Waters SEC Filings

Waters Corporation director Claire Fraser reported equity awards consisting of stock options and restricted common shares. On February 25, 2026, she was granted options for 877 shares of common stock at an exercise price of $0.0000 per share and 358 shares of common stock at no cost, both as awards rather than open-market purchases.

According to the disclosures, all 358 common shares are subject to restrictions that lapse on February 9, 2027. The 877 stock options will fully vest and become exercisable on the same date, aligning Fraser’s longer-term incentives with Waters’ future performance.

Waters Corporation director Richard H. Fearon reported awards of stock-based compensation. On February 25, 2026, he acquired a stock option covering 57 shares of common stock at an exercise price of $0.00 per share, which will vest and become exercisable on February 9, 2027.

He also received 23 shares of restricted common stock at no cost, subject to restrictions that lapse in full on February 9, 2027. Following these awards, he directly owned 2,302 shares of Waters common stock.

Waters Corporation director Daniel J. Brennan reported equity awards that increase his direct ownership in the company. He received a stock option covering 57 shares of common stock at an exercise price of $0.00 per share, and a grant of 23 shares of restricted common stock, both on February 25, 2026.

The restricted shares remain subject to restrictions until February 9, 2027, when they fully lapse. All 57 option shares will vest and become exercisable on the same February 9, 2027 date. Following these grants, Brennan directly owns 1,355 shares of Waters common stock.

Waters Corp director Linda Baddour reported receiving new equity awards. On February 25, 2026, she acquired stock options for 57 shares of common stock at an exercise price of $0.00 per share and 23 shares of common stock granted at no cost.

All 57 option shares and the 23 restricted common shares vest on February 9, 2027. Following these grants, she directly holds 2,899 shares of common stock and 57 stock options in Waters Corp.

Ornskov Flemming reported acquisition or exercise transactions in this Form 4 filing.

Waters Corp director Flemming Ornskov reported equity awards, not open-market trades. On February 25, 2026, he received a grant of 336 shares of common stock at no cash cost, increasing his directly held common shares to 5,271.

He also received a stock option for 57 shares at no cash cost. According to the footnotes, the 336-share award is subject to restrictions that lapse on February 9, 2027, and all 57 option shares will vest and become exercisable on February 9, 2027.

Waters Corporation filed its annual report describing a major expansion and evolving risk profile. The company remains a global leader in liquid chromatography, mass spectrometry and thermal analysis, serving pharmaceutical, industrial, academic and government customers, with 59% of 2025 net sales from pharmaceutical accounts and 69% of sales generated outside the U.S.

The centerpiece is the $16.8 billion acquisition of BD’s Biosciences and Diagnostic Solutions businesses, structured as a Reverse Morris Trust. BD shareholders now own about 39.2% of the combined company and Waters shareholders 60.8%. Management projects approximately $200 million in cost synergies within three years and $290 million in revenue synergies within five years, alongside restructuring of manufacturing, supply chain and commercial infrastructure.

Waters assumed $4.0 billion of new debt through SpinCo, on top of $1.4 billion outstanding as of December 31, 2025, and plans to refinance a $3.5 billion tranche in early 2026. The report highlights integration challenges, higher leverage, restrictions under a Tax Matters Agreement, macroeconomic and China-related demand risks, competitive pressures, product quality and AI-related risks, but underscores continued investment in R&D, new instruments and software, and a broad, diversified customer base.

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.

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.

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.