01—Abstract
Summary
Summary of the 8-K filed February 5, 2026. Cited figures are marked; the original filing is the authoritative source.
Becton, Dickinson and Company (BDX) filed an 8-K report detailing the issuance of Series D Junior Participating Redeemable Preferred Stock to certain employee benefit trusts.
This issuance, occurring on February 2, 2026, was conducted in reliance on the Section 4(a)(2) exemption from registration requirements. The primary purpose of this transaction is to ensure these trusts do not receive shares of Augusta SpinCo Corporation common stock in the upcoming distribution, which is a component of the previously announced Reverse Morris Trust transaction with Waters Corporation. The Series D Preferred Stock is redeemable by the Company, at its option, for shares of BDX common stock.
Importantly, if the distribution of SpinCo common stock proceeds as planned, the Series D Preferred Stock will automatically be redeemed for BDX common stock. This action is a strategic maneuver related to the RMT transaction, aiming to manage the distribution of assets and to comply with the terms of the pending combination with Waters Corporation. Investors should note this is an internal restructuring measure rather than a new equity offering to the public.
02—Key points
Key Highlights
- BDX issued 27.5159 shares of Series D Junior Participating Redeemable Preferred Stock to two employee benefit trusts on February 2, 2026.
- The issuance was made under the Section 4(a)(2) exemption from registration, indicating a private placement.
- The primary purpose is to prevent these trusts from receiving shares of Augusta SpinCo Corporation (Augusta SpinCo) in an upcoming distribution.
- Augusta SpinCo is set to combine with Waters Corporation in a Reverse Morris Trust (RMT) transaction.
- The Series D Preferred Stock is redeemable for BDX common stock, at the Company's option.
- If the RMT transaction's SpinCo distribution occurs, the Series D Preferred Stock will automatically be redeemed for BDX common stock.
- This action is a preparatory step for the RMT transaction, managing the allocation of shares for specific entities.
03—Questions
Frequently Asked Questions
Why did BDX issue Series D Preferred Stock?
Becton, Dickinson and Company (BDX) issued Series D Junior Participating Redeemable Preferred Stock to its 1996 Directors' Deferral Plan Trust and its Salary and Bonus Deferral Plan Trust to prevent these trusts from receiving shares of Augusta SpinCo Corporation common stock in the upcoming distribution related to the Reverse Morris Trust transaction with Waters Corporation.
Is this a new public offering of stock?
No, this is not a public offering. The Series D Preferred Stock was issued to specific employee benefit trusts in a private placement, relying on the Section 4(a)(2) exemption from registration requirements under the Securities Act of 1933.
What happens to the Series D Preferred Stock after the Reverse Morris Trust transaction?
The Series D Preferred Stock is redeemable for BDX common stock. If the distribution of Augusta SpinCo shares as part of the Reverse Morris Trust transaction with Waters Corporation is completed, the Series D Preferred Stock will automatically be redeemed by BDX for shares of BDX common stock.
How does this relate to the spin-off of the Biosciences and Diagnostic Solutions business?
This issuance is directly related to the spin-off (Distribution) of Becton Dickinson's Biosciences and Diagnostic Solutions business into Augusta SpinCo Corporation. The Series D Preferred Stock issuance is a mechanism to manage the share distribution in anticipation of Augusta SpinCo's combination with Waters Corporation.
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