Claire Fraser joins Waters (WAT) board with 131 shares from SpinCo deal

Rhea-AI Filing Summary

Waters Corp director Claire Fraser reported her initial ownership of 131 shares of Waters common stock, held directly. According to the disclosure, 128 of these shares were received on February 9, 2026 in exchange for 953 shares of Augusta SpinCo common stock immediately before her appointment to the board. The remaining 3 shares were already held by her at that time. The spin-related transactions included a distribution of one Augusta SpinCo share for each Becton, Dickinson and Company share held as of the close of business on February 5, 2026, followed by an exchange of each SpinCo share for approximately 0.135343148384084 Waters common shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fraser Claire

(Last) (First) (Middle)

34 MAPLE STREET

(Street)

MILFORD MA 01757

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2026

3. Issuer Name and Ticker or Trading Symbol
WATERS CORP /DE/ [ WAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	131(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents (i) 128 shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer received by the reporting person on February 9, 2026, immediately prior to the reporting person's appointment to the board of directors of the Issuer, in exchange for 953 shares of common stock, par value $0.01 per share ("SpinCo Common Stock"), of Augusta SpinCo Corporation ("SpinCo") in connection with the transactions (the "Transactions") set forth in that certain Agreement and Plan of Merger, dated as of July 13, 2025, by and among the Issuer, Becton, Dickinson and Company ("BD"), SpinCo and Beta Merger Sub, Inc., and the Separation Agreement, dated as of July 13, 2025, by and among the Issuer, BD and SpinCo, and (ii) 3 shares of Common Stock held by the reporting person at the time of the reporting person's appointment to the board of directors of the Issuer and prior to the consummation of the Transactions.

2. (Continued from footnote 1) The Transactions included a distribution of one share of SpinCo Common Stock for each issued and outstanding share of BD common stock, par value $1.00 per share, held by BD shareholders as of the close of business on February 5, 2026, and the subsequent exchange of each such share of SpinCo Common Stock for 0.135343148384084 shares of Common Stock of the Issuer.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Kimberly Larie, attorney-in-fact for Claire Fraser	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What does Claire Fraser’s Form 3 filing for WAT disclose?

The filing shows Claire Fraser’s initial beneficial ownership of 131 shares of Waters common stock held directly. It explains that most shares came from an exchange of Augusta SpinCo stock related to separation and merger agreements involving Waters and Becton, Dickinson and Company.

How many Waters (WAT) shares does Claire Fraser beneficially own?

Claire Fraser beneficially owns 131 shares of Waters common stock, held directly. This total includes 128 shares received through an exchange of Augusta SpinCo stock on February 9, 2026, plus 3 shares she already held at the time of her board appointment.

How did Claire Fraser receive most of her Waters (WAT) shares?

She received 128 Waters shares on February 9, 2026 in exchange for 953 Augusta SpinCo shares. Those SpinCo shares arose from transactions governed by merger and separation agreements among Waters, Becton, Dickinson and Company, Augusta SpinCo Corporation, and a merger subsidiary.

What was the exchange ratio between Augusta SpinCo and Waters (WAT) shares?

Each share of Augusta SpinCo common stock was exchanged for approximately 0.135343148384084 shares of Waters common stock. This exchange followed a distribution of one SpinCo share for each Becton, Dickinson and Company share held as of February 5, 2026.

What role does Claire Fraser hold at Waters (WAT) in this filing?

Claire Fraser is identified as a director of Waters Corp in the filing. The reported share ownership reflects her holdings immediately prior to and at the time of her appointment to the board of directors, including shares obtained via the SpinCo exchange transactions.

How were Becton, Dickinson and Company shareholders involved in the Waters (WAT) transactions?

Becton, Dickinson and Company shareholders received one Augusta SpinCo share for each BD share owned as of close of business on February 5, 2026. Each SpinCo share was then exchanged for approximately 0.135343148384084 Waters common shares, linking BD shareholders to Waters stock.