BECTON DICKINSON & CO 4

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.