Becton Dickinson CEO Thomas Polen Exercises Options, Sells Shares

What Happened

• Thomas E. Polen Jr., Chairman, CEO & President of Becton Dickinson (BDX), exercised 43,278 stock appreciation rights/options on 2026-08-13 (recognized at a strike basis of $167.25 per share, acquisition value $7,238,246) and then disposed of those shares the same day. He transferred 39,126 shares back to the issuer at $185.00/share (reported as a disposition to the issuer for $7,238,310) and sold 4,152 shares in the open market at $185.00/share (proceeds $768,120). A derivative settlement line for 43,278 shares at $0.00 is also reported consistent with SAR/option settlement.

Key Details

• Transaction date: 2026-08-13 (Form 4 filed 2026-08-14; timely)
• Exercise (code M): 43,278 shares acquired at $167.25 (total basis reported $7,238,246)
• Dispositions: 39,126 shares to issuer at $185.00 ($7,238,310) and 4,152 shares sold open market at $185.00 ($768,120); total sale proceeds ≈ $8,006,430
• Reported under a Rule 10b5‑1 trading plan adopted March 2, 2026 (plan-based trades)
• Footnotes: F1 — award terms adjusted due to combination with Waters Corp.; F2 — the SARs vested in four annual installments beginning Nov 26, 2018
• Shares owned after the transactions: not specified in the provided filing excerpt

Context

• This was effectively a cashless exercise/settlement of stock appreciation rights/options followed by sell-to-cover and an open‑market sale (common to cover tax and exercise costs). Sales under a pre-established 10b5‑1 plan generally indicate planned, not opportunistic, trades; the filing does not itself indicate insider sentiment about the company.