---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-042827"
form_type: "8-K"
ticker: "BDX"
cik: "0000010795"
company_name: "BECTON DICKINSON & CO"
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:49:25.246039+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# BD completes spin-off of Biosciences & Diagnostic Solutions business and combination with Waters

## Summary
- BD completed spin-off of Biosciences & Diagnostic Solutions business and combination with Waters, receiving $4 billion cash.
- BD shareholders received 0.135 Waters shares per BD share, representing 39.2% ownership of combined company.
- BD plans to use $2 billion for share repurchases and $2 billion for debt repayment.
- Claire M. Fraser resigned from BD Board and appointed to Waters Board effective upon closing.
- Transaction valued the spun-off business at $18.8 billion based on Waters closing price on Feb 6, 2026.

## SEC filing metadata
- accession: 0001193125-26-042827
- form_type: 8-K
- ticker: BDX
- cik: 0000010795
- company_name: BECTON DICKINSON & CO
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/10795/000119312526042827/0001193125-26-042827-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10795/000119312526042827/d104936d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-042827
- JSON: https://secwatch.observer/filing/0001193125-26-042827.json
- Plain text: https://secwatch.observer/filing/0001193125-26-042827.txt

## Key facts
- Material Agreements
  BECTON DICKINSON & CO entered into Tax Matters Agreement with Waters and SpinCo.
  - Action: entry
  - Counterparty: Waters and SpinCo
  source text: On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000119312526042827/0001193125-26-042827-index.htm
- Material Agreements
  BECTON DICKINSON & CO entered into Intellectual Property Matters Agreement with Waters and SpinCo.
  - Action: entry
  - Agreement: license
  - Counterparty: Waters and SpinCo
  source text: the Company, Waters and SpinCo entered into an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000119312526042827/0001193125-26-042827-index.htm
- Material Agreements
  BECTON DICKINSON & CO entered into Transition Services Agreement with Waters and SpinCo.
  - Action: entry
  - Counterparty: Waters and SpinCo
  source text: On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000119312526042827/0001193125-26-042827-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.