to BD’s business and prospects, adverse developments in BD’s markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment or economies generally; and competitive developments.

A further description of risks and uncertainties can be found in BD’s reports filed with the SEC, including BD’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. Any forward-looking statements speak only as of the date of this press release. BD does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Contacts

Media

Matt Marcus

VP, Public Relations

Matt.Marcus@bd.com

Investors

Shawn Bevec

SVP, Investor Relations

Investor_Relations@bd.com

SOURCE

 BD (Becton, Dickinson and Company)

FAQ

What transaction did Becton, Dickinson and Company (BDX) complete with Waters Corporation?

BD completed the spin-off of its Biosciences & Diagnostic Solutions business and combined it with Waters Corporation. The business was separated into SpinCo, distributed to BD shareholders, and then merged with Waters, making SpinCo a wholly owned subsidiary of Waters.

What will Becton, Dickinson and Company (BDX) shareholders receive from the Waters transaction?

BD shareholders will receive approximately 0.135 shares of Waters common stock for each BD share held as of February 5, 2026. They also ended up owning Waters common stock representing 39.2% of the outstanding shares of the combined company on a fully diluted basis.

How much cash did Becton, Dickinson and Company (BDX) receive and how will it be used?

BD received a cash distribution of $4 billion from SpinCo in connection with the transaction. BD expects to use $2 billion for an accelerated share repurchase program and the remaining $2 billion for debt repayments, both targeted for execution in the near term, subject to market conditions.

What valuation was assigned to BD’s Biosciences & Diagnostic Solutions business in the Waters deal?

Based on the closing price of Waters common stock on February 6, 2026, the transaction valued BD’s Biosciences & Diagnostic Solutions business at $18.8 billion. This valuation reflects the equity value implied by the share exchange and BD shareholders’ 39.2% ownership of the combined company.

What new agreements did Becton, Dickinson and Company (BDX) enter into with Waters and SpinCo?

BD, Waters and SpinCo entered into a Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement and Transition Services Agreement. These govern tax responsibilities, employee and benefit transitions, IP licensing arrangements, and transitional services such as HR, sales, finance and IT for up to 24 months.

Did the Waters transaction affect Becton, Dickinson and Company (BDX) board composition?

Yes. Claire M. Fraser, Ph.D., resigned from BD’s board effective at closing and was appointed to the Waters board. Her departure reduced BD’s board size to twelve directors, including Chairman, CEO and President Tom Polen and eleven other listed board members.

How does the Waters transaction align with Becton, Dickinson and Company (BDX) strategy?

BD’s CEO described the combination as the final milestone of the BD 2025 strategy, positioning BD as a focused, pure-play MedTech company. Management highlighted prior divestitures, tuck-in acquisitions and the Excellence Unleashed strategy aimed at driving durable revenue, margin and cash flow growth.

Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EX-99.1 10.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 210.0 KB
• EX-10.2 EX-10.2 150.9 KB
• EX-10.3 EX-10.3 96.8 KB
• EX-10.4 EX-10.4 183.6 KB

Other Documents

• EX-2.2 EX-2.2 18.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.5 KB