{"url_path":"/sec/wat/8-k/2026-01-27/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-27","source_url":"https://www.sec.gov/Archives/edgar/data/1000697/0001193125-26-024492-index.html","accession_number":"0001193125-26-024492","cik":"0001000697","ticker":"WAT","issuer_name":"WATERS CORP /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1000697/0001193125-26-024492-index.html","primary_entity_key":"0001000697","primary_entity_name":"WATERS CORP /DE/"},"word_count":604,"has_tables":true,"body_markdown":"8-K\n\nWATERS CORP /DE/ false 0001000697 0001000697 2026-01-27 2026-01-27\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 Or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): January 27, 2026\n\n \n\n \n\nWaters Corporation\n\n(Exact name of registrant as specified in its charter)\n\n \n\n \n\n \n\nDelaware\n\n \n\n \n001-14010\n\n \n\n \n13-3668640\n\n(State or Other Jurisdiction\nof Incorporation)\n \n\n \n(Commission\nFile Number)\n \n\n \n(I.R.S. Employer\nIdentification No.)\n\n34 Maple Street\n\nMilford, Massachusetts 01757\n\n(Address of Principal Executive Offices) (Zip Code)\n\n(508) 478-2000\n\n(Registrant’s telephone number, including area code)\n\nN/A\n\n(Former Name or Former Address, if Changed Since Last Report)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\nSymbol(s)\n\n \n\nName of each exchange\n\non which registered\n\nCommon stock, par value $0.01 per share\n \nWAT\n \nNew York Stock Exchange\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nAs previously disclosed, on July 13, 2025, Waters Corporation, a Delaware corporation (“Waters”), entered into (i) an Agreement and Plan of Merger (the “Merger Agreement”), by and among Waters, Becton, Dickinson and Company, a New Jersey corporation (“BD”), Augusta SpinCo Corporation, a Delaware corporation and wholly owned subsidiary of BD (“SpinCo”), and Beta Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Waters (“Merger Sub”), and (ii) a Separation Agreement, by and among Waters, BD and SpinCo (together with the Merger Agreement, the “Definitive Agreements”). The Definitive Agreements provide for a Reverse Morris Trust transaction, which includes the spin-off of BD’s Biosciences and Diagnostic Solutions business to SpinCo and the pro rata distribution of all of the issued and outstanding shares of common stock, $0.01 par value per share, of SpinCo (“SpinCo Common Stock”) to the shareholders of BD, the subsequent merger of Merger Sub with and into SpinCo, with SpinCo as the surviving entity, and the conversion of all SpinCo Common Stock into the right to receive shares of common stock, $0.01 par value per share, of Waters (“Waters Common Stock”), as calculated and subject to adjustment as set forth in the Merger Agreement. Upon consummation of the transactions described in the Definitive Agreements (the “Transactions”), SpinCo will become a wholly owned subsidiary of Waters.\n\nIn connection with the Transactions, Waters has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-292087) (as amended, the “Registration Statement”), which included a preliminary proxy statement/prospectus, on December 12, 2025. The Registration Statement was declared effective by the SEC on December 23, 2025, and a definitive proxy statement/prospectus was first mailed to shareholders of Waters on or about December 23, 2025 (the “Proxy Statement/Prospectus”)."}