Polen Thomas E Jr 4
4 · BECTON DICKINSON & CO · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
BDX CEO Thomas E. Polen Jr Exercises Options, Sells Shares
What Happened
Thomas E. Polen Jr., Chairman, CEO and President of Becton Dickinson & Co. (BDX), exercised 20,209 derivative awards on June 1, 2026 (cost reported as $126.16 per share, $2,549,567 total). On the same day he disposed of all 20,209 shares: 17,445 were transferred to the issuer at $146.15 ($2,549,587) and 2,764 were sold in the open market at an average price of about $146.35 ($404,511). Total reported sale proceeds were approximately $2.95M. This sequence is typically a cashless exercise followed by sales (exercise = acquisition; the subsequent transfers/sales are dispositions).
Key Details
- Transaction date: 2026-06-01 (Form filed 2026-06-03). No late filing indicated in the provided data.
- Exercise: 20,209 shares at $126.16 (acquisition cost $2,549,567).
- Dispositions: 17,445 shares to issuer at $146.15 ($2,549,587) and 2,764 shares sold open-market at weighted average ~$146.35 ($404,511). Reported sale-price range across trades: $145.21–$147.49 (per footnote).
- Net effect: All 20,209 shares acquired by exercise were disposed the same day (issuer transfer + open-market sale); net cash proceeds from open-market sale ≈ $404.5K, and the issuer transfer roughly offset the exercise cost.
- Shares owned after transaction: not specified in the provided excerpt.
- Notable footnotes: weighted-average sale price range (F1); adjustments to reported holdings and award terms related to the Waters Corp. combination (F2, F3); past vesting schedule for stock appreciation rights (F4).
- Plan/authority: Transactions reported as made pursuant to a Rule 10b5-1 trading plan adopted March 2, 2026.
Context
- This was an exercise of derivative awards (code M) immediately followed by dispositions. That pattern is commonly a cashless exercise where some shares are surrendered to the company (or withheld) to cover exercise cost/taxes and remaining shares are sold.
- Sales under a 10b5-1 plan indicate preplanned transactions, which are routine for executives and do not alone indicate a change in sentiment about the company.
- For retail investors, purchases are more informative as bullish signals; this filing reflects an exercise+sale, not a fresh open-market purchase.
Insider Transaction Report
Form 4
Polen Thomas E Jr
DirectorChairman, CEO and President
Transactions
- Exercise/Conversion
Common Stock
2026-06-01$126.16/sh+20,209$2,549,567→ 125,680 total - Disposition to Issuer
Common Stock
2026-06-01$146.15/sh−17,445$2,549,587→ 108,235 total - Sale
Common Stock
[F1][F2]2026-06-01$146.35/sh−2,764$404,511→ 110,163 total - Exercise/Conversion
Stock Appreciation Rights
[F3][F4]2026-06-01−20,209→ 0 totalExercise: $126.16From: 2017-11-26Exp: 2026-11-26→ Common Stock (20,209 underlying)
Footnotes (4)
- [F1]The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $145.21 through $147.49. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.
- [F2]Direct holdings reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp. to the number of shares underlying previously reported and unvested time-vested restricted stock units held by the reporting person.
- [F3]Award terms reflect adjustments made in connection with the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp.
- [F4]The stock appreciation rights vested in four annual installments beginning November 26, 2017.
Signature
Donna Kalazdy, by power of attorney from Thomas E. Polen, Jr.|2026-06-03