Waters 8-K flags Q2 results & planned transaction with Becton Dickinson

Rhea-AI Filing Summary

Waters Corporation (NYSE: WAT) filed an 8-K dated 4-Aug-2025. Under Item 2.02 the Company furnished, but did not file, a press release (Exhibit 99.1) detailing results for the quarter ended 28-Jun-2025; the actual revenue, EPS and margin figures are not included in the text of this report.

The filing also discloses preparations for a multi-step transaction involving Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. The parties plan to submit a Form S-4 (proxy/​prospectus) and a Form 10 (information statement) to the SEC in connection with a spin-off of SpinCo from BD and its subsequent combination with Waters. Investors are urged to review those future documents when available.

No pro-forma financials, valuation terms, timing or regulatory approvals are provided at this stage. Apart from standard safe-harbor language and emerging-growth-company check-boxes, the only other material content is the exhibit list (99.1 press release; 104 Inline XBRL cover).

Positive

• Strategic transaction signaled: Waters intends to engage in a spin-off/combination with BD’s SpinCo, suggesting potential portfolio realignment.

Negative

• No quantitative data disclosed: The 8-K omits actual Q2 financial metrics, limiting immediate assessment of operating performance.

Insights

Sell-Side Financial Analyst

TL;DR: Filing signals Q2 release and potential BD spin-off, but lacks metrics; market impact neutral until details emerge.

The 8-K is informational rather than analytical. Investors learn that Q2 results exist and a transaction with BD is contemplated, yet neither earnings nor deal economics are disclosed. Until Exhibit 99.1 is reviewed and the Form S-4 is filed, it is impossible to gauge growth trends or accretion/dilution. As such, today’s disclosure is unlikely to move models or price targets.

M&A Specialist

TL;DR: Transaction framework announced, but absence of structure, valuation or timeline makes impact indeterminate.

The reference to a Waters–SpinCo–BD deal hints at a complex spin-merge scenario that could reshape Waters’ portfolio. However, without definitive terms—purchase price, tax rulings, debt structure—investors cannot assess value creation or execution risk. Regulatory-filing road-map is standard; until the Form S-4 surfaces, this remains a watch item rather than an actionable event.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

WATERS CORP /DE/ NYSE false 0001000697 0001000697 2025-08-04 2025-08-04

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 4, 2025

Waters Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-14010		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 2.02 Results of Operations and Financial Condition

On August 4, 2025, Waters Corporation (“Waters” or the “Company”) announced its results of operations for the quarter ended June 28, 2025. A copy of the related press release is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Additional Information and Where to Find It

This Form 8-K 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 intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 to be filed by Waters (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Waters and a definitive proxy statement/prospectus of Waters, the latter of which will be mailed to stockholders of Waters, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from BD. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY 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 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at 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 the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials 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, 2024, which was filed with the SEC on November 27, 2024, and its proxy statement for its 2025 annual meeting, which was filed with the SEC on December 19, 2024. 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

Exhibits
99.1		Waters Corporation press release dated August 4, 2025, for the quarter ended June 28, 2025.
104		Cover page Interactive Date File (embedded within the Inline XBRL document).

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: August 4, 2025				By:		/s/ Amol Chaubal
				Name:		Amol Chaubal
				Title:		Senior Vice President and Chief Financial Officer
						(Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Waters (WAT) disclose in the 8-K dated August 4 2025?

It furnished a press release with Q2 results and announced plans for a transaction with BD and Augusta SpinCo.

Are Waters’ Q2 2025 financial results included in the filing?

No. The numbers are only in Exhibit 99.1, which is furnished but not reproduced in the 8-K text.

What is the proposed transaction between Waters and Becton, Dickinson?

A spin-off of BD’s Augusta SpinCo Corp. followed by its combination with Waters; details will appear in future SEC filings.

Will this 8-K affect Waters’ liability under Section 18 of the Exchange Act?

No. Item 2.02 information is furnished, not filed, and is expressly excluded from Section 18 liability.

Where can investors find future documents about the Waters-BD transaction?

On the SEC’s Edgar database (sec.gov) and the investor relations sites of Waters and BD once filed.