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BECTON DICKINSON & CO 8-K Report, Corporate Update (Feb 25, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 25, 2026
Period End
February 25, 2026
Security
BDX
In the record · 2016–202610-K1010-Q338-K175

BDX filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 175 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Material agreement8-K · Feb ’21Feb ’21
  3. Material agreement8-K · Mar ’23Mar ’23
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed February 25, 2026. Cited figures are marked; the original filing is the authoritative source.

On February 25, 2026, Becton, Dickinson and Company (BD) reported early results and pricing for its cash tender offers for up to $2.0 billiona of its senior notes and debentures, excluding accrued interest.

The company raised the Aggregate Offer Cap from $1.6 billion to $2.0 billionb and increased the Offer SubCap on its 4.685% Senior Notes due 2044. Holders tendered well above the cap by the February 24, 2026 early tender deadline, so the company accepted securities in priority order and prorated the 3.794% Senior Notes due 2050. Based on the accepted principal amounts and the Total Consideration per $1,000 in Exhibit 99.2, the accepted purchases total roughly $2.0 billion, consistent with the cap.

Payment is scheduled for February 27, 2026, and BD does not expect to accept further tenders after the early tender date. The filing describes a liability management transaction that retires about $2.1 billionc of principal across ten series of notes. Accepted principal is concentrated in the 4.669% Senior Notes due 2047 ($656.0 million), the 4.685% Senior Notes due 2044 ($472.3 million, fully accepted at the upsized SubCap), the 5.081% Senior Notes due 2029 ($444.6 million), and the 3.794% Senior Notes due 2050 ($262.7 million, prorated from $344.7 million tendered).

Several series, including the 3.700% notes due 2027 and the 4.693% notes due 2028, received no acceptances because their priority levels fell below the cap. Each accepted series carries a $30d per $1,000 early tender payment, included in the Total Consideration, and holders also receive accrued interest. The filing does not state how BD is funding the repurchases or whether it issued new debt.

Investors should review the company's liquidity disclosures and any financing filings for those details. The transaction lowers outstanding debt and reduces the company's remaining balance on several higher-coupon and longer-dated issues, but the filing itself does not quantify interest expense savings or the effect on leverage.

02—Key points

Key Highlights

  1. BD raised the Aggregate Offer Cap for its tender offers from $1.6 billion to $2.0 billion (excluding accrued interest) and increased the Offer SubCap on its 4.685% Senior Notes due 2044.
  2. Holders tendered well above the cap by the February 24, 2026 early tender deadline, so BD accepted securities by priority level and prorated the 3.794% Senior Notes due 2050 (about $262.7 million accepted of $344.7 million tendered).
  3. Total accepted principal across all series is approximately $2.12 billion. The largest acceptances are the 4.669% Senior Notes due 2047 ($656.0 million), 4.685% Senior Notes due 2044 ($472.3 million), and 5.081% Senior Notes due 2029 ($444.6 million).
  4. Total Consideration per $1,000 principal ranges from $789.44 (3.794% notes due 2050) to $1,095.99 (6.000% notes due 2039), and includes the $30 early tender payment.
  5. Settlement for early-tendered and accepted securities is scheduled for February 27, 2026. Holders also receive accrued interest up to the settlement date.
  6. Series with lower acceptance priority, including the 3.700% notes due 2027, 4.693% notes due 2028, and 5.110% notes due 2034, received no acceptances because the cap was reached.
  7. The filing does not disclose the funding source for the repurchases or the expected interest savings.

03—Questions

Frequently Asked Questions

  1. How much debt is BD retiring through this tender offer?

    BD accepted about $2.12 billion of principal across ten series of notes. The purchase price, excluding accrued interest, is about $2.0 billion, which matches the Aggregate Offer Cap. Each accepted series was purchased at a Total Consideration set by its fixed spread over a U.S. Treasury benchmark.

  2. Why was the 3.794% Senior Notes due 2050 prorated?

    Holders tendered $344.7 million of the 3.794% notes by the early tender deadline, but the total tendered across all series exceeded the $2.0 billion cap. BD accepted $262.7 million, about 76% of the amount tendered, and returned the rest to holders. Under the offer terms, BD does not expect to accept any tenders after the early tender date.

  3. What is the Total Consideration, and how does the early tender payment factor in?

    Total Consideration is the price per $1,000 principal, set at 10:00 a.m. on February 25, 2026, using each series' fixed spread over a Treasury yield. It includes the $30 early tender payment, and accrued interest is paid on top. Examples include $1,020.51 for the 6.700% notes due 2026 and $789.44 for the 3.794% notes due 2050.

  4. Did BD change the terms of the offer, and why?

    Yes. BD exercised its right to increase the Aggregate Offer Cap from $1.6 billion to $2.0 billion and to increase the Offer SubCap on the 4.685% Senior Notes due 2044 to $472.3 million. The filing does not state the reason for the increase, but it likely reflects strong demand from holders.

  5. What should investors take away from this filing?

    This is a debt reduction and liability management action, not an earnings event. It shows the company's capacity to retire roughly $2 billion of debt at prices below par for many series. The filing does not state how the purchases are funded or quantify the interest savings, so investors should check BD's liquidity disclosures and any related financing announcements.

04—Continue

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