Waters (NYSE: WAT) outlines JP Morgan presentation and BD SpinCo filings

Rhea-AI Filing Summary

Waters Corporation is furnishing an investor presentation as Exhibit 99.1 in connection with its appearance at the J.P. Morgan Healthcare Conference on January 12, 2026. The presentation and subsequent Q&A will provide high-level commentary on Waters’ business performance, and a transcript will be made available on the company’s website in the Investors section under “Events & Presentations.” The information in this report, including Exhibit 99.1, is being furnished rather than filed under the Exchange Act.

The report also highlights a proposed transaction involving Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company, supported by a Form S-4 registration statement with a proxy statement/prospectus for Waters and a Form 10 information statement for SpinCo. These documents, which were declared effective in late December 2025 and mailed to Waters shareholders of record as of December 19, 2025, are available for free on the SEC’s website and on the corporate websites of Waters and BD.

WATERS CORP /DE/ NYSE false 0001000697 0001000697 2026-01-12 2026-01-12

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): January 12, 2026

Waters Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		01-14010		13-3668640
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

34 Maple Street

Milford, Massachusetts 01757

(Address of Principal Executive Offices) (Zip Code)

(508) 478-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		WAT		New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Waters Corporation (the “Company” or “Waters”) is furnishing as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) an investor presentation (the “Presentation”) that it will present at the J.P. Morgan Healthcare Conference (the “Conference”) on January 12, 2026, which, along with the subsequent Q&A session, will include high-level commentary on the Company’s business performance. A transcript of the Presentation will be available on the Waters Corporation website, www.waters.com, in the Investors section under the heading “Events & Presentations.”

The information contained in this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly provided by specific reference in such filing.

Additional Information and Where to Find It

This Current Report is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

In connection with the proposed transaction between Waters, Augusta SpinCo Corporation (“SpinCo”) and Becton, Dickinson and Company (“BD”), the parties have filed relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 filed by Waters (the “Form S-4”) that includes a preliminary proxy statement/prospectus of Waters, and a registration statement on Form 10 filed by SpinCo (the “Form 10”) that incorporates by reference certain portions of the Form S-4 and serves as an information statement in connection with the spin-off of SpinCo from BD. The Form S-4 was declared effective by the SEC on December 23, 2025, and Waters filed a definitive proxy statement/prospectus with the SEC on December 23, 2025. The definitive proxy statement/prospectus was mailed, on or about December 23, 2025, to Waters shareholders of record as of December 19, 2025. The Form 10 was declared effective on December 31, 2025. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the definitive proxy statement/prospectus and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters’ website at waters.com under the tab “About Waters” and under the heading “Investor Relations” and subheading “Financials—SEC Filings.” Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD’s website at bd.com under the tab “About BD” and under the heading “Investors” and subheading “SEC Filings.”

Participants in the Solicitation

Waters and BD and their respective directors and executive officers may be considered participants in the solicitation of proxies from Waters’ stockholders in connection with the proposed transaction. Information about the directors and executive officers of Waters is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 25, 2025, and its proxy statement for its 2025 annual meeting, which was filed with the SEC on April 9, 2025. To the extent holdings of Waters’ securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Waters and other information regarding

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the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus filed with the SEC and other relevant materials filed with or to be filed with the SEC regarding the proposed transaction. Information about the directors and executive officers of BD is set forth in its Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the SEC on November 25, 2025, and its proxy statement for its 2026 annual meeting, which was filed with the SEC on December 18, 2025. To the extent holdings of BD’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Waters’ website and BD’s website as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description of Exhibits
99.1		Investor Presentation Dated January 12, 2026.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WATERS CORPORATION
Dated: January 12, 2026		By:		/s/ Keeley A. Aleman
		Name:		Keeley A. Aleman
		Title:		Senior Vice President, General Counsel and Secretary

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FAQ

What did Waters Corporation (WAT) disclose in this current report?

Waters Corporation furnished an investor presentation as Exhibit 99.1 related to its appearance at the J.P. Morgan Healthcare Conference on January 12, 2026. The presentation will include high-level commentary on the company’s business performance, and a transcript will be posted in the Investors section of waters.com under “Events & Presentations.”

What is contained in Exhibit 99.1 for Waters Corporation (WAT)?

Exhibit 99.1 is an investor presentation dated January 12, 2026, that Waters plans to present at the J.P. Morgan Healthcare Conference. It is described as providing high-level commentary on Waters’ business performance, and a transcript of the presentation will be made available on the company’s website.

Does this Waters Corporation (WAT) report relate to a proposed transaction with BD and Augusta SpinCo?

Yes. The report references a proposed transaction involving Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. It notes that a Form S-4 registration statement filed by Waters includes a proxy statement/prospectus and that a Form 10 filed by SpinCo serves as an information statement for the spin-off of SpinCo from BD.

Where can Waters (WAT) and BD investors find documents about the proposed transaction?

Investors can obtain free copies of the Form S-4, the definitive proxy statement/prospectus, the Form 10 and related filings on the SEC’s website at www.sec.gov. Documents filed by Waters are also available on waters.com under “About Waters” > “Investor Relations” > “Financials—SEC Filings,” and documents filed by BD and SpinCo are available on bd.com under “About BD” > “Investors” > “SEC Filings.”

Does this Waters Corporation (WAT) report constitute an offer to sell securities?

No. The report explicitly states that it does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, nor a solicitation of any vote or approval. Any offering or sale of securities would only be made by means of a prospectus meeting Section 10 of the Securities Act and otherwise in accordance with applicable law.

Who may be participants in the proxy solicitation related to the Waters (WAT) proposed transaction?

The report states that Waters and BD and their respective directors and executive officers may be considered participants in the solicitation of proxies from Waters’ stockholders in connection with the proposed transaction. Information about these individuals and their interests is included in Waters’ and BD’s Annual Reports, proxy statements, and the definitive proxy statement/prospectus filed with the SEC.