BECTON DICKINSON & CO 8-K

What Happened
Becton Dickinson & Co (BDX) filed a Form 8-K on February 5, 2026 reporting the issuance of Series D Junior Participating Redeemable Preferred Stock (the "Preferred Shares") and filing a Certificate of Designation for that series. The company said the Preferred Shares were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933. The Certificate of Designation for the Series D shares is included as an exhibit to the filing.

Key Details

• Item 3.02: Unregistered sales of equity securities — Preferred Shares were issued relying on Section 4(a)(2) exemption.
• Item 5.03: Amendments to articles/bylaws — Certificate of Designation for Series D Junior Participating Redeemable Preferred Stock was filed (Exhibit 3.1).
• Filing date: Form 8-K submitted on February 5, 2026.
• Exhibit included: 3.1 — Certificate of Designation for the Series D preferred stock.

Why It Matters
The creation and issuance of a new series of preferred stock changes BDX’s capital structure and establishes a class of securities with specific rights and priorities relative to common stock (such as dividend, liquidation, or redemption terms as set out in the Certificate of Designation). For investors, this can affect claims on cash flows and assets and may signal financing or strategic structuring activity by the company. Review the Certificate of Designation (Exhibit 3.1) for the exact economic and voting terms.