BECTON DICKINSON & CO 4
4 · Augusta SpinCo Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Augusta SpinCo — 10% Owner Becton Dickinson Distributes 284.8M Shares
What Happened
Becton Dickinson & Co., reported as a 10% owner of Augusta SpinCo, disposed of 284,771,350 shares on February 9, 2026. The disposition is coded as "J" (other acquisition or disposition) and reflects a pro rata distribution of all held Augusta SpinCo shares to Becton Dickinson’s public stockholders for no consideration pursuant to a Separation Agreement. No dollar price is reported because the shares were distributed, not sold.
Key Details
- Transaction date: February 9, 2026 (reported on Form 4 filed February 11, 2026). The filing appears timely (Form 4 is generally due within two business days).
- Transaction code: J (other acquisition/disposition — distribution).
- Shares disposed: 284,771,350. Price: N/A (distributed for no consideration).
- Shares owned after transaction: 0 (Reporting Person distributed all shares reported).
- Notable footnotes: F1 — reported share count reflects an issuer stock split effective Feb 5, 2026. F2 — distribution was made pro rata to public stockholders under the Separation Agreement dated July 13, 2025 (with Waters Corporation).
Context
This was an institutional distribution related to corporate separation activity, not a personal insider sale or open-market trade. Because the reporting party is a 10% institutional holder, the action reflects a transfer to its shareholders under the separation terms rather than management signaling via buying or selling securities. There was no cash proceeds reported.
Insider Transaction Report
- Other
Common Stock, par value $0.01 per share
[F1][F2]2026-02-09−284,771,350→ 0 total
Footnotes (2)
- [F1]Reflects the adjusted number of shares held by the Reporting Person as a result of the Issuer's stock split that was effective February 5, 2026.
- [F2]The Reporting Person distributed all of the shares of common stock, par value $0.01, of the Issuer reported in Table I above to its public stockholders of record as of February 9, 2026, for no consideration on a pro rata basis pursuant to the Separation Agreement, dated as of July 13, 2025, by and among the Reporting Person, the Issuer and Waters Corporation.