Waters Corporation filings document operating results, proxy governance, capital-structure changes, material agreements, and corporate events for a NYSE-listed life sciences and diagnostics company. Recent 8-K reports include quarterly and annual results, exhibits furnished with earnings releases, and disclosure tied to the completed combination with BD’s Biosciences and Diagnostic Solutions business.
The company’s SEC record also covers senior unsecured notes issued by Augusta SpinCo Corporation and guaranteed by Waters and certain subsidiaries, pro forma and combined financial information for the acquired business, and definitive proxy materials addressing board oversight, shareholder voting matters, executive compensation, and governance practices.
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.
Waters Corporation senior vice president Robert L. Carpio III reported a small insider transaction involving company common stock. On February 5, 2026, 38 shares were withheld by Waters to cover tax obligations tied to the vesting of previously reported restricted stock units at $376.89 per share. After this tax withholding, Carpio beneficially owns 2,618 shares of Waters common stock directly.
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.