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Waters Corp director reports equity awards in a Form 4 dated 01/02/2026. The reporting person, a director of Waters Corp, acquired 307 shares of common stock at a price of $0, bringing total directly held common shares to 1,332.
The filing also shows a grant of a stock option covering 828 shares of common stock with an exercise price of $381.96 per share, expiring on 01/02/2036. All 307 common shares are restricted stock that will fully lapse in restrictions on January 2, 2027, and all 828 option shares will vest and become exercisable on January 2, 2027.
Waters Corp director reports new stock and option awards. Director Linda Baddour reported receiving 307 shares of Waters common stock on January 2, 2026, at a stated price of $0, increasing her directly held stake to 2,876 shares. These shares are restricted and all restrictions lapse on January 2, 2027, meaning they fully vest on that date.
On the same date, she also received a stock option for 828 shares of common stock with an exercise price of $381.96 per share. The option becomes fully exercisable on January 2, 2027 and expires on January 2, 2036. Following this grant, she directly holds options covering 828 shares in addition to her common stock holdings.
Waters Corp director Flemming Ornskov reported new equity awards, including 307 shares of common stock and a stock option for 828 shares, both dated January 2, 2026. The 307 shares are restricted stock that remain subject to restrictions until January 2, 2027, when all of them are scheduled to vest. The option has an exercise price of $381.96 per share and will become fully exercisable on January 2, 2027, with an expiration date of January 2, 2036. After these transactions, the director beneficially owns 4,935 shares of Waters common stock directly and holds 828 stock options.
Waters Corp director Wei Jiang reported new equity awards in the company. On December 31, 2025, Jiang received 59.79 common stock units in lieu of cash director fees under Waters’ 1996 Non-Employee Director Deferred Compensation Plan. These units convert into the same number of common shares on January 1, 2035 based on a prior election.
On January 2, 2026, Jiang acquired 307 shares of common stock at $0, which are subject to restrictions that lapse in full on January 2, 2027, increasing beneficial ownership to 2,918.27 shares held directly. The same day, Jiang was also granted a stock option to buy 828 shares at an exercise price of $381.96 per share, which will vest and become exercisable on January 2, 2027 and expire on January 2, 2036.
Waters CorpDecember 31, 2025, she received 59.79 common stock units in lieu of cash director fees under the 1996 Non-Employee Director Deferred Compensation Plan. These units convert to common shares on a one-for-one basis, with distribution scheduled for January 1, 2027, based on a prior election.
On January 2, 2026, she was granted 307 shares of restricted common stock, which remain subject to restrictions that lapse in full on January 2, 2027. She also received a stock option for 828 shares at an exercise price of $381.96 per share. All 828 option shares will vest and become exercisable on January 2, 2027. After these transactions, she directly owned 1,126.07 shares of common stock and 828 stock options.
Waters Corporation and Becton, Dickinson and Company are moving forward with a complex Reverse Morris Trust transaction to combine BD’s Biosciences & Diagnostic Solutions business with Waters. BD has formed Augusta SpinCo Corporation, transferred the BDS assets and liabilities into SpinCo, and obtained effectiveness of SpinCo’s Form 10 and Waters’ Form S-4. BD will distribute all SpinCo shares to its shareholders, and SpinCo will then merge into a Waters subsidiary so SpinCo becomes a wholly owned Waters unit.
Waters is seeking shareholder approval at a January 27, 2026 virtual special meeting to issue shares of Waters common stock in the merger, with up to 60,737,462 shares registered for issuance. The structure is designed so BD shareholders ultimately receive Waters shares in a generally tax-efficient manner, with BD shareholders expected to own more than 50% of Waters after the merger to preserve favorable U.S. federal income tax treatment.
Waters Corporation is seeking shareholder approval to issue up to 60,737,462 shares of common stock in connection with its acquisition of BD’s Biosciences & Diagnostic Solutions business via a Reverse Morris Trust structure. BD will first separate the BDS Business into Augusta SpinCo Corporation, distribute SpinCo shares to BD shareholders, and then SpinCo will merge with a Waters subsidiary to become a wholly owned Waters subsidiary. Former SpinCo shareholders are expected initially to hold about 39.2% of Waters on a fully diluted basis, with a mechanism to increase their stake up to at least a 50.5% threshold if required to preserve intended U.S. tax-free treatment. SpinCo plans to incur up to $4.0 billion of debt to fund a cash distribution to BD, while Waters may incur up to $1.8 billion of bridge or long‑term financing and may pay a special dividend that adjusts with any Exchange Ratio increase.
Waters Corporation plans to issue up to 60,737,462 shares of common stock in connection with a Reverse Morris Trust acquisition of Becton, Dickinson’s Biosciences & Diagnostic Solutions business. BD will first contribute the business to Augusta SpinCo, distribute all SpinCo shares to BD shareholders, and then SpinCo will merge into a Waters subsidiary, making SpinCo a wholly owned Waters unit.
The structure is intended to be generally tax-free for BD and its shareholders, with BD holders owning more than 50.5% of Waters stock after the merger through an adjustable exchange ratio. SpinCo expects to raise up to $4.0 billion of debt to fund a $4.0 billion cash distribution to BD, and Waters may add up to $1.8 billion of new debt to fund a potential special dividend and transaction costs. A $733.0 million termination fee may be payable by Waters to BD in certain circumstances.
Waters Corporation outlines progress on its planned combination with Becton, Dickinson’s Biosciences and Diagnostic Solutions businesses. The company recently filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which will give Waters shareholders detailed information so they can vote on the proposed transaction. After the S-4 clears SEC review, is declared effective and updated with a special meeting date, Waters plans to mail the proxy statement/prospectus to all shareholders, including employees who own Waters stock.
The combination, structured with Augusta SpinCo Corporation as a wholly owned BD subsidiary, is targeted to close around the end of the first quarter of calendar year 2026, subject to required regulatory approvals, Waters shareholder approval and other customary closing conditions. The communication also highlights product milestones, including BD Diagnostic Solutions securing FDA 510(k) clearance and CE-IVDR certification for high-throughput enteric bacterial panels on the BD COR system, and Waters’ launch of the Xevo Charge Detection Mass Spectrometer to support development of next-generation biotherapeutics.