Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefits
Plans.
On February 28, 2022, Becton, Dickinson and Company ("BD") received a notice
from the administrator of the BD 401(k) Plan (the "Plan"). The notice stated
that the BD Common Stock Fund in the Plan will be entering a blackout period due
to the pending spin-off of Embecta Corp. ("Embecta") from BD, which is expected
to occur on April 1, 2022. The reason for the blackout period is to facilitate
(i) the transfer of participants from the Plan to a new 401(k) plan that will be
sponsored by Embecta, and (ii) the addition of the Embecta Common Stock Fund
interests to accounts in the Plan. The blackout period is scheduled to being on
March 31, 2022 and end during the week of April 3, 2022. During the blackout
period, participants in the Plan will be unable to engage in any transactions in
the BD Common Stock Fund or the Embecta Common Stock Fund, including exchange
into or out of those funds, loans from, or partial withdrawals of, any portion
of their account balances that are invested in those funds, or final
distributions from their Plan accounts if some or all of their account balances
under the Plan are invested in those funds.
During the blackout period, participants in the Plan, BD shareholders or other
interested parties may obtain, without charge, the actual beginning and ending
dates of the blackout period from, and may direct other inquiries about the
blackout period to, Fidelity at 1-866-715-2068. During the two-year period
following the ending date of the Plan blackout period, BD shareholders or other
interested parties may obtain, without charge, the actual beginning and ending
dates of the blackout period from, and may direct other inquires about the
blackout period to Fidelity at 1-866-715-2068.
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