{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-039448","form_type":"8-K","ticker":"BDX","cik":"0000010795","company_name":"BECTON DICKINSON & CO","filed_at":"2026-02-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.509703+00:00","generated_at":"2026-05-16T04:16:38.615065+00:00","sec_items":["3.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"BDX files preferred stock designation for spin-off of Biosciences business; issues 27.5 Series D shares","bullets":["Filed Certificate of Designation for Series D Junior Participating Redeemable Preferred Stock.","Issued 27.5159 Preferred Shares to deferral plan trusts in exchange for 275,159 common shares at 1:10,000 ratio.","Exchange ensures trust holders do not receive SpinCo common stock in the planned Waters combination.","Preferred shares are redeemable for common stock; automatic redemption if spin-off closes.","Spin-off will combine Augusta SpinCo Corp. (Biosciences & Diagnostic Solutions) with Waters Corporation."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-039448","json":"https://secwatch.observer/filing/0001193125-26-039448.json","markdown":"https://secwatch.observer/filing/0001193125-26-039448.md","text":"https://secwatch.observer/filing/0001193125-26-039448.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/d910855d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T04:16:38.615065+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fce4437ac9a707d446ed8192d224011df8b61dc3","claim":"BECTON DICKINSON & CO: Filed Certificate of Designation of Series D Junior Participating Redeemable Preferred Stock (effective 2026-01-30).","evidence_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; 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renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the “Certificate of Designation”) in connection with the Merger referenced in Item 1.01 above.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001193125-26-193833","ticker":"ACR","company_name":"ACRES Commercial Realty Corp.","filed_at":"2026-04-30T23:59:59+00:00","headline":"ACR to acquire external manager ACRES Capital Corp., become internally managed REIT","event_type":"m_and_a","sec_items":["1.01","5.02","3.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-193833","json":"https://secwatch.observer/filing/0001193125-26-193833.json","markdown":"https://secwatch.observer/filing/0001193125-26-193833.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1332551/000119312526193833/0001193125-26-193833-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1332551/000119312526193833/acr-20260427.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"the Board of Directors of the Company approved, pursuant to Section 6.2.8 of the Company’s charter (the “Charter”), a decrease in the Stock Ownership Limit, as such term is defined therein, from 9.8% to 4.34% in value or in number of shares, whichever is more restrictive, of any class or series of shares of Capital Stock, as such term is defined therein, of the Company. On April 28, 2026, the Company filed an amendment to the Charter (the “Amendment”) reflecting the change in the Stock Ownership Limit with the State Department of Assessments and Taxation of Maryland, effective at 5:00 p.m. on April 29, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1332551/000119312526193833/0001193125-26-193833-index.htm"}},{"accession":"0001437749-26-013884","ticker":"ATER","company_name":"Aterian, Inc.","filed_at":"2026-04-29T23:59:59+00:00","headline":"Aterian sells marquee brands for $18M cash; Lazar to gain ~95% control via $7M preferred stock","event_type":"m_and_a","sec_items":["1.01","3.02","5.03","3.03","5.02","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-013884","json":"https://secwatch.observer/filing/0001437749-26-013884.json","markdown":"https://secwatch.observer/filing/0001437749-26-013884.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/0001437749-26-013884-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/ater20260427_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 30, 2026, the Company filed with the Secretary of State of the State of New Jersey a Certificate of Designation (the “Certificate of Designation”) of Series D Junior Participating Redeemable Preferred Stock (\"Series D Preferred Stock\").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000119312526039448/0001193125-26-039448-index.htm","comparable_excerpt":"On April 27, 2026, the Company filed a Certificate of Designation of Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock of the Company with the Secretary of State of Delaware designating the rights, preferences and limitations of the shares of the Series AA Preferred Stock (the “Series AA Certificate of Designation”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/0001437749-26-013884-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}