BECTON DICKINSON & CO 8-K

What Happened
Becton, Dickinson & Co. (BDX) announced on Feb. 9, 2026 that it completed the previously disclosed Transactions with Waters Corporation and Augusta SpinCo, and entered into four post‑closing agreements governing taxes, employee matters, intellectual property and transition services. BDX received a $4.0 billion cash distribution from SpinCo on Feb. 6, 2026 and said it expects to use $2.0 billion for share repurchases (via an accelerated share repurchase program) and $2.0 billion for debt repayments, to be executed in the near term subject to market conditions. In connection with the closing, director Claire M. Fraser, Ph.D., resigned from BDX’s board and joined the Waters board; BDX’s board size was reduced to 12 directors.

Key Details

• Cash distribution: $4.0 billion received on Feb. 6, 2026; planned use — $2.0B for accelerated share repurchases and $2.0B for debt repayment.
• Post‑closing agreements: Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, and Transition Services Agreement were signed on Feb. 9, 2026.
• Transition services: BDX will provide HR, sales & marketing, finance, IT and other services to SpinCo for a transitional period ranging from 3 months up to 24 months.
• IP license: BDX and Waters granted each other worldwide, fully paid, royalty‑free licenses for IP used in each business; BDX granted Waters an exclusive, fully paid license to three patent families related to R&D‑stage metered biological‑fluid collection devices.
• Board change: Claire M. Fraser resigned from BDX’s board effective at closing and was appointed to Waters’s board; BDX’s board now has 12 directors.

Why It Matters
This filing confirms the closing of the divestiture/merger transactions and the operational steps to separate the businesses. The $4B cash distribution provides immediate capital for buybacks and debt reduction—actions that can affect share count, earnings per share and balance‑sheet leverage. The transition services and employee/IP arrangements are intended to preserve business continuity for the separated Biosciences and Diagnostics Solutions business and allocate future tax, benefit and IP responsibilities between the companies. Investors should note the near‑term capital deployment plan and monitor related announcements for timing and details of the repurchase program and debt paydowns.