Form 4: BDX CEO Polen Reports Equity Award Vesting and SAR Grant

Becton Dickinson's Chairman, CEO, and President, Thomas E. Polen Jr., reported the vesting of performance-based equity awards and the acquisition of Stock Appreciation Rights.

Summary

• Thomas E. Polen Jr., Chairman, CEO, and President of Becton Dickinson & Co (BDX), reported transactions related to his beneficial ownership.
• On November 26, 2025, Polen acquired 22,521 shares of Common Stock upon the vesting of performance-based equity awards, with a transaction price of $0.
• Following this acquisition, his direct beneficial ownership of Common Stock increased to 122,892 shares.
• Concurrently, 17,421 shares of Common Stock were disposed of on November 26, 2025, at a price of $0, representing shares withheld for payment of withholding taxes related to the vesting of performance units and previously reported restricted stock units.
• After the tax-related disposition, Polen's direct beneficial ownership of Common Stock was 105,471 shares.
• Polen also acquired 165,581 Stock Appreciation Rights (SARs) on November 26, 2025, with an exercise price of $193.9.
• These SARs will vest in four annual installments beginning November 26, 2026, and have an expiration date of November 26, 2035.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events, including the vesting of performance awards and the grant of new long-term incentives. While the tax-related disposition reduces direct shareholding, it is a standard practice. Overall, the events are neutral to slightly positive as they reflect ongoing executive alignment and compensation structure.

Positives

• The vesting of 22,521 performance-based equity awards indicates the achievement of prior performance metrics by the executive.
• The acquisition of 165,581 Stock Appreciation Rights (SARs) aligns the executive's long-term incentives with shareholder value creation, as SARs gain value when the stock price increases.

Negatives

• 17,421 shares of Common Stock were disposed of to cover withholding taxes, which is a standard practice but reduces the executive's direct shareholding.

Future Outlook

The acquired Stock Appreciation Rights (SARs) are scheduled to vest in four annual installments, commencing on November 26, 2026, and will expire on November 26, 2035, indicating a long-term incentive structure for the executive.

Industry Context

This filing reflects routine executive compensation practices within the medical technology and healthcare industry, where performance-based equity awards and stock appreciation rights are common tools to incentivize leadership and align their interests with long-term shareholder value.

Stakeholder Impact

• Shareholders: The vesting of performance awards and grant of SARs are part of the executive compensation structure, aiming to align management's interests with shareholder value creation. The tax-related sale is a routine event and does not indicate a change in company fundamentals.
• Employees: No direct impact mentioned.

Next Steps

• Future vesting of the 165,581 Stock Appreciation Rights will occur in four annual installments starting November 26, 2026.

Key Dates

Keywords

Becton Dickinson, BDX, Form 4, Insider Transaction, Executive Compensation, Stock Appreciation Rights, Equity Awards, Performance Units, Rule 10b5-1