Waters SEC Filings

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.

Waters Corp SVP & CFO Amol Chaubal reported equity compensation activity. On February 4, 2026, he acquired 1,884 shares of common stock at $0 following the vesting of previously granted performance-based restricted stock units, increasing his direct holdings to 7,108.393 shares.

On February 5, 2026, 58 shares at $376.89 were withheld by Waters to cover tax obligations tied to earlier restricted stock unit vesting, leaving Chaubal with 7,050.393 directly owned shares. The performance-based units were originally granted on February 8, 2023 and are scheduled to vest in full on March 1, 2026, converting to common stock on a one-to-one basis upon vesting and settlement.

Waters Corporation President and CEO Udit Batra reported equity award activity involving company common stock. On February 4, 2026, he acquired 7,066 shares at $0 upon certification of performance-based restricted stock units granted in 2023. These PSUs convert one-for-one into common shares when vesting conditions are met.

On February 5, 2026, 218 shares of common stock were withheld at $376.89 per share to cover tax obligations tied to vesting of previously reported restricted stock units. Following these transactions, Batra directly owned 31,392 shares of Waters common stock.

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.

Waters Corporation filed an 8-K to provide supplemental disclosures about its planned Reverse Morris Trust transaction with Becton, Dickinson and Company’s Biosciences and Diagnostic Solutions business. The update follows stockholder lawsuits and demand letters related to the proxy materials; Waters denies any disclosure deficiencies but is voluntarily adding information while its board continues to unanimously recommend voting “FOR” the merger proposals at the January 27, 2026 special meeting.

The filing expands the background of negotiations and adds long-term projections for 2025–2034, including Waters baseline and “advocacy case” scenarios and adjusted SpinCo forecasts, with revenue and unlevered free cash flow for each year. It details Barclays’ discounted cash flow work using a 9.0%–10.0% discount rate and terminal EBITDA multiples of 16.0x–18.0x, implying Waters equity values of about $20.9 billion to $24.7 billion and BDS enterprise value ranges of $16.8 billion to $23.1 billion depending on synergies. The 8-K also discloses updated comparable-company and precedent-transaction multiples and notes broker price targets for Waters common stock ranging from $350.00 to $460.00, with a median of approximately $375.00.

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.

Waters Corporation outlines how its five-year transformation supports a proposed combination with BD’s $3.3 billion Biosciences and Diagnostic Solutions business. Waters has strengthened its core model of instruments, compliance software, consumables and service, boosting service attachment rates from 43% to 54% and expanding e‑commerce chemistry sales from about 20% to more than 45%. New growth drivers include GLP‑1 testing, PFAS testing and generics in India, which together add over 250 basis points to top-line growth, plus fast-growing bioseparations and an informatics business of roughly $300 million that is expected to grow at double digits.

The BD assets add a largely recurring revenue base, leadership positions in flow cytometry and microbiology and molecular diagnostics platforms such as BD MAX and BD COR. Waters targets about $200 million of cost synergies over three years across manufacturing, commercial, R&D and G&A, along with revenue synergies from high-growth adjacencies, cross-selling and commercial levers like instrument replacement and service-plan attachment. Management frames a five‑year outlook of roughly 7% revenue CAGR, about 500 basis points of margin expansion and mid‑teens EPS growth if the combination and integration proceed as planned.

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.

Augusta SpinCo Corporation, a wholly owned subsidiary of Becton, Dickinson and Company (BD), has arranged a new unsecured term loan credit facility of up to $4 billion with a bank syndicate led by Barclays Bank PLC. The loans are split into a $3.5 billion Tranche 1 maturing 364 days after the Closing Date and a $500 million Tranche 2 maturing on the second anniversary of the Closing Date.

The facility is tied to the pending Reverse Morris Trust combination of BD’s Biosciences and Diagnostic Solutions business with Waters Corporation. Proceeds are intended primarily to fund a special cash distribution to BD and related fees, with any excess potentially used for a special cash payment to Waters stockholders if required by the merger terms. Borrowing is subject to deal-related closing conditions, leverage and interest coverage covenants, and will price off Term SOFR or an alternate base rate with ratings-based margins.