075887208

• GAAP diluted EPS from continuing operations was $1.64; adjusted diluted EPS was $3.23, up 4.9% as reported and 3.9% on a currency-neutral basis.
• Year-to-date cash from continuing operations increased 33.3% to $2.1 billion; free cash flow increased 44.6% to $1.7 billion.
• Company updates full-year fiscal 2026 guidance: expects revenue growth toward the high end of its range and raises adjusted diluted EPS midpoint to $12.62–$12.72 (from $12.52–$12.72).
• Results reflect continuing operations after the February 9, 2026 spin-off of the Biosciences and Diagnostic Solutions business (combined with Waters Corporation).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Garrison will remain in his role through the end of the fiscal year to support a smooth transition.
• A comprehensive search is underway to identify the next President of the Medical Essentials segment.
• The BioPharma Systems segment will now report directly to Thomas E. Polen, Chairman, CEO and President of BD.
• BD issued a press release on July 22, 2026, disclosing these changes.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• After completing additional assessments and initiating final release testing, BD has resumed shipment of ChloraPrep in the U.S. to ensure continuity of patient care.
• All additional final release testing performed to date has been acceptable, and there have been no patient safety signals.
• The ship hold was implemented in response to an FDA Warning Letter for the El Paso manufacturing facility.
• The disclosure was made under Item 7.01 Regulation FD Disclosure.

7.01 Regulation FD Disclosure

• The notes are fully and unconditionally guaranteed on a senior unsecured basis by Becton, Dickinson and Company (BD).
• Net proceeds, together with cash on hand, will be used to repay the entire outstanding principal of Becton Finance's 1.208% Notes due June 4, 2026, plus accrued interest, fees, and expenses; any remainder for general corporate purposes.
• The notes are redeemable at Becton Finance's option prior to February 20, 2033 at a make-whole redemption price (comparable government bond rate plus 15 basis points), and at par plus accrued interest on or after that date.
• A Change of Control Triggering Event would require Becton Finance to offer to repurchase the notes at 101% of principal plus accrued interest.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The offering consists of €600,000,000 aggregate principal amount of 3.855% Notes due 2033, fully and unconditionally guaranteed by BD on a senior unsecured basis.
• Net proceeds, with cash on hand, will repay the entire outstanding 1.208% Euro Notes due June 4, 2026, plus accrued interest, fees, and expenses.
• The offering is expected to close on or about May 20, 2026, subject to customary closing conditions.
• The underwriting agreement is filed as Exhibit 1.1 to this Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS from continuing operations was $(0.13), while adjusted diluted EPS was $2.90.
• The company executed a $2.0 billion accelerated share repurchase program and retired $2.1 billion of debt during the quarter.
• Full-year fiscal 2026 adjusted diluted EPS guidance was raised to $12.52-$12.72, while revenue growth guidance was reaffirmed.
• The spin-off of the Biosciences and Diagnostic Solutions business was completed on February 9, 2026, with results reflected as discontinued operations.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 28, 2026, the Board of Directors of Becton, Dickinson and Company approved an amendment and restatement of the Company's By-laws.
• The amendments also include technical, conforming, and clarifying revisions.
• The full text of the amended By-laws is filed as Exhibit 3.1 to the 8-K.
• The report was filed under Item 5.03 because it relates to amendments to the Company's By-laws.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Byrd will remain in his role through June 2026, and BD intends to name a successor prior to his retirement date.
• Byrd has held the Interventional segment president role since September 2022 and has been with BD for nearly 25 years.
• BD issued a press release on April 9, 2026, disclosing the retirement, which is furnished under Item 7.01 as Exhibit 99.1.
• No compensatory arrangements or additional terms related to Byrd's retirement were disclosed in the filing.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits