Waters (WAT) SVP gains 1,385 shares; 43 withheld for taxes

Rhea-AI Filing Summary

Waters Corporation senior vice president Jianqing Bennett reported equity compensation activity involving company common stock. On February 4, 2026, Bennett acquired 1,385 shares at $0 per share upon certification of performance-based restricted stock units that were originally granted on February 8, 2023, and tied to service and performance conditions.

The units convert into common stock on a one-to-one basis upon vesting and settlement, with full vesting scheduled upon satisfaction of the service-based requirement on March 1, 2026. On February 5, 2026, 43 shares at $376.89 per share were withheld by Waters to cover tax obligations related to previously reported restricted stock unit vesting, leaving Bennett with 6,258 directly held shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bennett Jianqing

(Last) (First) (Middle)

34 MAPLE STREET

(Street)

MILFORD MA 01757

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP TA Instruments Division

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		A		1,385(1)	A	$0	6,301	D
Common Stock	02/05/2026		F		43(2)	D	$376.89	6,258	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance-based restricted stock units ("PSUs") originally granted on February 8, 2023, subject to pre-determined service and performance-based vesting requirements. The level of achievement of the performance-based vesting requirement for the PSUs was certified by the Issuer's Compensation Committee on February 4, 2026, and the PSUs will vest in full upon satisfaction of the service-based vesting requirement on March 1, 2026. The PSUs are convertible into shares of the Issuer's Common Stock on a one-to-one basis upon vesting and settlement.

2. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of previously reported restricted stock units.

	/s/ Michael Lynn, attorney-in-fact for Jianqing Bennett	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Waters (WAT) report for Jianqing Bennett?

Waters reported that SVP Jianqing Bennett acquired 1,385 shares of common stock at $0 per share from performance-based restricted stock units, and had 43 shares withheld at $376.89 per share to satisfy tax obligations tied to previously vested restricted stock units.

Why did Jianqing Bennett receive 1,385 Waters (WAT) shares on February 4, 2026?

Bennett received 1,385 shares upon certification of performance-based restricted stock units granted February 8, 2023. These PSUs were subject to pre-determined service and performance vesting requirements and convert into Waters common stock on a one-to-one basis when vesting and settlement occur.

What do the performance-based restricted stock units for Waters (WAT) represent?

The PSUs represent a right to receive Waters common stock if service and performance goals are met. After the Compensation Committee certified achievement on February 4, 2026, the units are scheduled to vest in full when the remaining service requirement is satisfied on March 1, 2026.

Why were 43 Waters (WAT) shares withheld from Jianqing Bennett?

The 43 shares of Waters common stock were withheld by the company to cover tax withholding obligations. This withholding was connected to the vesting and settlement of previously reported restricted stock units, rather than an open-market sale initiated by Bennett.

How many Waters (WAT) shares does Jianqing Bennett hold after these transactions?

Following the reported equity compensation transactions, Bennett directly holds 6,258 shares of Waters common stock. This balance reflects the 1,385-share PSU-related acquisition and the 43 shares withheld to satisfy associated tax obligations disclosed in the filing.

When will Jianqing Bennett’s Waters (WAT) PSUs fully vest?

The performance-based restricted stock units are scheduled to vest in full on March 1, 2026. Vesting occurs once the remaining service-based requirement is satisfied, following the Compensation Committee’s February 4, 2026 certification of the performance-based vesting condition.