Item 8.01 Other Events.

As previously announced, on April 1, 2022, Becton, Dickinson and Company (the "Company") completed its spinoff (the "Spin-off Transaction") of Embecta Corp.

In connection with the Spin-Off Transaction, the fixed conversion rates and certain other terms of the Company's 6.00% Mandatory Convertible Preferred Stock, Series B (the "Series B Preferred Stock") were adjusted pursuant to the terms of the Series B Preferred Stock and the Certificate of Amendment to the Company's Restated Certificate of Incorporation, filed with the New Jersey Secretary of State and effective May 21, 2020 (the "Certificate of Amendment"). Ownership of the Series B Preferred Stock is held in the form of depositary shares, each representing a 1/20th interest in a share of Series B Preferred Stock. With respect to the Series B Preferred Stock, (i) the adjusted Minimum Conversion Rate is 3.5572 shares of Common Stock per share of Series B Preferred Stock, or 0.1779 shares of Common Stock per depositary share, (ii) the adjusted Maximum Conversion Rate is 4.2686 shares of Common Stock per share of Series B Preferred Stock, or 0.2134 shares of Common Stock per depositary share, (iii) the adjusted Threshold Appreciation Price is $281.12, (iv) the adjusted Initial Price is $234.27, (v) the adjusted Initial Dividend Threshold is $0.77 per share of Common Stock, (vi) the adjusted Floor Price is $81.99 and (vii) the Fundamental Change Conversion Rates and Stock Prices set forth in the table included in the definition of "Fundamental Change Conversion Rate" of the Certificate of Amendment were adjusted as set forth in the Certificate of Amendment, in each case, subject to further adjustment from time to time as provided in the Certificate of Amendment.

Pursuant to the terms of the Certificate of Amendment, the adjustments set forth above take into account adjustments in connection with Company's payments of quarterly dividends in excess of the Initial Dividend Threshold on December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022.

Capitalized terms used but not defined have the meaning given to such terms in the Certificate of Amendment.


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