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Waters Corp 8-K Filings

WAT NYSE

Every 8-K that Waters Corp (WAT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow WAT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WAT filings page.

Rhea-AI Summary

WATERS CORP (symbol WAT) reports an executive leadership change in its Waters Analytical Sciences Division. On August 17, 2026, Robert L. Carpio III notified the company of his decision to resign from his role as Senior Vice President, Waters Analytical Sciences Division to pursue other opportunities, and he relinquished his duties effective August 20, 2026.

Tina Wu, currently Senior Vice President, Waters Materials Sciences Division and President, China, will assume the role of Senior Vice President, Waters Analytical Sciences Division. Ms. Wu joined Waters in June 2026 and has more than two decades of global business-to-business leadership experience across R&D, commercial operations and manufacturing, including over 20 years at DuPont where she led businesses with approximately $1 billion to $2.3 billion in annual net sales and most recently served as Global Vice President, President of DuPont Mobility & Materials since 2021.

Rhea-AI Summary

Waters Corporation reported strong top-line growth for the quarter ended July 4, 2026, with net revenue of $1.645 billion, up from $771 million a year earlier. Organic revenue was $828 million versus $771 million, representing 7% organic reported growth and 9% in constant currency, while the recently acquired Biosciences and Diagnostic Solutions businesses contributed $817 million. By division, Analytical Sciences delivered $669 million, Biosciences $368 million, Advanced Diagnostics $521 million, and Materials Sciences $87 million.

Despite this growth, acquisition-related purchase accounting charges and other costs led to a GAAP diluted loss per share of $(1.39), compared with EPS of $2.47 in the prior-year quarter. Adjusted diluted EPS rose to $3.05 from $2.95. Operating cash flow for the quarter was $200 million and adjusted free cash flow was $202 million. The company raised full-year 2026 guidance, now expecting total revenue of $6.415–$6.476 billion and adjusted EPS of $14.45–$14.65, implying 7–9% organic constant currency revenue growth. Debt increased to $5.086 billion at July 4, 2026, reflecting financing for recent acquisitions, while total stockholders’ equity rose to $15.195 billion.

Rhea-AI Summary

Waters Corporation reported the results of its annual stockholder meeting, where approximately 90,729,508 shares, or about 92.4% of shares entitled to vote, were present or represented by proxy. Stockholders re-elected all nominated directors to the Board, with each candidate receiving a substantial majority of votes cast.

Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, they adopted a non-binding, advisory resolution approving the compensation paid to the company’s named executive officers.

Rhea-AI Summary

Waters Corporation reported strong first quarter 2026 results, with net revenue of $1.267 billion and adjusted diluted EPS of $2.70. This quarter is the first to include the acquired Biosciences and Diagnostic Solutions businesses from Becton, Dickinson and Company.

Organic revenue was $747 million, up 13% as reported and 11% in constant currency versus the first quarter of 2025. Revenue from the acquired Biosciences and Diagnostic Solutions operations contributed $520 million on an owned-period basis.

On a GAAP basis, Waters recorded a diluted loss per share of $0.87, compared to diluted EPS of $2.03 a year earlier, mainly due to acquisition-related purchase accounting charges. Management raised full-year 2026 organic revenue growth and adjusted EPS guidance, reflecting increased momentum across the combined businesses.

Rhea-AI Summary

Waters Corporation’s subsidiary Augusta SpinCo Corporation completed a $3.5 billion public offering of senior unsecured notes across five tranches maturing between 2027 and 2036, with coupon rates ranging from 4.321% to 5.245%.

The notes are fully and unconditionally guaranteed on a senior unsecured basis by Waters Corporation and certain subsidiaries that also guarantee existing credit facilities. Waters intends to use the net proceeds, together with cash on hand, to repay $3.5 billion of indebtedness outstanding under a delayed draw term loan incurred in February 2026, effectively refinancing that borrowing with longer-term bond debt.

Rhea-AI Summary

Waters Corporation filed a Form 8-K to provide detailed historical and pro forma financial information for Becton, Dickinson’s former Biosciences and Diagnostic Solutions business acquired on February 9, 2026. The filing includes unaudited condensed combined financial statements, multi-year MD&A, and pro forma combined results for Waters and the acquired business.

For the three months ended December 31, 2025, the BDS Business generated revenues of $766 million, down from $834 million a year earlier, with net income of $49 million versus $78 million. Operating income fell to $35 million from $94 million, and gross margin declined as higher tariffs and labor costs more than offset productivity gains.

Segment data show Biosciences quarterly revenue of $327 million and Diagnostic Solutions revenue of $439 million, both lower than the prior year. For BD’s fiscal year 2025, the BDS Business reported worldwide revenues of $3,296 million, slightly below 2024, but maintained solid profitability with segment operating margins in the mid-teens to mid-30% range.

Rhea-AI Summary

Waters Corporation completed its previously announced Reverse Morris Trust transaction combining Becton, Dickinson’s Biosciences and Diagnostic Solutions business with Waters. BD shareholders received 38,541,851 shares of Waters common stock and now hold about 39.2% of the combined company on a fully diluted basis, while former Waters shareholders hold about 60.8%.

The BD carve-out business (SpinCo) paid BD $4.0 billion in cash funded by a new $4.0 billion unsecured term loan facility, split between a $3.5 billion 364‑day tranche and a $500 million two‑year tranche, guaranteed by Waters and key subsidiaries. For the year ended September 30, 2025, the acquired BDS Business generated $3,296 million in revenue and $353 million in net income.

Waters also expanded its board from 10 to 11 members and appointed genome scientist Claire M. Fraser, Ph.D., who will receive standard non‑employee director cash and equity compensation, including an initial equity grant valued at $229,166.

Rhea-AI Summary

Waters Corporation reported solid fourth quarter and full-year 2025 results and issued strong 2026 guidance alongside closing its acquisition of BD Biosciences and Diagnostic Solutions. Fourth quarter 2025 sales were $932 million, up 7%, with non-GAAP EPS up 10% to $4.53, while GAAP diluted EPS slipped slightly to $3.77.

For full-year 2025, sales grew 7% to $3.17 billion, GAAP EPS was $10.76 versus $10.71, and non-GAAP EPS rose 11% to $13.13. Growth was led by pharmaceutical and industrial markets and by recurring service and chemistry revenues. Cash and cash equivalents increased to $587.8 million, and debt declined to $1.41 billion.

For 2026, Waters expects total reported revenue of $6.41–$6.46 billion including about $3.0 billion from the acquired BD businesses and revenue synergies, with organic reported revenue of $3.36–$3.41 billion. Full-year 2026 non-GAAP EPS is guided to $14.30–$14.50, implying roughly 8.9–10.4% growth, while GAAP EPS is projected at $6.63–$6.83 due to acquisition-related charges.

Rhea-AI Summary

Waters Corporation reports that its shareholders have approved the issuance of Waters common stock needed to complete its previously announced Reverse Morris Trust transaction with Becton, Dickinson and Company and Augusta SpinCo Corporation. At a special meeting, approximately 54,072,110 shares of Waters common stock, or about 90.80% of the shares entitled to vote, were present or represented by proxy, providing a strong quorum.

Shareholders approved the share issuance proposal with 53,910,265 votes in favor, 136,468 against and 25,377 abstentions. Because this proposal passed, a related adjournment proposal was not called for a vote. Following this approval, the companies expect the transaction to close on February 9, 2026, subject to satisfaction or waiver of remaining customary closing conditions.

Rhea-AI Summary

Waters Corporation is moving ahead with its planned Reverse Morris Trust merger with Becton, Dickinson’s Biosciences and Diagnostic Solutions business, to be combined through SpinCo as a wholly owned Waters subsidiary. A special shareholder meeting is scheduled for January 27, 2026, and the Form S-4 proxy/prospectus is already effective and mailed.

Two stockholder lawsuits and several demand letters claim the proxy omitted material information. While disputing these claims, Waters is voluntarily supplementing its disclosures to avoid delay and added cost. The filing adds detailed long-range projections for Waters and SpinCo, including revenue, Adjusted EBITDA and unlevered free cash flow through 2034, along with expanded valuation work by Barclays. For Waters, a discounted cash flow analysis using a 9.0%–10.0% discount rate and 16.0x–18.0x terminal multiples implied equity values of $20.9 billion to $24.7 billion, or $348.11 to $410.57 per share. Barclays’ analysis of the BD business produced enterprise value ranges of $16.8 billion–$19.7 billion stand‑alone and $19.6 billion–$23.1 billion including expected synergies. The filing also summarizes comparable companies, precedent transactions and broker target prices for Waters, with a range of $350.00 to $460.00 per share and a median of about $375.00.

Rhea-AI 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.

Rhea-AI Summary

Waters Corporation furnished an 8-K announcing results of operations for the quarter ended September 27, 2025, with a related press release provided as Exhibit 99.1. The materials in Item 2.02 are furnished and not deemed filed under the Exchange Act.

The company also referenced a proposed transaction among Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. In connection with this proposal, the parties intend to file a Form S-4 that will include a proxy statement/prospectus for Waters and a Form 10 for SpinCo, which will serve as an information statement/prospectus for SpinCo’s spin-off from BD. Waters noted this communication is not an offer to sell or solicit the purchase of securities, and that definitive proxy materials will be mailed to stockholders when available via the SEC’s website and company investor pages.

Rhea-AI 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).

Rhea-AI Summary

Waters Corporation (NYSE: WAT) filed an 8-K to disclose a material strategic transaction. The company has signed an agreement to combine Becton, Dickinson & Company’s (BD) Biosciences and Diagnostics Solutions business with Waters (the “Proposed Transaction”). No financial terms, deal value, or pro-forma forecasts were provided in the filing.

Key highlights

  • Transaction scope: The combination would add BD’s Biosciences and Diagnostics Solutions unit to Waters’ existing analytical-instrument franchise, potentially expanding Waters’ end-market exposure from life-science research into clinical diagnostics.
  • Communication timeline: A joint conference call and webcast was scheduled for 8:00 a.m. ET on 14 July 2025. The related press release (Ex. 99.1) and investor presentation (Ex. 99.2) are furnished—but not filed—under Regulation FD.
  • Regulatory & shareholder approvals: Completion is subject to customary closing conditions, including Waters shareholder approval and multiple regulatory clearances.
  • Forward-looking statements & risks: Waters lists 17 specific risk factors that could cause the deal to fail or the combined company to under-perform. Prominent risks include antitrust hurdles, integration complexity, cost overruns, talent retention, tax treatment, and potential litigation.

Accounting treatment: Because the information is furnished under Item 7.01 (Regulation FD) rather than 1.01 (Entry into a Material Definitive Agreement), it is not deemed “filed” for Section 18 liability.

Take-away: The announcement signals Waters’ intent to accelerate growth through a transformative acquisition, but material uncertainties remain until financial terms, financing structure, and regulatory feedback are disclosed.