Becton Dickinson Issues Preferred Stock to Trusts to Facilitate Spin-Off

summarizeSummary

Becton Dickinson & Co. issued Series D Preferred Stock to two trusts, a procedural step to manage the distribution of shares in its upcoming spin-off of Augusta SpinCo Corporation and its combination with Waters Corporation.

check_boxKey Events · Corporate Governance and Compliance · BDX

• Preferred Stock Issued to Trusts

  Becton Dickinson issued 27.5159 shares of Series D Junior Participating Redeemable Preferred Stock to two internal trusts on February 2, 2026.

• Facilitates Spin-Off Transaction

  This preferred stock issuance is a procedural step to prevent the trusts from receiving shares of Augusta SpinCo Corporation during the upcoming Reverse Morris Trust transaction with Waters Corporation.

• Significant Voting Rights

  Each Series D Preferred Share carries 10,000 votes on matters submitted to shareholders and is redeemable for common stock upon the completion of the spin-off.

auto_awesomeAnalysis · BDX · Industrial Applications And Services

This 8-K details a significant corporate action by Becton Dickinson & Co. related to its previously announced Reverse Morris Trust (RMT) transaction involving the spin-off of its Biosciences and Diagnostic Solutions business (Augusta SpinCo Corporation) and its combination with Waters Corporation. The company issued Series D Junior Participating Redeemable Preferred Stock to two internal trusts. This issuance, which grants 10,000 votes per preferred share and is redeemable for common stock upon the spin-off's completion, is a technical mechanism to ensure these trusts do not receive shares of the spun-off entity. This filing provides crucial details on the execution of a major corporate restructuring, highlighting the company's progress towards completing the RMT transaction.