Becton, Dickinson and Company (BDX) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

All are Form 8-K earnings releases (Exhibit 99.1) with condensed consolidated income statements, balance sheets and statements of cash flows, plus non-GAAP reconciliations, unless noted.

• Form 8-K filed August 6, 2026, accession 0001628280-26-053790: third quarter and nine months ended June 30, 2026, continuing-operations basis, with prior periods recast. Income statements, balance sheet and cash flow statement.
• Form 8-K filed May 7, 2026, accession 0001628280-26-031638: second quarter and six months ended March 31, 2026, continuing-operations basis. Income statements, balance sheet and cash flow statement.
• Form 8-K filed April 2, 2026, accession 0001628280-26-023185: recast historical income statements (quarters of fiscal 2025, the three months ended December 31, 2025, and fiscal years 2025 and 2024) with the former Biosciences and Diagnostic Solutions business shown as discontinued operations, together with non-GAAP reconciliations. Income statements only; no balance sheet or cash flow statement.
• Form 8-K filed February 9, 2026, accession 0001628280-26-006182: first quarter ended December 31, 2025. This release still includes the Biosciences and Diagnostic Solutions business in the figures. Income statement, balance sheet and cash flow statement.
• Form 8-K filed November 6, 2025, accession 0001628280-25-049835: fourth quarter and full fiscal year 2025 ended September 30, 2025, including the Biosciences and Diagnostic Solutions business. Income statements, balance sheet and cash flow statement.

Earnings and guidance

• October 15, 2025 (0001628280-25-045106). BD pre-announced fiscal 2025 fourth-quarter revenue of about $5.9 billion (up about 8.3% reported, 3.9% organic) and full-year revenue of about $21.8 billion (up about 8.2% reported, 2.9% organic), and said full-year adjusted diluted EPS would be at or above the midpoint of prior guidance. The same filing announced the CFO transition (see Management).
• November 6, 2025 (0001628280-25-049835). Fourth-quarter fiscal 2025 revenue $5,890 million (up 8.3%); GAAP diluted EPS $1.72 and adjusted $3.96. Full-year revenue $21.8 billion; GAAP EPS $5.82 (down 0.7%); adjusted EPS $14.40 (up 9.6%). BD issued fiscal 2026 guidance of low single-digit plus GAAP revenue growth, low single-digit currency-neutral growth and adjusted diluted EPS of $14.75 to $15.05 (pre-spin basis, including the Biosciences and Diagnostic Solutions business). It said it expected to close the Waters combination around the end of the first calendar quarter of 2026.
• February 9, 2026 (0001628280-26-006182). First-quarter fiscal 2026 revenue $5,252 million (up 1.6% reported, 0.4% currency-neutral); GAAP diluted EPS $1.34 and adjusted $2.91 (down 15.2% from $3.43). BD affirmed revenue growth guidance and gave New BD adjusted diluted EPS guidance of $12.35 to $12.65.
• April 2, 2026 (0001628280-26-023185). BD furnished recast historical financial information presenting the former Biosciences and Diagnostic Solutions business as discontinued operations. Recast revenue was $18,544 million for fiscal 2025 (from $16,820 million in fiscal 2024) and $4,486 million for the three months ended December 31, 2025.
• May 7, 2026 (0001628280-26-031638). Second-quarter revenue $4,714 million (up 5.2% reported, 2.6% currency-neutral). GAAP diluted EPS from continuing operations was $(0.13) versus $0.55; adjusted was $2.90 versus $2.79. The GAAP result reflected $450 million of non-cash asset impairment charges recorded as restructuring costs, partly offset by a $122 million pre-tax net gain on the early extinguishment of debt. BD raised adjusted diluted EPS guidance to $12.52 to $12.72 (prior $12.35 to $12.65) and reaffirmed revenue growth guidance. It reported a $2.0 billion accelerated share repurchase and $2.1 billion of debt retired in the quarter.
• August 6, 2026 (0001628280-26-053790). Third-quarter revenue $4,983 million (up 5.4% reported, 4.4% currency-neutral) versus $4,726 million; GAAP diluted EPS from continuing operations $1.64 versus $1.57; adjusted $3.23 versus $3.08. Year-to-date cash from continuing operations rose 33.3% to $2.1 billion and free cash flow rose 44.6% to $1.7 billion. BD raised the midpoint of adjusted diluted EPS guidance to $12.62 to $12.72 (prior $12.52 to $12.72) and said it expects revenue growth toward the high end of its low single-digit currency-neutral range. GAAP revenue growth guidance remained low single-digit plus.

Separation of Biosciences and Diagnostic Solutions and combination with Waters (closed)

• February 9, 2026 (0001193125-26-042827). BD reported that the transactions closed on February 9, 2026: the spin-off of its Biosciences and Diagnostic Solutions business and its combination with Waters Corporation under the merger and separation agreements dated July 13, 2025, structured as a Reverse Morris Trust. BD shareholders of record on February 5, 2026 received approximately 0.135 Waters shares per BD share, with cash in lieu of fractions, and held about 39.2% of the combined company on a fully diluted basis. BD received a $4 billion cash distribution (received February 6, 2026), and the release valued the business at $18.8 billion based on Waters' February 6 closing price. BD entered into a tax matters agreement and related agreements with Waters at closing. Director Claire M. Fraser resigned from BD's board to join Waters' board, reducing BD's board to twelve. BD said it expected to use $2 billion of the proceeds for accelerated share repurchases and $2 billion for debt repayment.
• February 5, 2026 (0001193125-26-039448). Ahead of the distribution, BD filed a certificate of designation for Series D Junior Participating Redeemable Preferred Stock and issued 27.5159 preferred shares to two deferred compensation trusts in exchange for BD common stock they held, so the trusts would not receive spin-off shares; the preferred shares are redeemed for common stock when the distribution is completed.
• January 6, 2026 (0001193125-26-004659). BD disclosed a 401(k) plan blackout on the BD Common Stock Fund around the closing, to add Waters Common Stock Fund interests to participant accounts.
• February 5, 2026 (0001628280-26-005793). BD described its reorganization, effective October 1, 2025, into five segments: Medical Essentials, Connected Care, BioPharma Systems, Interventional and Life Sciences. With the Waters closing, the Life Sciences segment was eliminated, leaving four segments (per the later May and August releases).

Capital actions

• Accelerated share repurchases. The February 9, 2026 closing filing and the May 7, 2026 release (0001193125-26-042827; 0001628280-26-031638) describe the planned and executed $2.0 billion accelerated share repurchase program funded from the cash distribution.
• Debt tender offers. On February 10, 2026 BD commenced cash tender offers for up to $1.6 billion aggregate purchase price of fifteen series of its senior notes and debentures (0001140361-26-004601). On February 25, 2026 it announced early tender results, increased the aggregate cap to $2.0 billion and the 4.685% Notes sub-cap, and priced the offers; the 3.794% Senior Notes due 2050 were accepted on a prorated basis and the offers were fully subscribed at the early tender date (0001140361-26-006794). BD's second-quarter release reports $2.1 billion of debt retired in the quarter.
• Euro notes. On May 11, 2026 BD and its Luxembourg finance subsidiary Becton Dickinson Euro Finance S.a r.l. agreed to sell EUR 600 million of 3.855% Notes due 2033, guaranteed by BD (0001140361-26-020828). The offering closed May 20, 2026 (0001140361-26-022270); proceeds, with cash on hand, were to repay the 1.208% Euro Notes due June 4, 2026, with any remainder for general corporate purposes.

Product quality and regulatory

• May 29, 2026 (0001628280-26-039005). BD said it had resumed U.S. shipments of ChloraPrep after placing ChloraPrep and PurPrep on a voluntary ship hold on May 6, 2026 for additional final release testing, and that testing to date had been acceptable. The filing ties the hold to the FDA warning letter for the El Paso manufacturing facility. The warning letter itself was dated April 30, 2026; it is described in BD's quarterly report for the period ended March 31, 2026 and again in the report for June 30, 2026.

Management and board

• CFO. October 15, 2025 (0001628280-25-045106): Chief Financial Officer Christopher DelOrefice announced his resignation effective December 5, 2025; Vitor Roque became interim CFO. May 7, 2026 (amended report 0001628280-26-031642): the board appointed Mr. Roque executive vice president and chief financial officer, effective May 7, 2026, at a $770,000 base salary with a 95% target bonus.
• Segment presidents. April 9, 2026 (0001628280-26-024472): Richard Byrd, president of the Interventional segment, announced his retirement, remaining in role through June. July 22, 2026 (0001628280-26-049103): Michael Garrison, president of Medical Essentials and BioPharma Systems, announced his retirement effective October 2, 2026, remaining in role through the end of the fiscal year; a search for the next Medical Essentials president is underway and BioPharma Systems will report directly to the CEO.
• Board. November 17, 2025 (0001628280-25-052625, with amendment 0001628280-25-054447): Robert Huffines and Jacqueline Wright were elected directors effective December 1, 2025, expanding the board from twelve to fourteen. Thirteen directors were elected at the January 27, 2026 annual meeting (0001628280-26-004393); the February 9, 2026 resignation of Dr. Fraser (above) reduced the board to twelve.
• January 30, 2026 (0001628280-26-004393). Following the January 27, 2026 annual meeting, BD reported shareholder vote results, adopted an Executive Severance Plan, and approved an amended and restated 2004 Employee and Director Equity-Based Compensation Plan.
• April 29, 2026 (0000010795-26-000012). The board approved amended and restated by-laws (advance-notice timing for contested elections and technical changes).

Not found in the filings reviewed

• The May 29, 2026 filing refers to the ship hold as previously disclosed, but no earlier Form 8-K in the period covers the El Paso warning letter or the May 6, 2026 ship hold.
• No Form 8-K in the period announces an acquisition or divestiture other than the Waters transaction. The Q3 fiscal 2026 10-Q (0000010795-26-000035) records goodwill "relative to a certain acquisition in the third quarter of fiscal year 2026, which was not material"; the acquisition is not named.