EMBC / Embecta Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 EMBECTA CORP. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Embecta Corp. Reports Third Quarter Fiscal 2025 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports Third Quarter Fiscal 2025 Financial Results PARSIPPANY, N.J., Aug 8, 2025 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three and nine month periods ended June 30, 2025. "Q3 was a strong quarter for embecta, reflecting solid commercial execution, aide

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter)

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter) Delaware 001-41186 87-1583942 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 300 Kimball Drive, Suite 300 Parsippany, New Jersey 07054 (Address of

Conflict Minerals Report for the calendar year ended December 31, 202

Exhibit 1.01 Conflict Minerals Report Embecta Corp. has included this Conflict Minerals Report as an exhibit to its Form SD for 2024, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 30, 2025. The term “Embecta,” “we,” “us” an

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number)

1 May 22, 2025 New York, New York Analyst & Investor Day 2 2 Pravesh Khandelwal Vice President, Investor Relations Welcome to Analyst & Investor Day 3 Forward-looking statements Safe Harbor Statement Regarding Forward-Looking Statements This presenta

1 May 22, 2025 New York, New York Analyst & Investor Day 2 2 Pravesh Khandelwal Vice President, Investor Relations Welcome to Analyst & Investor Day 3 Forward-looking statements Safe Harbor Statement Regarding Forward-Looking Statements This presentation contains express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws.

embecta to Showcase Phased Approach for Value Creation and Present Long Range Financial Plan at 2025 Analyst and Investor Day

     embecta to Showcase Phased Approach for Value Creation and Present Long Range Financial Plan at 2025 Analyst and Investor Day PARSIPPANY, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 EMBECTA CORP. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number)

Embecta Corp. Reports Second Quarter Fiscal 2025 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports Second Quarter Fiscal 2025 Financial Results PARSIPPANY, N.J., May 9, 2025 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three and six month periods ended March 31, 2025. "This quarter’s financial results were once again slightly ahead of our prior ex

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 (Commission File Number) 87-15

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Embecta Corp. Reports First Quarter Fiscal 2025 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports First Quarter Fiscal 2025 Financial Results PARSIPPANY, N.J., Feb 6, 2025 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three month period ended December 31, 2024. "Building on our momentum from 2024, embecta began the year with solid performance," sa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )   Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )   Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐     Preliminary Proxy Statement  ☐     Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41186 EMBECTA CORP. (Exact name

Embecta Corp. Insider Trading Policy. (Filed herewith.)

Exhibit 19 Embecta Corp. Insider Trading Policy Effective April 1, 2022 Last Amended May 10, 2023 Introduction It is the policy of Embecta Corp. (“embecta”) to comply fully, and for its directors and employees to understand and comply fully, with all federal and state securities laws applicable to transactions in embecta securities. In this regard, embecta depends upon the diligence of its directo

List of Subsidiaries of Embecta Corp. (Filed herewith.)

Exhibit 21.1 EMBECTA CORP. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation embecta Arabia Limited Co. Saudi Arabia embecta Argentina S.R.L. Argentina embecta Australia Pty Ltd Australia (Victoria) embecta Austria GmbH Austria embecta Belgium BV Belgium embecta Brasil Ltda. Brazil Embecta Canada Co. Canada embecta Chile SpA Chile embecta Colombia S.A.S. Colombia embecta Croatia Ltd. Croatia

Form of November 2024 Employee and Director PSU and RSU Awards under the 2022 Employee and Director Equity-Based Compensation Plan and Conditions of Awards. (Filed herewith.) (+)

Exhibit 10.14 Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards November 26, 2024 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 Embecta Corp. Introduction The following describes the terms and conditions of the Awards granted under the Embecta Corp. Long-Term Incentive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐Form 20-F ☐Form 11-K ☐ Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: September 30, 2024 ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐Form 20-F ☐Form 11-K ☐ Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ For the Transition Peri

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

Embecta Corp. Reports Fiscal 2024 Fourth Quarter and Full Year Financial Results; Provides Initial Fiscal Year 2025 Financial Guidance; Discontinues Insulin Patch Pump Program; and Announces Restructuring to Streamline Operations and Reduce Costs

Exhibit 99.1 Embecta Corp. Reports Fiscal 2024 Fourth Quarter and Full Year Financial Results; Provides Initial Fiscal Year 2025 Financial Guidance; Discontinues Insulin Patch Pump Program; and Announces Restructuring to Streamline Operations and Reduce Costs PARSIPPANY, N.J., November 26, 2024 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care com

EMBC / Embecta Corp. / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

SC 13G/A 1 embectacorp13g-a1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) * EMBECTA CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 29082K105 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

EMBC / Embecta Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 EMBCSC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) EMBECTA CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 29082K105 (CUSIP Number) SEPTEMBER 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box

EMBC / Embecta Corp. / Flynn James E Passive Investment

SC 13G 1 e663972sc13g-embecta.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Embecta Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 29082K105 (CUSIP Number) October 18, 2024 (Date

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numb

Embecta Corp. Reports Third Quarter Fiscal 2024 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports Third Quarter Fiscal 2024 Financial Results PARSIPPANY, N.J., Aug 9, 2024 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three and nine month periods ended June 30, 2024. "During the third quarter our business performed in alignment with our expectatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 EMBECTA CORP. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter)

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter) Delaware 001-41186 87-1583942 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 300 Kimball Drive, Suite 300 Parsippany, New Jersey 07054 (Address of

Conflict Minerals Report for the calendar year ended December 31, 2023.

Exhibit 1.01 Conflict Minerals Report Embecta Corp. has included this Conflict Minerals Report as an exhibit to its Form SD for 2023, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 28, 2024. The term “Embecta,” “we,” “us” an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Embecta Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock (par value $0.01 per share) Othe

As filed with the Securities and Exchange Commission on May 9, 2024

As filed with the Securities and Exchange Commission on May 9, 2024 Registration No.

Embecta Corp. Reports Second Quarter Fiscal 2024 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports Second Quarter Fiscal 2024 Financial Results PARSIPPANY, N.J., May 9, 2024 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three and six month periods ended March 31, 2024. "Our performance in the second quarter and fiscal first half of 2024 underscores

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number)

* * *

Embecta Corp. 300 Kimball Drive, Suite 300 Parsippany, NJ 07054 April 5, 2024 Via EDGAR Christie Wong Li Xiao Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Washington, DC 20549 Re: Embecta Corp. (the “Company,” “we,” “our” and similar terminology) Form 10-K for Fiscal Year Ended September 30, 2023 Filed November 29, 2023 Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41186 EMBECTA

Amendment No. 2 to Transition Services Agreement, dated as of March 28, 2024, by and between BD and Embecta (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 28, 2024)

Exhibit 10.1 Execution Version Letter Agreement Providing for the ERP Extension Amendment to the TSA Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417 March 28, 2024 Embecta Corp. 1 Becton Drive Franklin Lakes, New Jersey 07417 Attention: Jeffrey Mann Senior Vice President E-mail: [email protected] Re: Transition Services Agreement Dear Mr. Mann: Reference is made t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

Amendment No. 2 to Logistics Services Agreement, dated as of March 28, 2024, by and between BD and Embecta

Exhibit 10.2 Execution Version Letter Agreement Providing for the ERP Extension Amendment to the LSA Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417 March 28, 2024 Embecta Corp. 1 Becton Drive Franklin Lakes, New Jersey 07417 Attention: Jeffrey Mann Senior Vice President E-mail: [email protected] Re: Logistics Services Agreement Dear Mr. Mann: Reference is made to

EMBC.V / Embecta Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Embecta Corp Title of Class of Securities: Common Stock CUSIP Number: 29082K105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

EMBC.V / Embecta Corp / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * EMBECTA CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 29082K105 (CUSIP Number) DECEMBER 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 (Commission File Number) 87-158

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Num

Amendment No. 1 to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan

Exhibit 10.1 Amendment No. 1 to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan This Amendment (the “Amendment”) to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan (the “2022 Plan”), is made effective as of the 7th day of February, 2024, by Embecta Corporation, a Delaware corporation (the “Company”). 1. Amendment to Section 5(a) of the 2022 P

Embecta Corp. Reports First Quarter Fiscal 2024 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports First Quarter Fiscal 2024 Financial Results PARSIPPANY, N.J., Feb 9, 2024 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three month period ended December 31, 2023. "Building on our performance during 2023, embecta delivered strong results for the firs

EMBC.V / Embecta Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) EMBECTA CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 29082K105 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

EMBC.V / Embecta Corp / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

SC 13G/A 1 embectacorp13g-a1.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EMBECTA CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 29082K105 (CUSIP Number) NOVEMBER 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

List of Subsidiaries of Embecta Corp. (Filed herewith.)

Exhibit 21.1 EMBECTA CORP. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Becton Dickinson Penel Irish Branch Ireland Becton Dickinson Penel Limited Cayman Islands embecta Arabia Limited Co. Saudi Arabia embecta Argentina S.R.L. Argentina embecta Australia Pty Ltd Australia (Victoria) embecta Austria GmbH Austria embecta Belgium BV Belgium embecta Brasil Ltda. Brazil Embecta Canada Co. Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41186 EMBECTA CORP. (Exact name

Embecta Corp. Supplemental Policy Regarding the Recovery of Compensation, Effective December 1, 2023 (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on November 29, 2023.)

Exhibit 97.1 Embecta Corp. Supplemental Policy Regarding the Recovery of Compensation (“Policy”) Effective December 1, 2023 In the event that any Incentive Compensation payout is made to a member of Embecta Corp. (“Embecta” or the “Company”) who is an executive officer or other direct report to the Chief Executive Officer (“Leadership Team”) based, in whole or in part, on Embecta’s financial resul

Description of Securities. (Filed herewith.)

Exhibit 4.5 DESCRIPTION OF EMBECTA CAPITAL STOCK General Embecta Corp.’s (“Embecta”) authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. We do not have any preferred stock issued and outstanding. Embecta’s Board of Directors may establish the rights and preferences of the preferred

awback Policy (Filed herewith

Exhibit 97.1 EMBECTA CORP. DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of Embecta Corp. (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of the Nasdaq Stock Market LLC Listing Rules (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the

Amendment to Logistics Services Agreement, dated as of November 20, 2023, by and between BD and the Company. (Filed herewith.)

Exhibit 10.23 Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417 November 20, 2023 Embecta Corp. 1 Becton Drive Franklin Lakes, New Jersey 07417 Attention: Jeffrey Mann Senior Vice President E-mail: [email protected] Re: Logistics Services Agreement Dear Mr. Mann: Reference is made to the Logistics Services Agreement, dated as of January 1, 2022 (the “LSA”), by and b

Embecta Corp. Diabetes Considerations November 2023 2 Forward-Looking Statements Safe Harbor Statement Regarding Forward-Looking Statements This presentation contains express or implied "forward-looking statements" as that term is defined in the Priv

Embecta Corp. Diabetes Considerations November 2023 2 Forward-Looking Statements Safe Harbor Statement Regarding Forward-Looking Statements This presentation contains express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding ou

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

Embecta Corp. Reports Fiscal 2023 Fourth Quarter and Full Year Financial Results and Provides Initial Fiscal 2024 Financial Guidance

Exhibit 99.1 Embecta Corp. Reports Fiscal 2023 Fourth Quarter and Full Year Financial Results and Provides Initial Fiscal 2024 Financial Guidance PARSIPPANY, N.J., Nov 21, 2023 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three- and twelve-month periods ended September 30, 2023. "During fiscal

EMBC.V / Embecta Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EMBECTA CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 29082K105 (CUSIP Number) SEPTEMBER 6, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

Embecta Corp. Reports Third Quarter Fiscal 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Embecta Corp. Reports Third Quarter Fiscal 2023 Financial Results PARSIPPANY, N.J., Aug 8, 2023 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), a global diabetes care company, today reported financial results for the three- and nine-month periods ended June 30, 2023. "Having completed nearly a year and a half as an independent, publi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 (August 2, 2023) EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 (Commission File

Amended and Restated Bylaws of the Company adopted effective as of August 2, 2023. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 3, 2023.)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF EMBECTA CORP. These Amended and Restated Bylaws (these “Bylaws”) of Embecta Corp., a Delaware corporation (the “Corporation”), are effective as of August 2, 2023 and hereby amend and restate the previous amended and restated bylaws of the Corporation in its entirety: ARTICLE 1 OFFICES AND RECORDS Section 1. Offices. The address of the registered office of

Amended and Restated Bylaws of Embecta Corp., as amended and restated, effective August 2, 2023, marked to show amendments

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EMBECTA CORP. These Amended and Restated Bylaws (these “Bylaws”) of Embecta Corp., a Delaware corporation (the “Corporation”), are effective as of March 31, 2022August 2, 2023 and hereby amend and restate the previous amended and restated bylaws of the Corporation in its entirety: ARTICLE 1 OFFICES AND RECORDS Section 1. Offices. The address of the regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 EMBECTA CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter)

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Embecta Corp. (Exact name of registrant as specified in its charter) Delaware 001-41186 87-1583942 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 300 Kimball Drive, Suite 300 Parsippany, New Jersey 07054 (Address of

Conflict Minerals Report for the calendar year ended December 31, 2022.

Exhibit 1.01 Conflict Minerals Report Embecta Corp. has included this Conflict Minerals Report as an exhibit to its Form SD for 2022, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 26, 2023. The term “Embecta,” “we,” “us” an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number)

Embecta Corp. Reports Second Quarter Fiscal 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Embecta Corp. Reports Second Quarter Fiscal 2023 Financial Results PARSIPPANY, N.J., May 12, 2023 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), one of the largest pure-play diabetes care companies in the world, today reported financial results for the three- and six-month periods ended March 31, 2023. "Following our solid first qua

Form of Employee and Director PSU and RSU Awards under the 2022 Employee and Director Equity Based Compensation Plan and Conditions of Awards (November 26, 2022)

Exhibit 10.1 Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards November 26, 2022 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 Embecta Corp. Introduction The following describes the terms and conditions of the awards granted under the Embecta Corp. Long-Term Incentive Prog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

Embecta Corp. Reports First Quarter Fiscal 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Embecta Corp. Reports First Quarter Fiscal 2023 Financial Results PARSIPPANY, N.J., Feb 14, 2023 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta” or the "Company") (Nasdaq: EMBC), one of the largest pure-play diabetes care companies in the world, today reported financial results for the three month period ended December 31, 2022. "We are pleased with our financial per

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 (Commission File Number) 87-158

EMBC.V / Embecta Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Embecta Corp. Title of Class of Securities: Common Stock CUSIP Number: 29082K105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

EMBC.V / Embecta Corp / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EMBECTA CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 29082K105 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( Amendment No.??) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

Description of Securities. (Filed herewith.)

Exhibit 4.5 DESCRIPTION OF EMBECTA CAPITAL STOCK General Embecta Corp.’s (“Embecta”) authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. We do not have any preferred stock issued and outstanding. Embecta’s Board of Directors may establish the rights and preferences of the preferred

Form of Non-Employee Directors RSU Award under the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards (April 1, 2022) (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022) (+)

Exhibit 10.10 Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards Non-Employee Directors RSU Award April 1, 2022 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 Embecta Corp. Introduction The following describes the terms and conditions of the non-employee director awards gran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41186 EMBECTA CORP. (Exact name

List of Subsidiaries of Embecta Corp. (Filed herewith.)

Exhibit 21.1 EMBECTA CORP. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Becton Dickinson Penel Irish Branch Ireland Becton Dickinson Penel Limited Cayman Islands embecta Arabia Limited Co Saudi Arabia embecta Argentina S.R.L. Argentina embecta Australia Pty Ltd Australia (Victoria) embecta Austria GmbH Austria embecta Belgium BV Belgium embecta Brazil Ltda. Brazil embecta Chile SpA Chil

Form of Founders Grants under the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards (April 1, 2022) (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022) (+)

Exhibit 10.9 Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards Founders Grants April 1, 2022 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 Embecta Corp. Introduction The following describes the terms and conditions of the awards granted under the Embecta Corp. Long-Term In

Amendment No. 1 to Transition Services Agreement, dated as of July 1, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022.) **

Exhibit 10.2 AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENT This Amendment No. 1 to the Transition Services Agreement (the “Amendment”) is made and entered into as of July 1, 2022 (the “Effective Date”) by and between Becton, Dickinson and Company, a New Jersey corporation (“BD”), and Embecta Corp., a Delaware corporation (“embecta”). Parent and embecta are sometimes referred to herein individua

Embecta Corp. Directors’ Deferral Plan. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022.) (+)

Exhibit 10.8 EMBECTA CORP. DIRECTORS’ DEFERRAL PLAN Effective as of April 1, 2022 In May 2021, Becton, Dickinson and Company ("Becton Dickinson" or “BD”) announced that the public shareholders of BD would be issued stock dividends consisting of the common stock of Embecta Corp. (“Embecta”) as of the April 1, 2022 separation date, as described in the Form 10 filed by Embecta with the SEC on Februar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 EMBECTA CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

Embecta Corp. Reports Fiscal 2022 Fourth Quarter and Full Year Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Embecta Corp. Reports Fiscal 2022 Fourth Quarter and Full Year Financial Results PARSIPPANY, N.J., Dec. 20, 2022 (GLOBE NEWSWIRE) – Embecta Corp. (“embecta”) (Nasdaq: EMBC), one of the largest pure-play diabetes care companies in the world, today reported financial results for the three and twelve month periods ended September 30, 2022. “2022 was a milestone year

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File N

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Embecta Corp. Reports Third Quarter Fiscal 2022 Financial Results

FOR IMMEDIATE RELEASE Embecta Corp. Reports Third Quarter Fiscal 2022 Financial Results PARSIPPANY, N.J., Aug 15, 2022 (GLOBE NEWSWIRE) ? Embecta Corp. (?embecta?) (Nasdaq: EMBC), one of the largest pure-play diabetes care companies in the world following its April 1, 2022, spin off from Becton, Dickinson and Company (?BD?), today reported financial results for the three and nine month periods end

embecta Second Quarter 2022 Earnings Conference Call May 13, 2022 2 Forward-Looking Statements Safe Harbor Statement Regarding Forward-Looking Statements This presentation contains express or implied "forward-looking statements" as that term is defin

embecta Second Quarter 2022 Earnings Conference Call May 13, 2022 2 Forward-Looking Statements Safe Harbor Statement Regarding Forward-Looking Statements This presentation contains express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws.

Embecta Corp. Reports Second Quarter and First Six Months of Fiscal Year 2022 Financial Results and Provides Financial Guidance for the Last Six Months of Fiscal Year 2022

FOR IMMEDIATE RELEASE Embecta Corp. Reports Second Quarter and First Six Months of Fiscal Year 2022 Financial Results and Provides Financial Guidance for the Last Six Months of Fiscal Year 2022 Parsippany, N.J., May 13, 2022 (GLOBE NEWSWIRE) ? Embecta Corp. (?embecta?) (Nasdaq: EMBC), one of the largest pure-play diabetes care companies in the world following its April 1, 2022, spin off from Becto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number)

EMBC.V / Embecta Corp / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Embecta Corp. Title of Class of Securities: Common Stock CUSIP Number: 29082K105 Date of Event Which Requires Filing of this Statement: April 29, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d-1(c

Separation and Distribution Agreement, dated as of March 31, 2022, by and between the Company and BD. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 15 2.1 Transfer of Assets and Assumption of Liabilities 15 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 19 2.4 Approvals and Notificati

Credit Agreement, dated as of March 31, 2022, by and among the Company, the lenders and other parties from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and an L/C issuer. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.10 FIRST LIEN CREDIT AGREEMENT DATED AS OF MARCH 31, 2022 AMONG EMBECTA CORP., AS THE COMPANY, MORGAN STANLEY SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND AN L/C ISSUER, THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO AND MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., JPMORGAN CHASE BANK, N.A., MUFG BANK, LTD., U.S

Embecta Deferred Compensation Plan. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) (+)

Exhibit 10.17 EMBECTA DEFERRED COMPENSATION PLAN Effective April 1, 2022 TABLE OF CONTENTS Page FOREWORD 3 ARTICLE I Definitions 4 Section 1.1 ?401(k) Plan? 4 Section 1.2 ?401(k) Plan Non-Elective Contributions? 4 Section 1.3 ?Account? or ?Accounts? 4 Section 1.4 ?Agreement? 4 Section 1.5 ?Annual Open Enrollment Period? 4 Section 1.6 ?Base Salary? 4 Section 1.7 ?Beneficiary? or ?Beneficiaries? 4 S

Compensation and Management Development Committee Charter

Exhibit 10.12 EMBECTA CORP. CHARTER OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE Effective April 1, 2022 Purpose The Compensation and Management Development Committee (the ?Committee?) is created by the Board of Directors of the Company to: ? oversee the Company?s compensation and benefits practices and policies generally and specifically as they pertain to ?senior executives? (as defi

Audit Committee Charter

Exhibit 10.11 EMBECTA CORP. CHARTER OF THE AUDIT COMMITTEE Effective March 20, 2022 Purpose The Audit Committee is created by the Board of Directors of the Company to oversee the accounting and financial reporting processes of the Company and the audits of the Company?s financial statements. In that regard, the Audit Committee: ? assist the Board of Directors in its oversight of: ? the integrity o

Transition Services Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.1 EXECUTION VERSION TRANSITION SERVICES AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II SERVICES 6 Section 2.01. Services 6 Section 2.02. Performance of Services 7 Section 2.03. Charges for Services 8 Section 2.04. Reimbursement for Out-of-Pocket Cost

Logistics Services Agreement, dated as of January 1, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.8 LOGISTICS SERVICES AGREEMENT THIS LOGISTICS SERVICES AGREEMENT (this ?Agreement?) is dated as of January 1, 2022, by and between: (A) EMBECTA CORP., a Delaware corporation (?Service Recipient?); and (B) BECTON, DICKINSON AND COMPANY, a company incorporated in New Jersey (?Service Provider?). Service Recipient and Service Provider may each be referred to herein individually as a ?Party

Corporate Governance and Nominating Committee Charter

Exhibit 10.13 EMBECTA CORP. CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Effective April 1, 2022 Purpose The Corporate Governance and Nominating Committee (the ?Governance Committee?) is created by the Board of Directors of the Company to: ? identify individuals qualified to become members of the Board of Directors, and recommend to the Board director nominees for election at the n

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

Intellectual Property Matters Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) *, **

Exhibit 10.4 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIO

Cannula Supply Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) *, **

Exhibit 10.6 EXECUTION VERSION Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CANNULA SUPPLY AGREEMENT This CANNULA SUPPLY AGREEMENT (together with the Exhibits hereto, this ?Agreement?), is made and entered into as of March 31, 2022 (the ?Effective

Amended and Restated Certificate of Incorporation of Embecta

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMBECTA CORP. Embecta Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the ?DGCL?), hereby certifies as follows: 1. The name of this Corporation is Embecta Corp. The o

Filing Fee Table

EX-FILING FEES 4 d338736dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Embecta Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering P

the Company and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent, including the form of 6.750% Senior Secured Notes due 2030. (Incorporated by reference to the Company's Current Report on Form 8-K filed on April 6, 2022.)

Exhibit 4.1 EXECUTION VERSION EMBECTA CORP., as Issuer, the Guarantors party hereto from time to time, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent 6.750% Senior Secured Notes due 2030 INDENTURE Dated as of March 31, 2022 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 2 SECTION 1.02 Other Definitio

Lease Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) *, **

Exhibit 10.7 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?), dated as of March 31, 2022 (the ?Commencement Date?), is made by and between Becton Dickinson Infusion Therapy Systems Inc., a Delaware c

Embecta Corp. Executive Severance and Change in Control Plan. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) (+)

Exhibit 10.16 EMBECTA CORP. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN Table of Contents Page 1. Establishment and Purpose of Plan 1 2. Definitions and Construction 1 3. Severance Benefits For Qualifying Terminations 7 4. No Contract of Employment 10 5. Conflict in Benefits; Noncumulation of Benefits 11 6. Administration, Termination, and Amendment of Plan 11 7. Claims for Benefits 12 8. Notic

Tax Matters Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.2 TAX MATTERS AGREEMENT by and between BECTON, DICKINSON AND COMPANY and EMBECTA CORP. Dated as of March 31, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1.1 General 4 Article II PAYMENTS AND TAX REFUNDS 2.1 Allocation of Tax Liabilities 11 2.2 Determination of Taxes Attributable to the SpinCo Business 12 2.3 Employment Taxes 13 2.4 Transaction Taxes 13 2.5 Delayed SpinCo Assets; D

Form of Distribution Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.9 FORM OF DISTRIBUTION AGREEMENT1 THIS DISTRIBUTION AGREEMENT (this ?Agreement?) is dated as of [?]2, by and between: (A) [Please delete as appropriate, for APAC: MWB Shelfco 65 Pte. Ltd. / for LATAM: [Berra Operations LLC and MWB 41 S?rl] ([for LATAM only: together] ?Supplier?); and (B) [For APAC: Becton Dickinson Holdings Pte. Ltd. / For LATAM: Becton, Dickinson and Company for the Pr

Amended and Restated Bylaws of the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EMBECTA CORP. These Amended and Restated Bylaws (these ?Bylaws?) of Embecta Corp., a Delaware corporation (the ?Corporation?), are effective as of March 31, 2022 and hereby amend and restate the previous amended and restated bylaws of the Corporation in its entirety: ARTICLE 1 OFFICES AND RECORDS Section 1. Offices. The address of the registered office of

First Supplemental Indenture, dated as of April 1, 2022, to the Indenture dated as of March 31, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent. (Incorporated by reference to the Company’s Current Report on Form 8-K on April 6, 2022.)

Exhibit 4.4 Execution Version Supplemental Indenture to Add Guarantors FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 2022 (this ?Supplemental Indenture?), by and among the parties that are signatories hereto as Guarantors (each, a ?Guaranteeing Subsidiary? and together, the ?Guaranteeing Subsidiaries?), Embecta Corp., a Delaware Corporation (the ?Issuer?), and U.S. Bank Trust Company, Nationa

embecta completes spin-off from BD and lists on NASDAQ as a global leader in diabetes care 100-year legacy in insulin delivery Largest producer of diabetes injection devices in the world Over 2,000 employees globally serving more than 100 countries.

Exhibit 99.2 embecta completes spin-off from BD and lists on NASDAQ as a global leader in diabetes care 100-year legacy in insulin delivery Largest producer of diabetes injection devices in the world Over 2,000 employees globally serving more than 100 countries. FRANKLIN LAKES, N.J., April 1, 2022 ? Embecta Corp. (embecta) (NASDAQ: EMBC) and its employees around the world celebrate its launch toda

Employee Matters Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.3 EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 6 Section 2.01. General Principles 6 Section 2.02. Service Credit 8 Section 2.03. Adoption and Transfer and Assumption of

Technology Committee Charter

Exhibit 10.14 EMBECTA CORP. CHARTER OF THE TECHNOLOGY COMMITTEE Effective April 1, 2022 Purpose The Technology Committee (the ?Committee?) is created by the Board of Directors of the Company to assist the Board in overseeing innovation, new product development and commercialization, and research and development (?R&D?) activities at the Company. Membership The Committee shall consist of at least t

Embecta 2022 Employee and Director Equity Based Compensation Plan. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) (+)

Exhibit 10.15 EMBECTA CORP. 2022 EMPLOYEE AND DIRECTOR EQUITY-BASED COMPENSATION PLAN Section 1. Purpose. The purpose of the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan is to provide an incentive to employees of the Company and its subsidiaries to achieve long-range goals, to aid in attracting and retaining employees and directors of outstanding ability and to closely a

First Supplemental Indenture, dated as of April 1, 2022, to the Indenture dated as of February 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.)

Exhibit 4.2 EXECUTION VERSION Supplemental Indenture to Add Guarantors FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 2022 (this ?Supplemental Indenture?), by and among the parties that are signatories hereto as Guarantors (each, a ?Guaranteeing Subsidiary? and together, the ?Guaranteeing Subsidiaries?), Embecta Corp., a Delaware Corporation (the ?Issuer?), and U.S. Bank Trust Company, Nationa

As filed with the Securities and Exchange Commission on April 6, 2022

As filed with the Securities and Exchange Commission on April 6, 2022 Registration No.

Form of Contract Manufacturing Agreement, dated as of March 31, 2022, by and between BD and the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Exhibit 10.5 CONTRACT MANUFACTURING AGREEMENT This Contract Manufacturing Agreement (this ?Agreement?) is made and entered into as of March 31, 2022, with effectiveness as of 12:01 a.m., New York City time, on April 1, 2022 (the ?Effective Date?) by and between Becton, Dickinson and Company, a New Jersey corporation (?BD?), and Embecta Corp., a Delaware corporation (?SpinCo?). Parent and SpinCo ar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

Certificate of Amendment of the Certificate of Incorporation of Embecta Corp.

EX-3.1 2 d335195dex31.htm EX-3.1 Exhibit 3.1 EMBECTA CORP. CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION Embecta Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) DOES HEREBY CERTIFY: FIRST: That the original certificate of incorporation of the Company was filed with the Secretary of t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Numbe

Unaudited Pro Forma Condensed Combined Financial Information

EX-99.1 2 d305268dex991.htm EX-99.1 Exhibit 99.1 Unaudited Pro Forma Condensed Combined Financial Information References in this section to the “Diabetes Care Business” refer to the Diabetes Care Business as defined in the historical combined financial statements referenced elsewhere in this Current Report on Form 8-K. On February 1, 2022, the Board of Directors of Becton, Dickinson and Company (“

financial measures

Exhibit 99.2 Non-GAAP financial measures In evaluating the operating performance of Embecta Corp. (?Embecta,? ?we? or ?our?), we supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (?GAAP?) with certain non-GAAP financial measures including (i) earnings before interest, taxes, depreciation, and amortization (?EBITDA?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2021 Or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 4 For the transition period from to Commission file numb

Restated Certificate of Incorporation of Embecta Corp, effective December 15, 2021.

EX-3.1 2 d322536dex31.htm EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF EMBECTA CORP. (Originally incorporated on July 8, 2021 under the name Berra Newco, Inc.) I, the undersigned, for the purpose of restating and integrating this Restated Certificate of Incorporation under the General Corporation Law of the State of Delaware (the “DGCL”), do hereby execute this Restated Certificate

Amended and Restated Bylaws of Embecta Corp., effective December 15, 2021.

EX-3.2 3 d322536dex32.htm EX-3.2 Exhibit 3.2 EMBECTA CORP. BY-LAWS AMENDED AND RESTATED AS OF DECEMBER 15, 2021 AMENDED AND RESTATED BY-LAWS OF EMBECTA CORP. TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.1. Place of Meetings 1 Section 1.2. Annual Meetings 1 Section 1.3. Special Meetings 1 Section 1.4. Notice of Meetings 1 Section 1.5. Quorum and Adjournment 1 Section 1.6. R

Forward-looking statements This presentation contains certain estimates and other forward-looking statements (as defined under Federal securities laws) regarding Embecta Corp.’s (“embecta’s”) future prospects and performance, including, but not limit

Mission To develop and provide solutions that make life better for people living with diabetes Vision A life unlimited by diabetes Advance every day together Investor Presentation March 7, 2022 Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Number

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware 001-41186 87-1583942 (State or other jurisdiction of incorporation) (Commission File Number

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 EMBECTA CORP. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41186 87-1583942 (Commission File Nu

Indenture, dated February 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent, including the form of 5.000% Senior Secured Notes due 2030. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 11, 2022.)

Exhibit 4.1 Execution Version EMBECTA CORP., as Issuer, the Guarantors party hereto from time to time, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent 5.000% Senior Secured Notes due 2030 INDENTURE Dated as of February 10, 2022 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Defini

INFORMATION STATEMENT Embecta Corp.

EX-99.1 3 d669833dex991.htm EX-99.1 Exhibit 99.1 February 11, 2022 Dear Becton, Dickinson and Company (“BD”) Shareholder: In May 2021, BD announced its plan to separate its diabetes care business into an independent public company. The separation will occur through a distribution by BD of all of the outstanding shares of a newly formed company, Embecta Corp. (“Embecta”), which will hold BD’s diabe

EMBECTA CORP. 1 Becton Drive Franklin Lakes, New Jersey 07417-1880 February 7, 2022

CORRESP 1 filename1.htm EMBECTA CORP. 1 Becton Drive Franklin Lakes, New Jersey 07417-1880 February 7, 2022 VIA EDGAR Jason Drory Ada D. Sarmento Division of Corporate Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Embecta Corp. Registration Statement on Form 10-12B File No. 001-41186 Dear Mr. Drory and Ms. Sarmento: Reference is

Form 10

10-12B/A 1 d192319d1012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on February 2, 2022. File No. 001-41186 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embecta Corp. (Exact name of Registrant as specified

Form of Embecta Corp. Deferred Compensation Plan**

EX-10.6 7 d192319dex106.htm EX-10.6 Exhibit 10.6 FORM OF EMBECTA DEFERRED COMPENSATION PLAN Effective [ ], 2022 TABLE OF CONTENTS Page FOREWORD 3 ARTICLE I Definitions 4 Section 1.1 “401(k) Plan” 4 Section 1.2 “401(k) Plan Non-Elective Contributions” 4 Section 1.3 “Account” or “Accounts” 4 Section 1.4 “Agreement” 4 Section 1.5 “Annual Open Enrollment Period” 4 Section 1.6 “Base Salary” 4 Section 1

Form of Separation and Distribution Agreement by and between Becton, Dickinson and Company and Embecta Corp.**

EX-2.1 2 d192319dex21.htm EX-2.1 Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 14 2.1 Transfer of Assets and Assumption of Liabilities 14 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 19 2.4 Approv

Logistics Services Agreement, dated as of January 1, 2022, by and between Becton, Dickinson and Company and Embecta Corp.**

EX-10.18 13 d192319dex1018.htm EX-10.18 Exhibit 10.18 LOGISTICS SERVICES AGREEMENT THIS LOGISTICS SERVICES AGREEMENT (this “Agreement”) is dated as of January 1, 2022, by and between: (A) EMBECTA CORP., a Delaware corporation (“Service Recipient”); and (B) BECTON, DICKINSON AND COMPANY, a company incorporated in New Jersey (“Service Provider”). Service Recipient and Service Provider may each be re

List of Subsidiaries of Embecta Corp.**

Exhibit 21.1 EMBECTA CORP. LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation 3332808 Nova Scotia Company Canada (Nova Scotia) Becton Dickinson Penel Limited Cayman Islands Becton Dickinson Penel Limited Irish Branch Ireland Berra Holdings I LLC USA (Delaware) Berra Holdings II LLC USA (Delaware) Berra Medical Devices (Shanghai) Co., Ltd. China (Shanghai) Berra Operations LLC USA (Delaware) I

Form of Distribution Agreement**

Exhibit 10.19 FORM OF DISTRIBUTION AGREEMENT1 THIS DISTRIBUTION AGREEMENT (this ?Agreement?) is dated as of [?]2, by and between: (A) [Please delete as appropriate, for APAC: MWB Shelfco 65 Pte. Ltd. / for LATAM: [Berra Operations LLC and MWB 41 S?rl] / for EMEA: MWB 41 S?rl ([for LATAM only: together] ?Supplier?); and (B) [For APAC: Becton Dickinson Holdings Pte. Ltd. / For LATAM: Becton, Dickins

Form of Tax Matters Agreement by and between Becton, Dickinson and Company and Embecta Corp.**

EX-10.2 4 d192319dex102.htm EX-10.2 Exhibit 10.2 FORM OF TAX MATTERS AGREEMENT by and between BECTON, DICKINSON AND COMPANY and EMBECTA CORP. Dated as of [•], 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1.1 General 4 Article II PAYMENTS AND TAX REFUNDS 2.1 Allocation of Tax Liabilities 11 2.2 Determination of Taxes Attributable to the SpinCo Business 12 2.3 Employment Taxes 13 2.4 Transactio

Form of Employee Matters Agreement by and between Becton, Dickinson and Company and Embecta Corp.

Exhibit 10.3 FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [?], 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 6 Section 2.01. General Principles 6 Section 2.02. Service Credit 8 Section 2.03. Adoption and Transfer and Assumption of Benefit Plans 8

Form of Embecta Corp. Director’s Deferred Compensation Plan**

Exhibit 10.7 FORM OF EMBECTA CORP. DIRECTORS? DEFERRAL PLAN Effective as of [?, 2022] On [], 2022 Becton Dickinson Corporation (?BD?) entered into a transaction whereby the public shareholders of BD would be issued stock dividends consisting of the common stock of Embecta Corp. (?Embecta?) as of the [], 2022 separation date, as described in the Form 10 filed by Embecta with the SEC on [], 2022 (th

Form of Notice of Internet Availability of Information Statement Materials**

EX-99.2 17 d192319dex992.htm EX-99.2 Exhibit 99.2 Important Notice Regarding the Availability of Materials BECTON, DICKINSON AND COMPANY You are receiving this communication because you hold securities in Becton, Dickinson & Company (“BD”). BD has released informational materials regarding the separation of BD’s Diabetes Care business from BD’s other businesses, that are now available for your rev

Form of Lease Agreement for Holdrege, Nebraska**+

Exhibit 10.16 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?), dated as of [], 2022 (the ?Commencement Date?), is made by and between Becton Dickinson Infusion Therapy Inc., a Delaware corpor

Form of Transition Services Agreement by and between Becton, Dickinson and Company and Embecta Corp.**

Exhibit 10.1 FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II SERVICES 6 Section 2.01. Services 6 Section 2.02. Performance of Services 7 Section 2.03. Charges for Services 8 Section 2.04. Reimbursement for Out-of-Pocket Costs and Expenses

Form of Cannula Supply Agreement by and between Becton, Dickinson and Company and Embecta Corp.**+

Exhibit 10.14 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF CANNULA SUPPLY AGREEMENT This CANNULA SUPPLY AGREEMENT (together with the Exhibits hereto, this ?Agreement?), is made and entered into as of [?] (the ?Effective Date?), by and betwe

Form of Intellectual Property Matters Agreement by and between Becton, Dickinson and Company and Embecta Corp.**+

Exhibit 10.17 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPR

Form of Embecta Corp. Executive Severance Plan**

Exhibit 10.5 FORM OF EMBECTA CORP. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN Table of Contents Page 1. Establishment and Purpose of Plan 1 2. Definitions and Construction 1 3. Severance Benefits For Qualifying Terminations 7 4. No Contract of Employment 10 5. Conflict in Benefits; Noncumulation of Benefits 11 6. Administration, Termination, and Amendment of Plan 11 7. Claims for Benefits 12 8

Form of Contract Manufacturing Agreement by and between Becton, Dickinson and Company and Embecta Corp.**

Exhibit 10.15 FORM OF CONTRACT MANUFACTURING AGREEMENT This Contract Manufacturing Agreement (this ?Agreement?) is made and entered into as of [?], 2022 (the ?Effective Date?) by and between Becton, Dickinson and Company, a New Jersey corporation (?BD?), and Embecta Corp., a Delaware corporation (?SpinCo?). Parent and SpinCo are sometimes referred to herein individually as a ?Party? and collective

Exhibit 99.1

EX-99.1 16 d192319dex991.htm EX-99.1 Table of Contents Exhibit 99.1 , 2022 Dear Becton, Dickinson and Company (“BD”) Shareholder: In May 2021, BD announced its plan to separate its diabetes care business into an independent public company. The separation will occur through a distribution by BD of all of the outstanding shares of a newly formed company, Embecta Corp. (“Embecta”), which will hold BD

51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212) 403-1000 FACSIMILE: (212) 403-2000

WACHTELL, LIPTON, ROSEN & KATZ MARTIN LIPTON HERBERT M. WACHTELL THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MARC WOLINSKY STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSS

Amended and Restated Certificate of Incorporation of Embecta Corp. (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form 10 filed by the Registrant on February 3, 2022)

Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMBECTA CORP. Embecta Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the ?DGCL?), hereby certifies as follows: 1. The name of this Corporation is Embecta Cor

Information Statement of Embecta Corp., preliminary and subject to completion, dated December 21, 2021

Table of Contents Exhibit 99.1 , 2021 Dear Becton, Dickinson and Company (?BD?) Shareholder: In May 2021, BD announced its plan to separate its diabetes care business into an independent public company. The separation will occur through a distribution by BD of all of the outstanding shares of a newly formed company, Embecta Corp. (?Embecta?), which will hold BD?s diabetes care business. The separa

Form of Transition Services Agreement by and between Becton, Dickinson and Company and Embecta Corp.

Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II SERVICES 6 Section 2.01. Services 6 Section 2.02. Performance of Services 7 Section 2.03. Charges for Services 8 Section 2.04. Reimbursement for Out-of-Pocket Costs and Expenses 8 Sectio

As filed with the Securities and Exchange Commission on December 21, 2021.

10-12B 1 d192319d1012b.htm 10-12B As filed with the Securities and Exchange Commission on December 21, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embecta Corp. (Exact name of Registrant as specified in its charter) Delaware 87-

Letter Agreement, dated as of August 13, 2021, by and between BD and Shaun Curtis. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

Exhibit 10.10 BD 1 Becton Drive Franklin Lakes, NJ 07417 www.bd.com Date: August 13, 2021 To: Shaun Curtis From: Dev Kurdikar Subject: SVP, Global Manufacturing and Supply Chain Dear Shaun, It is contemplated that within the coming months, BD will spin off Diabetes Care into a new publicly owned corporation (?NewCo?). I am pleased to confirm that effective the date of the spin-off, you will be app

Change in Control Employment Agreement, dated as of February 10, 2021, by and between BD and Devdatt Kurdikar. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

Exhibit 10.13 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 10th day of February, 2021 (this ?Agreement?), by and between Becton, Dickinson and Company, a New Jersey corporation (the ?Company?), and Dev Kurdikar (the ?Executive?). WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is in the best interests of the Company and its shareholders to assure that the Com

Letter Agreement, dated as of February 24, 2021, by and between BD and Ajay Kumar. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

Exhibit 10.11 BD 1 Becton Drive Franklin Lakes, NJ 07417 www.bd.com Date: February 24, 2021 To: Ajay Kumar From: Betty Larson Subject: Berra CHRO Offer Dear Ajay, It is contemplated that within the coming months, BD will spin off Berra into a new publicly owned corporation (?NewCo?). I am pleased to confirm that upon the effective date of the Berra spin-off, you will be appointed Chief Human Resou

Letter Agreement, dated as of January 25, 2021, by and between BD and Devdatt Kurdikar. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

EX-10.8 8 d192319dex108.htm EX-10.8 Exhibit 10.8 bd.com January 25, 2021 Devdatt L. Kurdikar Dear Dev: Congratulations on your offer of employment! BD (Becton, Dickinson and Company) is one of the largest global medical technology companies in the world that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. We support the heroes on the frontline

Letter Agreement, dated as of May 26, 2021, by and between BD and Jeff Mann. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

EX-10.12 12 d192319dex1012.htm EX-10.12 Exhibit 10.12 bd.com May 26, 2021 Jeff Mann Dear Jeff: Congratulations on your offer of employment! BD (Becton, Dickinson and Company) is one of the largest global medical technology companies in the world that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. We support the heroes on the frontlines of hea

Form of Cannula Supply Agreement by and between Becton, Dickinson and Company and Embecta Corp.+

EX-10.14 14 d192319dex1014.htm EX-10.14 Exhibit 10.14 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CANNULA SUPPLY AGREEMENT This CANNULA SUPPLY AGREEMENT (together with the Exhibits hereto, this “Agreement”), is made and entered into as of [•] (the

Amended and Restated Bylaws of Embecta Corp. (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Form 10 filed by the Registrant on February 3, 2022)

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF EMBECTA CORP. These Amended and Restated Bylaws (these ?Bylaws?) of Embecta Corp., a Delaware corporation (the ?Corporation?), are effective as of [ ], 2022 and hereby amend and restate the previous bylaws of the Corporation in its entirety: ARTICLE 1 OFFICES AND RECORDS Section 1. Offices. The address of the registered office of the Corporation i

Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Form 10 filed by the Registrant on February 3, 2022)

EX-10.4 7 d192319dex104.htm EX-10.4 Exhibit 10.4 EMBECTA CORP. 2022 EMPLOYEE AND DIRECTOR EQUITY-BASED COMPENSATION PLAN Section 1. Purpose. The purpose of the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan is to provide an incentive to employees of the Company and its subsidiaries to achieve long-range goals, to aid in attracting and retaining employees and directors of o

Form of Logistics Services Agreement

EX-10.18 15 d192319dex1018.htm EX-10.18 Exhibit 10.18 LOGISTICS SERVICES AGREEMENT THIS LOGISTICS SERVICES AGREEMENT (this “Agreement”) is dated as of [•], by and between: (A) BERRA OPERATIONS LLC, a Delaware limited liability company (“Service Recipient”); and (B) BECTON, DICKINSON AND COMPANY, a company incorporated in New Jersey (“Service Provider”). Service Recipient and Service Provider may e

Form of Employee Matters Agreement by and between Becton, Dickinson and Company and Embecta Corp.

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [?], 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 6 Section 2.01. General Principles 6 Section 2.02. Service Credit 8 Section 2.03. Adoption and Transfer and Assumption of Benefit Plans 8 ARTICLE

Form of Separation and Distribution Agreement by and between Becton, Dickinson and Company and Embecta Corp.

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 14 2.1 Transfer of Assets and Assumption of Liabilities 14 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 19 2.4 Approvals and Notifications 21 2.5 Novation of

Letter Agreement, dated as of April 9, 2021, by and between BD and Jacob Elguicze. (Incorporated by reference to the Company’s Information Statement on Form 10 filed December 21, 2021.) (+)

Exhibit 10.9 bd.com April 9, 2021 Jake Elguicze Dear Jake: Congratulations on your offer of employment! BD (Becton, Dickinson and Company) is one of the largest global medical technology companies in the world that is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. We support the heroes on the frontlines of health care by developing innovative te

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83

Table of Contents Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 , 2021 Dear Becton, Dickinson and Company (?BD?) Shareholder: In May 2021, BD announced its plan to separate its diabetes care business into an independent public company. The separation will occur through a distribution by BD of all of the outstanding shares of a newly formed

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MARTIN LIPTON HERBERT M. WACHTELL THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MARC WOLINSKY STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 3, 2021. This draft registration statement has not been publicly filed with

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 3, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. 001- UNITED STATES SECURITIES AND EXCHANGE C

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 , 2021 Dear Becton, Dickinson and Company (?BD?) Shareholder: In May 2021, BD announced its plan to separate its diabetes care business into an independent public company. The separation will occur through a distribution by BD of all of the outstanding shares of a newly formed company, Berra New

Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 15, 2021. This draft registration statement has not been publicly filed with the

DRS 1 filename1.htm Confidential Treatment Requested by Berra Newco, Inc. pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 15, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. 001- UNITED STATES SECURITIE