Polen Thomas E Jr 4

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.