Every material Form 8-K Becton Dickinson has filed with the SEC since July 14, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Becton, Dickinson and Company announced fourth-quarter fiscal 2026 revenue of $5.3 billion, representing a 5.4% increase as reported compared to the prior-year period. Full-year fiscal 2026 revenue reached $19.5 billion, while the company issued fiscal 2027 guidance projecting GAAP and currency-neutral revenue growth in the low single-digits alongside adjusted diluted EPS of $13.10 to $13.30.
Q4 revenue grew 5.4% as reported to $5.3 billion, with currency-neutral growth of 5.6%.
Q4 GAAP diluted EPS was $2.52 and adjusted diluted EPS was $4.15.
Full-year fiscal 2026 cash from continuing operations increased 30.0% to $3.6 billion and free cash flow rose 42.5% to $2.9 billion.
Fiscal 2027 guidance projects adjusted diluted EPS between $13.10 and $13.30.
BD reported third-quarter fiscal 2026 revenue of $5.0 billion, up 5.4% as reported and 4.4% on a currency-neutral basis, with adjusted diluted EPS from continuing operations of $3.23, up 4.9%. The company raised the midpoint of its full-year adjusted diluted EPS guidance to $12.62 to $12.72 from $12.52 to $12.72 and expects revenue growth toward the high end of its range. Total GAAP diluted EPS fell to $1.37 from $2.00 because of a $74 million loss from discontinued operations.
Q3 revenue of $4,983 million, up 5.4% as reported from $4,726 million a year earlier
Adjusted diluted EPS from continuing operations of $3.23 versus $3.08; GAAP continuing-operations EPS of $1.64 versus $1.57
Total GAAP diluted EPS of $1.37 versus $2.00, including a $74 million loss from discontinued operations
Fiscal 2026 adjusted diluted EPS guidance updated to $12.62 to $12.72 from $12.52 to $12.72
BD said Executive Vice President Michael Garrison, president of the Medical Essentials and BioPharma Systems segments, will retire after more than 20 years with the company. BD is searching for his successor as president of Medical Essentials, and BioPharma Systems will report directly to CEO Tom Polen to streamline the operating model.
Garrison informed BD of his retirement intention on July 19, 2026, and the press release gives an effective date of Oct. 2.
The filing says Garrison will stay in his role through the end of the fiscal year to support a smooth transition.
A comprehensive search is underway for the next president of Medical Essentials.
BioPharma Systems will report directly to Chairman, CEO and President Thomas E. Polen.
On May 20, 2026, Becton Dickinson's indirect subsidiary Becton Dickinson Euro Finance issued €600 million of 3.855% notes due 2033 in an underwritten public offering, guaranteed by BD. BD said it expects to use the proceeds, with cash on hand, to repay the entire outstanding 1.208% notes due June 4, 2026, with any remainder for general corporate purposes. The filing adds new debt but largely replaces a maturing obligation, so the effect on shareholders is mainly a change in the debt schedule rather than a new use of cash.
Issued €600 million aggregate principal of 3.855% notes due 2033 on May 20, 2026
Notes are fully and unconditionally guaranteed on a senior unsecured basis by BD
Proceeds, with cash on hand, expected to repay the 1.208% notes due June 4, 2026
Issuer may redeem before February 20, 2033 at the greater of par or a make-whole price plus 15 basis points
Becton, Dickinson and Company reported fiscal second-quarter 2026 revenue of $4.7 billion, up 5.2% as reported and 2.6% currency-neutral, with adjusted diluted EPS of $2.90 versus $2.79 a year earlier. GAAP results were a loss, driven by $533 million of integration, restructuring and transaction expense and a $274 million loss from discontinued operations, and the company raised its full-year adjusted EPS guidance to $12.52 to $12.72 from $12.35 to $12.65.
Q2 revenue of $4.7 billion rose 5.2% as reported and 2.6% on a currency-neutral basis.
GAAP diluted loss per share from continuing operations was $(0.13), compared with $0.55 a year earlier; net loss was $311 million.
Adjusted diluted EPS was $2.90 versus $2.79; full-year adjusted EPS guidance raised to $12.52 to $12.72.
Company reaffirmed low single-digit revenue growth guidance and executed a $2.0 billion accelerated share repurchase in the quarter.
BD said Executive Vice President and Interventional segment President Richard (Rick) Byrd informed the company on April 6, 2026 of his intent to retire. Byrd will stay in the role through June, and BD plans to name a successor before his retirement date.
Byrd informed BD of his retirement intention on April 6, 2026.
Byrd has held the Interventional segment president role since September 2022 and has been with BD nearly 25 years.
Byrd will remain in his role through June, and BD intends to name a successor before his retirement date.
BD furnished recast historical financials, with its former Biosciences and Diagnostic Solutions business shown as discontinued operations following its February 9, 2026 combination with Waters Corporation. For the quarter ended December 31, 2025, revenue rose to $4,486 million from $4,333 million, and GAAP diluted EPS was $1.34 versus $1.04, but adjusted diluted EPS from continuing operations fell to $2.50 from $2.78.
Revenue for the three months ended December 31, 2025 was $4,486 million, up from $4,333 million a year earlier.
GAAP diluted EPS was $1.34, compared with $1.04; diluted EPS from continuing operations was $1.09, compared with $0.50.
Adjusted diluted EPS from continuing operations was $2.50, down from $2.78; adjusted operating income was $978 million versus $1,005 million.
BD completed the spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation, and received $4 billion of cash from the transaction. BD plans to use $2 billion for an accelerated share repurchase and $2 billion for debt repayment, subject to market conditions, and BD shareholders will own 39.2% of the combined company on a fully diluted basis.
Transaction closed February 9, 2026; BD shareholders receive about 0.135 shares of Waters common stock per BD share held at the February 5, 2026 record date.
BD received $4 billion of cash and BD shareholders own 39.2% of the combined company on a fully diluted basis.
The transaction valued the business at $18.8 billion, based on Waters' February 6, 2026 closing price.
BD expects to use $2 billion for an accelerated share repurchase and $2 billion for debt repayment; claire M. Fraser left the BD board and joined the Waters board.
BD reported fiscal first-quarter revenue of $5.3 billion, up 1.6% as reported, and GAAP diluted EPS of $1.34, up from $1.04 a year earlier. Adjusted diluted EPS fell 15.2% to $2.91 from $3.43, so the headline measures moved in different directions. The company said its combination with Waters Corporation of the Biosciences and Diagnostic Solutions business is expected to close on the same day, and it gave New BD fiscal 2026 adjusted diluted EPS guidance of $12.35 to $12.65.
Revenue was $5,252 million, up 1.6% as reported and 0.4% on a currency-neutral basis; New BD revenue rose 2.5% on that basis.
Adjusted diluted EPS was $2.91, down from $3.43 (down 15.2%); GAAP diluted EPS was $1.34, up from $1.04.
The Biosciences and Diagnostic Solutions combination with Waters Corporation was expected to close February 9, 2026.
Fiscal 2026 New BD adjusted diluted EPS guidance is $12.35 to $12.65; revenue growth guidance is low single-digit and unchanged.
Becton Dickinson's board adopted an executive severance plan effective January 27, 2026, covering named executive officers and other eligible managers whose employment is terminated without cause. At its January 27, 2026 annual meeting, shareholders approved adding 3,935,000 shares to the 2004 equity-based compensation plan and approved all board nominees and the other proposals.
Severance plan: CEO receives 1.5x base salary and target bonus in a lump sum; Executive Leadership Team members receive 1.0x; Business Unit Presidents and other eligible participants receive 1.0x base salary.
Equity plan: shareholders approved an increase of 3,935,000 shares available for awards under the 2004 Plan.
Proposal 4 vote: 232,072,981 for, 8,310,708 against, 1,170,610 abstentions.
Ernst & Young ratified as independent auditor for fiscal 2026 with 240,467,316 votes for and 16,959,702 against.
Becton, Dickinson and Company elected two new independent directors, Robert L. Huffines and Jacqueline Wright, effective December 1, 2025, expanding the Board from twelve to fourteen members. The filing is an administrative board change with no reported effect on financial results, and it states the directors will receive prorated restricted stock unit grants.
Robert L. Huffines and Jacqueline Wright elected to the Board on November 17, 2025, effective December 1, 2025
Board size expands from twelve to fourteen members
Wright joins the Audit and Compensation and Human Capital Committees; Huffines joins the Audit and Corporate Governance and Nominating Committees
Both directors receive prorated restricted stock unit grants through the 2026 Annual Meeting of Shareholders; grant details to be disclosed by amendment
BD reported fiscal fourth-quarter 2025 revenue of $5.9 billion, up 8.3% as reported, and full-year fiscal 2025 revenue of $21.8 billion, up 8.2%. The company also gave fiscal 2026 guidance of adjusted diluted EPS of $14.75 to $15.05 and low single-digit revenue growth on a currency-neutral basis.
Q4 GAAP diluted EPS was $1.72, up 24.6% from $1.38; adjusted diluted EPS was $3.96, up 3.9%
FY25 GAAP diluted EPS was $5.82, down 0.7%; adjusted diluted EPS was $14.40, up 9.6%
FY26 guidance: adjusted diluted EPS of $14.75 to $15.05; GAAP revenue growth described as low single-digit plus
BD returned $2.2 billion to shareholders in FY25 through dividends and share repurchases
BD said its chief financial officer, Chris DelOrefice, will depart effective Dec. 5, 2025, to pursue a new professional opportunity, and Vitor Roque will serve as interim CFO while the company searches for a permanent successor. BD also reported preliminary unaudited fourth-quarter revenue of approximately $5.9 billion and full-year fiscal 2025 revenue of approximately $21.8 billion, both up on a reported basis, and said full-year adjusted diluted EPS is expected to be at or above the midpoint of its previous guidance.
Fourth-quarter preliminary revenue of approximately $5.9 billion, up approximately 8.3% reported and 3.9% organic
Full-year fiscal 2025 preliminary revenue of approximately $21.8 billion, up approximately 8.2% reported and 2.9% organic
Full-year adjusted diluted EPS expected at or above the midpoint of previously issued guidance
DelOrefice departs effective Dec. 5, 2025; Vitor Roque named interim CFO; earnings webcast set for Nov. 6, 2025
Becton, Dickinson and Company entered a third amended and restated senior unsecured revolving credit agreement with Citibank as administrative agent, replacing its prior January 2023 facility. The facility provides $2.75 billion of financing and can be increased by up to $500 million, to a maximum of $3.25 billion, subject to lender commitments. The filing sets out a leverage ratio covenant and says the company guarantees obligations of other borrowers.
Facility provides $2.75 billion; accordion option allows up to $3.25 billion aggregate commitment
Expires in September 2030, with possible extensions of up to two one-year periods
Covenant requires a Leverage Ratio of no more than 4.25:1.00, or 4.75:1.00 for five quarters after a material acquisition
Agreement dated September 16, 2025; BD Euro Finance S.à r.l. is authorized as a borrower
BD reported third-quarter fiscal 2025 revenue of $5.5 billion, up 10.4% as reported and 3.0% on an organic basis, with GAAP diluted EPS of $2.00 versus $1.68 a year earlier. The company raised its full-year adjusted diluted EPS guidance to $14.30 to $14.45 from $14.06 to $14.34 and reaffirmed its organic revenue growth outlook of 3.0% to 3.5%.
Q3 fiscal 2025 revenue of $5.5 billion, up 10.4% as reported; GAAP diluted EPS $2.00 vs. $1.68; adjusted diluted EPS $3.68 vs. $3.50
GAAP net income of $574 million vs. $487 million in the prior-year quarter
Full-year adjusted diluted EPS guidance raised to $14.30 to $14.45; organic revenue growth guidance reaffirmed at 3.0% to 3.5%
Nine-month GAAP net income fell 9.2% to $1.185 billion; a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters Corporation was announced in July
Becton, Dickinson and Company agreed on July 13, 2025 to combine its Biosciences and Diagnostic Solutions business with Waters Corporation through a spin-off and merger. BD expects to receive about $4 billion in cash, and its shareholders would own 39.2% of Waters after the deal, which both boards have unanimously approved.
BD receives approximately $4 billion in cash from SpinCo before the spin-off, subject to adjustments for cash, working capital and indebtedness.
BD shareholders would own 39.2% of the outstanding Waters common stock after the merger; existing Waters holders would own 60.8%.
Waters must pay BD a $733 million termination fee if the merger agreement is terminated under certain circumstances.
The merger must close by July 13, 2026, subject to extension tied to pending regulatory approvals, and requires Waters shareholder approval and antitrust clearance.
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