Business Context and Reporting Period
This Form 8-K was filed by Becton, Dickinson and Company (BDX) on January 30, 2026, with a signature date of February 5, 2026. The filing addresses corporate actions related to the anticipated distribution of Augusta SpinCo Corporation (holding BD's Biosciences and Diagnostic Solutions business) in connection with a Reverse Morris Trust transaction with Waters Corporation.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on a specific equity transaction.
- Transaction Type: Unregistered sale of equity securities (Item 3.02) and amendment to Articles of Incorporation (Item 5.03).
- Securities Issued: Series D Junior Participating Redeemable Preferred Stock.
- Quantity Issued: 27.5159 Preferred Shares.
- Exchange Ratio: 1 Preferred Share for every 10,000 shares of Company Common Stock held by specific deferral plan trusts.
Material Changes
The primary material change is the creation and issuance of Series D Preferred Stock to ensure that the Becton, Dickinson and Company 1996 Directors' Deferral Plan and the Salary and Bonus Deferral Plan Trust do not receive shares of SpinCo Common Stock in the upcoming Distribution. This exchange was executed on February 2, 2026, following the filing of the Certificate of Designation on January 30, 2026.
Outlook, Risks, and Unusual Items
Management Commentary and Transaction Mechanics: The Preferred Shares are redeemable at the Company's option for Company Common Stock. If the Distribution of SpinCo Common Stock is completed pursuant to the Reverse Morris Trust Transaction, the Preferred Shares will automatically be redeemed for Company Common Stock at the rate set forth in the Certificate of Designation.
Risks and Contingencies: The filing relies on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The transaction is contingent upon the consummation of the Distribution and the RMT Transaction with Waters Corporation.
Investor Verification Checklist
- Verify the terms of the Certificate of Designation (Exhibit 3.1) regarding the redemption rate and specific rights of the Series D Preferred Stock.
- Confirm the status of the Reverse Morris Trust Transaction between Augusta SpinCo Corporation and Waters Corporation.
- Review the impact of the Distribution on the Company's capital structure and the specific deferral plan trusts involved.
- Note that this filing does not provide updated financial performance data; refer to the most recent 10-K or 10-Q for revenue and earnings metrics.