The company filed a Certificate of Designation for Series D Junior Participating Redeemable Preferred Stock with the New Jersey Secretary of State on January 30, 2026. The certificate was adopted by resolution of its Board of Directors.

1. 01

   The company filed a Certificate of Designation for Series D Junior Participating Redeemable Preferred Stock with the New Jersey Secretary of State on January 30, 2026. The certificate was adopted by resolution of its Board of Directors.

2. 02

   Becton Dickinson entered into exchange agreements on February 2, 2026 with two trusts under its deferred compensation plans. It issued one share of Series D preferred stock for every 10,000 shares of common stock, for a total of 27.5159 preferred shares, with 1 preferred shares issued to each trust.

3. 03

   The company said the exchange is intended to ensure that the trusts do not receive shares of SpinCo common stock in the distribution. It said the preferred shares will be automatically redeemed for common stock at the redemption rate set out in the certificate once the distribution is completed.

4. 04

   The company said it plans to distribute all outstanding shares of Augusta SpinCo Corporation, which holds its Biosciences and Diagnostic Solutions business. The distribution is tied to a Reverse Morris Trust combination with Waters Corporation.

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Original filing

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