Thomas E. Polen Jr., Chairman, CEO and President of Becton Dickinson & Co, filed a Form 4 on November 9, 2026, disclosing a series of transactions in company common stock executed on November 5, 2026, under a Rule 10b5-1 plan.

Key Highlights

  • SAR exercise: Polen exercised 20,239 stock appreciation rights (transaction code M) with a conversion price of $178.94, acquiring 20,239 shares of common stock.
  • Disposition via code D: 17,246 shares were disposed of at $210 per share on November 5, 2026.
  • Open-market sale: An additional 2,993 shares were sold (transaction code S) at $210 per share on the same date.
  • Remaining holdings: Following all reported transactions, Polen directly owned 110,163 shares of common stock.
  • 10b5-1 plan: The filing states all reported transactions were made pursuant to a Rule 10b5-1 plan adopted by Polen on March 2, 2026.
  • SAR adjustment note: Award terms reflect adjustments made in connection with the embecta spinoff and the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp., according to the filing.

Polen's November 5 Transactions in Becton Dickinson Common Stock

According to the Form 4 filed with the SEC on November 9, 2026, Thomas E. Polen Jr., who serves as Chairman, CEO and President of Becton Dickinson & Co (NYSE:BDX), reported three separate transactions in company common stock on November 5, 2026. All transactions are attributed by the filing to a Rule 10b5-1 plan that Polen adopted on March 2, 2026. The form was signed by Donna Kalazdy, acting by power of attorney from Thomas E. Polen, Jr.

The first transaction (code M) involved the exercise of 20,239 stock appreciation rights at a conversion price of $178.94, resulting in the acquisition of 20,239 shares of common stock and bringing Polen's directly held position to 130,402 shares. Those rights, the filing notes, vest in four annual installments beginning November 26, 2019, and had an expiration date of November 26, 2028. Following the exercise, the filing records a disposal of 17,246 shares at $210 per share (transaction code D), reducing his holding to 113,156 shares.

A subsequent open-market sale (code S) of 2,993 shares at $210 per share further reduced his directly held position to 110,163 shares, which is the amount of securities beneficially owned following all reported transactions. The filing indicates that the SAR award terms reflect adjustments made in connection with the embecta spinoff and the combination of the Biosciences and Diagnostic Solutions businesses with Waters Corp. No indirect holdings were reported in connection with these transactions.

What Was Disclosed

The Form 4 discloses that Polen exercised 20,239 stock appreciation rights and subsequently disposed of a total of 20,239 shares on November 5, 2026, via two separate transaction codes, leaving him with a direct beneficial ownership of 110,163 common shares, all under a pre-established 10b5-1 plan.