Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt Securities

BD (Becton, Dickinson and Company) announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company (collectively, the Securities and each a series). Up to an Aggregate Offer Cap of $1,600,000,000 Aggregate Purchase Price of the Outstanding Debt Securities Listed. The securities listed include 6.700% Senior Notes due 2026 with CUSIP numbers 075887CE7 (Registered), 075887CD9 (144A), and U0740RAE2 (Reg S), having a principal amount outstanding of $137,032,000, referenced to 4.250% U.S. Treasury Notes due November 30, 2026 (Bloomberg: FIT3), with a fixed spread of +30 basis points and an early tender payment of $30.

7.000% Senior Debentures due 2027 (CUSIP 075887AN9) with $116,054,000 outstanding, priority level 2, referenced to 3.500% U.S. Treasury Notes due January 31, 2028 (FIT1), spread +20 bps, and $30 early tender payment. The 6.700% Senior Debentures due 2028 (CUSIP 075887AQ2) have $112,361,000 outstanding, priority level 3, reference to 3.500% U.S. Treasury Notes due January 31, 2028 (FIT1), spread +35 bps, and $30 payment. The 6.000% Senior Notes due 2039 (CUSIP 075887AV1) have $122,856,000 outstanding, priority level 4, reference to 4.000% U.S. Treasury Notes due November 15, 2035 (FIT1), spread +95 bps, and $30 payment.

The 4.875% Senior Notes due 2044 (CUSIP 075887BM0) total $224,877,000, priority level 5, reference to 4.625% U.S. Treasury Notes due November 15, 2045 (FIT1), spread +80 bps, and $30 payment. The 4.669% Senior Notes due 2047 (CUSIP 075887BX6) have $1.5 billion outstanding with a $1 billion offer subcap, priority level 6, reference to 4.625% U.S. Treasury Notes due November 15, 2045 (FIT1), spread +70 bps, and $30 payment. The 5.000% Senior Notes due 2040 (CUSIP 075887AX7) have $90,878,000 outstanding, priority level 7, reference to 4.000% U.S. Treasury Notes due November 15, 2035 (FIT1), spread +100 bps, and $30 payment.

The 4.685% Senior Notes due 2044 (CUSIP 075887BG3) total $982,883,000 with a $450 million subcap, priority level 8, reference to 4.625% U.S. Treasury Notes due November 15, 2045 (FIT1), spread +60 bps, and $30 payment. The 5.081% Senior Notes due 2029 (CUSIP 075887CU1) have $600 million outstanding, priority level 9, reference to 3.500% U.S. Treasury Notes due January 15, 2029 (FIT1), spread +30 bps, and $30 payment. The 3.794% Senior Notes due 2050 (CUSIP 075887CK3) have $560 million outstanding, priority level 10, reference to 4.625% U.S. Treasury Notes due November 15, 2055 (FIT1), spread +65 bps, and $30 payment.

The 4.874% Senior Notes due 2029 (CUSIP 075887CR8) total $625 million, priority level 11, reference to 3.500% U.S. Treasury Notes due January 15, 2029 (FIT1), spread +30 bps, and $30 payment. The 4.693% Senior Notes due 2028 (CUSIP 075887CQ0) have $800 million outstanding, priority level 12, reference to 3.500% U.S. Treasury Notes due January 31, 2028 (FIT1), spread +20 bps, and $30 payment. The 3.700% Senior Notes due 2027 (CUSIP 075887BW8) total $1,725,018,000, priority level 13, reference to 3.500% U.S. Treasury Notes due January 31, 2028 (FIT1), spread +30 bps, and $30 payment.

The 5.110% Senior Notes due 2034 (CUSIP 075887CS6) have $550 million outstanding, priority level 14, reference to 4.000% U.S. Treasury Notes due November 15, 2035 (FIT1), spread +45 bps, and $30 payment. Finally, the 4.298% Senior Notes due 2032 (CUSIP 075887CP2) total $500 million, priority level 15, reference to 3.750% U.S. Treasury Notes due January 31, 2031 (FIT1), spread +65 bps, and $30 early tender payment. Subject to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), the Company is offering to purchase for cash up to $1,600,000,000 aggregate purchase price, excluding the applicable Accrued Interest (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes due 2044, (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032, in the order of priority set forth in the table above (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table above (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap.

The Company reserves the right, but is under no obligation, to increase or decrease the Aggregate Offer Cap and/or any of the Offer SubCaps at any time, subject to applicable law. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers. The Tender Offers will expire at 5:00 p.m., New York City time, on March 11, 2026, or any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the applicable "Expiration Date"), unless earlier terminated.

Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on February 24, 2026 (such date and time, as it may be extended with respect to a Tender Offer, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as defined below), which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"), plus Accrued Interest. If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration plus Accrued Interest.