Material Agreement, Financial Obligation (Form 8-K)

Revolving Credit Facility

On September 16, 2025, Becton, Dickinson and Company (the "Company") and Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilite limitée) organized and existing under the laws of the Grand Duchy of Luxembourg ("BD Euro Finance") entered into that certain third amended and restated credit agreement (the "Credit Agreement") with Citibank, N.A. ("Citibank") as administrative agent, and the lenders named in the Credit Agreement. The Credit Agreement amended and restated the Company's existing second amended and restated credit agreement, dated as of January 25, 2023 with Citibank, as administrative agent, and the lenders named therein.

The effectiveness of commitments under the Credit Agreement is subject to certain customary conditions precedent. The Credit Agreement is a senior unsecured revolving credit facility that provides the Company with $2.75 billion of financing, including a $100 million letter of credit subfacility and a $236 million swingline loan subfacility (under which advances may be denominated in Euros), and expires in September, 2030. The expiration date of the credit facility may be extended for up to two additional one year periods, subject to certain restrictions (including the consent of the lenders). The credit facility provides that the Company may, subject to additional commitments by lenders, request an additional $500 million of financing, for a maximum aggregate commitment under the credit facility of up to $3.25 billion. Borrowings under the credit facility may be used for general corporate purposes, and BD Euro Finance is authorized as a borrower under the credit facility. Interest rates on borrowings under the Credit Agreement will be based on prevailing interest rates, benchmarked based on Term SOFR and subject to the Company's credit ratings, as described in the Credit Agreement.

The Credit Agreement contains customary representations and affirmative and negative covenants. The financial covenants in the Credit Agreement require the Company to have, as of the last day of each fiscal quarter following the closing of the credit facility, a Leverage Ratio (as defined in the Credit Agreement) of no more than (1) 4.25:1.00 or (2) 4.75:1.00 for the five fiscal quarters following the consummation of a material acquisition (including the fiscal quarter in which such material acquisition was consummated). The Credit Agreement also contains customary events of default (including non-payment of principal or interest and breaches of covenants). If any event of default occurs and is not cured within the applicable grace period, the outstanding loans under the facility may be accelerated by lenders holding a majority of the commitments under the Credit Agreement and the lenders' commitments under the Credit Agreement may be terminated. The Company guarantees the obligations of each other borrower under the Credit Agreement.

The descriptions of the provisions of the Credit Agreement are summary in nature and are qualified in their entirety by reference to the full and complete terms of the Credit Agreement, which is filed herewith as Exhibit 10.1.

Some of the agents and lenders under the Credit Agreement and certain of their affiliates have engaged, and in the future may engage, in investment banking transactions, including securities offerings, and in general financing and commercial banking transactions with, and the provision of services to, the Company and its affiliates in the ordinary course of business and otherwise for which they have received, and will in the future receive, customary fees.

The information set forth under Item 1.01 of this report is hereby incorporated by reference into this Item 2.03.