Becton Dickinson (BDX) exits Augusta stake with 284.8M-share distribution

Rhea-AI Filing Summary

Becton Dickinson & Co, a 10% owner of Augusta SpinCo Corp, reported a large share distribution. On February 9, 2026, it distributed 284,771,350 shares of Augusta common stock to its own public stockholders for no consideration, on a pro rata basis, under a prior separation agreement.

After this transaction, Becton Dickinson reported owning zero Augusta shares, indicating it no longer held a direct equity stake in Augusta SpinCo Corp.

Insights

Equity capital markets analyst

Parent company completes spin-off style distribution of Augusta shares.

Becton Dickinson & Co previously held Augusta SpinCo Corp common stock, adjusted for a stock split effective February 5, 2026. It then distributed 284,771,350 Augusta shares to its public stockholders for no consideration on February 9, 2026.

This aligns with a separation agreement among Becton Dickinson, Augusta, and Waters Corporation, transferring Augusta ownership from the parent to its shareholders. The filing shows Becton Dickinson with 0 Augusta shares afterward, so Augusta’s equity becomes widely held rather than parent-owned.

Subsequent company filings may further detail Augusta’s post-distribution shareholder base and any ongoing arrangements tied to the July 13, 2025 separation agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BECTON DICKINSON & CO

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.01 per share	284,771,350	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 0 shares (Direct)

Footnotes (1)

1. Reflects the adjusted number of shares held by the Reporting Person as a result of the Issuer's stock split that was effective February 5, 2026. The Reporting Person distributed all of the shares of common stock, par value $0.01, of the Issuer reported in Table I above to its public stockholders of record as of February 9, 2026, for no consideration on a pro rata basis pursuant to the Separation Agreement, dated as of July 13, 2025, by and among the Reporting Person, the Issuer and Waters Corporation.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BECTON DICKINSON & CO

(Last) (First) (Middle)

ONE BECTON DRIVE

(Street)

FRANKLIN LAKES NJ 07417

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Augusta SpinCo Corp [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/09/2026		J		284,771,350(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the adjusted number of shares held by the Reporting Person as a result of the Issuer's stock split that was effective February 5, 2026.

2. The Reporting Person distributed all of the shares of common stock, par value $0.01, of the Issuer reported in Table I above to its public stockholders of record as of February 9, 2026, for no consideration on a pro rata basis pursuant to the Separation Agreement, dated as of July 13, 2025, by and among the Reporting Person, the Issuer and Waters Corporation.

	/s/Stephanie M. Kelly, Chief Securities and Governance Counsel, Corporate Secretary	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Becton Dickinson report in this Augusta SpinCo (BDX) Form 4?

Becton Dickinson reported a distribution of Augusta SpinCo common stock. It transferred 284,771,350 Augusta shares to its own public stockholders for no consideration, on a pro rata basis, rather than selling them in the market, completing a separation agreement-driven ownership shift.

How many Augusta SpinCo shares did Becton Dickinson distribute on February 9, 2026?

The company distributed 284,771,350 shares of Augusta SpinCo common stock. This amount reflects an adjustment for a prior stock split and represents all Augusta shares Becton Dickinson held before the distribution to its public stockholders of record.

Did Becton Dickinson receive any cash consideration for the Augusta SpinCo share distribution?

No, the distribution was made for no consideration. Becton Dickinson transferred all Augusta SpinCo common shares to its public stockholders on a pro rata basis, consistent with the terms of a previously signed separation agreement involving Augusta and Waters Corporation.

How many Augusta SpinCo shares does Becton Dickinson own after this reported transaction?

Following the reported transaction, Becton Dickinson’s beneficial ownership of Augusta SpinCo common stock is shown as zero shares. This indicates it no longer holds a direct equity position in Augusta after distributing all previously held shares to its public stockholders.

What agreement governed Becton Dickinson’s distribution of Augusta SpinCo shares?

The distribution was made pursuant to a Separation Agreement dated July 13, 2025. That agreement was among Becton Dickinson, Augusta SpinCo Corp, and Waters Corporation, and it set the terms for transferring Augusta shares to Becton Dickinson’s public stockholders.

How did a stock split affect the number of Augusta SpinCo shares reported in this Form 4?

The reported 284,771,350-share figure reflects an adjustment from a stock split. The issuer’s stock split became effective on February 5, 2026, and the Form 4 notes that the share count shown is the adjusted number held by Becton Dickinson after that split.