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 Corporation reported Q3 results and detailed a pending combination with BD’s Biosciences & Diagnostic Solutions business. Q3 net sales were $799.9 million (up from $740.3 million), with net income of $148.9 million and diluted EPS of $2.50. For the nine months, net sales reached $2.233 billion and net income was $417.4 million.
The company agreed to a Reverse Morris Trust valued at $17.5 billion, where BD shareholders are expected to own 39.2% of the combined company and Waters shareholders 60.8%. SpinCo will make a $4 billion cash distribution to BD funded by new debt to be assumed by Waters; a $1.8 billion 364‑day bridge facility has been committed to support fees and dividends. A $733 million termination fee applies in specified cases, and closing is targeted around the end of Q1 2026, subject to approvals.
Liquidity and leverage remain central: cash and equivalents were $459.1 million, total debt $1.41 billion, and operating cash flow for the nine months was $488.0 million. Shares outstanding were 59,534,740 as of October 31, 2025.
Waters Corporation furnished an 8-K announcing results of operations for the quarter ended September 27, 2025, with a related press release provided as Exhibit 99.1. The materials in Item 2.02 are furnished and not deemed filed under the Exchange Act.
The company also referenced a proposed transaction among Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. In connection with this proposal, the parties intend to file a Form S-4 that will include a proxy statement/prospectus for Waters and a Form 10 for SpinCo, which will serve as an information statement/prospectus for SpinCo’s spin-off from BD. Waters noted this communication is not an offer to sell or solicit the purchase of securities, and that definitive proxy materials will be mailed to stockholders when available via the SEC’s website and company investor pages.
The Vanguard Group filed an amended Schedule 13G/A disclosing a passive stake in Waters Corp. Vanguard reported beneficial ownership of 7,656,891 common shares, representing 12.86% of the class as of 09/30/2025.
The filing lists 0 shares with sole voting power and 353,361 shares with shared voting power. Vanguard has sole dispositive power over 7,088,359 shares and shared dispositive power over 568,532 shares. Vanguard states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Heather Knight, a Director of Waters Corp (WAT), reported a Form 4 disclosing receipt of 77.88 common stock units on 09/30/2025 under the Issuer's 1996 Non-Employee Director Deferred Compensation Plan. The filing states these common stock units were received in lieu of cash director fees and are convertible one-for-one into shares of the company's common stock upon distribution, which the reporting person elected to occur on 01/01/2027. After the reported transaction the form shows 759.28 shares beneficially owned by the reporting person. The Form 4 was signed by attorney-in-fact Michael Lynn on 10/02/2025.
The reporting person, Wei Jiang, a director of Waters Corp (WAT), received 72.91 common stock units on 09/30/2025 in lieu of cash director fees under the issuer's 1996 Non-Employee Director Deferred Compensation Plan. Those units convert one-for-one into shares on distribution, and the reporting person elected to have distributions occur on January 1, 2035. Following the transaction the reporting person beneficially owns 2,551.48 shares (or equivalent units). The units were reported as acquired at a price of $0 and were signed on behalf of the reporting person by an attorney-in-fact.
Waters Corp. (WAT) Q2 2025 10-Q highlights
- Net sales: $771.3 m, up 8.9 % YoY; YTD $1.43 bn, +6.5 %.
- Mix: Product $473.4 m (+8.8 %), Service $297.9 m (+9.0 %).
- Profitability: Q2 operating income $188.2 m (24.4 % margin vs 26.7 %), essentially flat YoY. Net income $147.1 m (+3 %); diluted EPS $2.47 (vs $2.40). YTD EPS $4.50 (+9.2 %).
- Cash & debt: Cash $367 m (↑$42 m YTD); total debt $1.46 bn (↓$169 m). Current $260 m of notes re-classified as short-term; amended credit facility now $1.8 bn maturing 2030.
- Working capital: Inventories $541 m (+13 % since FY-end); A/R flat; deferred revenue up $113 m to $420 m.
- Cash flow: Operating cash flow $300.7 m (-5 % YoY); capex & software $48 m; free cash flow ~$253 m. Share buybacks limited to $14 m for RSU tax withholding.
- Acquisitions & strategy: Closed May 2025 purchase of Halo Labs for $35 m (adds particle-analysis tech). Subsequent event: definitive agreement (13 Jul 25) to acquire BD Biosciences & Diagnostic Solutions for ~$17.5 bn cash/stock—transformative if completed.
- Guidance: none provided; management notes FX headwinds, ERP roll-out ($130 m over 3 yrs) and higher tax rate (17.2 % vs 15.7 %).
- Balance-sheet strength: Equity $2.16 bn vs $1.83 bn FY-end; leverage (net debt/EBITDA) falls to ~2.7× pre-BD deal.
Overall, Waters delivered mid-single-digit growth and steady EPS, while preparing for a large, leverage-adding acquisition that could significantly reshape its scale and risk profile.
Waters Corporation (NYSE: WAT) filed an 8-K dated 4-Aug-2025. Under Item 2.02 the Company furnished, but did not file, a press release (Exhibit 99.1) detailing results for the quarter ended 28-Jun-2025; the actual revenue, EPS and margin figures are not included in the text of this report.
The filing also discloses preparations for a multi-step transaction involving Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. The parties plan to submit a Form S-4 (proxy/prospectus) and a Form 10 (information statement) to the SEC in connection with a spin-off of SpinCo from BD and its subsequent combination with Waters. Investors are urged to review those future documents when available.
No pro-forma financials, valuation terms, timing or regulatory approvals are provided at this stage. Apart from standard safe-harbor language and emerging-growth-company check-boxes, the only other material content is the exhibit list (99.1 press release; 104 Inline XBRL cover).
Waters Corporation (NYSE: WAT) filed an 8-K to disclose a material strategic transaction. The company has signed an agreement to combine Becton, Dickinson & Company’s (BD) Biosciences and Diagnostics Solutions business with Waters (the “Proposed Transaction”). No financial terms, deal value, or pro-forma forecasts were provided in the filing.
Key highlights
- Transaction scope: The combination would add BD’s Biosciences and Diagnostics Solutions unit to Waters’ existing analytical-instrument franchise, potentially expanding Waters’ end-market exposure from life-science research into clinical diagnostics.
- Communication timeline: A joint conference call and webcast was scheduled for 8:00 a.m. ET on 14 July 2025. The related press release (Ex. 99.1) and investor presentation (Ex. 99.2) are furnished—but not filed—under Regulation FD.
- Regulatory & shareholder approvals: Completion is subject to customary closing conditions, including Waters shareholder approval and multiple regulatory clearances.
- Forward-looking statements & risks: Waters lists 17 specific risk factors that could cause the deal to fail or the combined company to under-perform. Prominent risks include antitrust hurdles, integration complexity, cost overruns, talent retention, tax treatment, and potential litigation.
Accounting treatment: Because the information is furnished under Item 7.01 (Regulation FD) rather than 1.01 (Entry into a Material Definitive Agreement), it is not deemed “filed” for Section 18 liability.
Take-away: The announcement signals Waters’ intent to accelerate growth through a transformative acquisition, but material uncertainties remain until financial terms, financing structure, and regulatory feedback are disclosed.