# Waters Corporation (WAT) — Material Events, July 2025 to November 2026

## Filings that contain financial statements

Each quarterly earnings release below is furnished as Exhibit 99.1 to an Item 2.02 Form 8-K. Each one prints a consolidated statement of operations, a preliminary condensed balance sheet, a preliminary condensed cash flow statement and GAAP-to-non-GAAP reconciliations. The Form 10-Q and Form 10-K for the same periods carry the full financial statements.

| Period covered | Form 8-K filed | Accession | Statements in Exhibit 99.1 |
|---|---|---|---|
| Q3 2026 (three and nine months ended October 3, 2026) | November 3, 2026 | 0001193125-26-444400 | Operations (3M and 9M), balance sheet at October 3, 2026, cash flows (3M and 9M), free cash flow reconciliation, Q4 and full-year 2026 outlook |
| Q2 2026 (three and six months ended July 4, 2026) | August 4, 2026 | 0001193125-26-331413 | Operations (3M and 6M), balance sheet, cash flows (3M and 6M) |
| Q1 2026 (three months ended April 4, 2026) | May 5, 2026 | 0001193125-26-204955 | Operations, balance sheet, cash flows |
| Q4 and full year 2025 (three and twelve months ended December 31, 2025) | February 9, 2026 | 0001193125-26-041897 | Operations (3M and 12M), balance sheet, cash flows (3M and 12M) |
| Q3 2025 (three and nine months ended September 27, 2025) | November 4, 2025 | 0001193125-25-263520 | Operations (3M and 9M), balance sheet, cash flows (3M and 9M) |
| Q2 2025 (three and six months ended June 28, 2025) | August 4, 2025 | 0001193125-25-172076 | Operations (3M and 6M), balance sheet, cash flows (3M and 6M) |

These filings cover the acquired business:

- **Form 8-K, March 16, 2026 (accession 0001193125-26-107339).** Exhibit 99.1 holds unaudited condensed combined financial statements for BD's former Biosciences and Diagnostic Solutions business (the "BDS Business"): income, comprehensive income and cash flows for the three months ended December 31, 2025 and 2024, and balance sheets at December 31, 2025 and September 30, 2025. These figures are on BD's basis, before the acquisition. For example, net sales were $766 million in the December 2025 quarter, compared with $834 million a year earlier. Exhibits 99.2 and 99.3 contain the business's management discussion and analysis. Exhibit 99.4 contains unaudited pro forma condensed combined financial information for Waters and the BDS Business as of and for the year ended December 31, 2025.
- **Form 8-K, February 9, 2026 (accession 0001193125-26-042819).** This is the filing that reported the closing. Exhibit 99.2 is listed as the audited combined financial statements of the BDS Business for its fiscal years ended September 30, 2025, 2024 and 2023. Exhibit 99.3 is listed as pro forma combined financial information as of September 27, 2025.

## Mergers and acquisitions

**Combination with BD's Biosciences and Diagnostic Solutions business (closed)**

- **July 13, 2025: signed.** Waters entered into a Merger Agreement and a Separation Agreement with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation for a Reverse Morris Trust transaction. Under the deal, BD would spin off its Biosciences and Diagnostic Solutions business and that business would then merge with a Waters subsidiary. Waters shareholders were expected to own about 60.8% of the combined company and former SpinCo shareholders about 39.2%, on a fully diluted basis. Before the distribution, SpinCo was to pay BD $4.0 billion in cash, subject to adjustment. Waters would owe BD a $733 million termination fee if the agreement were terminated in certain circumstances. (Form 8-K, July 14, 2025, accession 0001193125-25-158796)
- **January 16, 2026: disclosure suits.** Two lawsuits filed by purported stockholders in New York state court, along with several demand letters, alleged that the merger proxy omitted material information. Waters denied that any further disclosure was required. To moot the claims it published supplemental proxy disclosures, including Waters standalone financial projections. (Form 8-K, accession 0001193125-26-015384)
- **January 27, 2026: shareholders approved the share issuance.** The vote was 53,910,265 for and 136,468 against. Waters said it expected the transaction to close on February 9, 2026. (Form 8-K, accession 0001193125-26-024492)
- **February 9, 2026: closed.** Waters and BD announced that they "consummated" the spin-off of the BDS Business and its combination with Waters, and SpinCo became a wholly owned subsidiary of Waters. Waters guaranteed SpinCo's $4.0 billion term loan, which had funded the cash distribution to BD. The board grew from 10 to 11 members with the appointment of Claire M. Fraser, Ph.D. (Form 8-K, accession 0001193125-26-042819). The Q3 2026 Form 10-Q (accession 0001193125-26-455594) puts the acquisition-date fair value of total consideration at about $13 billion ($12,899 million). That figure includes 38,542 thousand newly issued Waters shares, at a share issuance ratio of 0.64474 and the $332.29 opening share price on February 9, 2026. Record-date BD shareholders ended up owning about 39.2% of Waters on a fully diluted basis. Businesses in some foreign jurisdictions did not legally transfer at the closing. Waters recorded $129 million of the consideration as a prepaid deposit asset for them.

**MOBILion Systems, Inc. (closed)**

- **November 2026.** The Q3 2026 earnings release of November 3, 2026 says Waters "has acquired" MOBILion Systems, Inc., which developed SLIM high-resolution ion mobility separation technology. Waters expects the deal to broaden its entry into proteomics (Exhibit 99.1, accession 0001193125-26-444400). The Q3 2026 Form 10-Q gives the closing date as November 2, 2026 and the price as $108 million in cash, subject to customary adjustments, and reports it as a subsequent event (accession 0001193125-26-455594). Waters filed no separate Form 8-K for this acquisition.

## Earnings and guidance

Waters raised its full-year 2026 guidance in each of the three quarterly releases after it first issued it.

| Release (8-K accession) | FY2026 organic constant-currency revenue growth | FY2026 acquired-business revenue | FY2026 total reported revenue | FY2026 adjusted EPS |
|---|---|---|---|---|
| February 9, 2026 (0001193125-26-041897), initial | +5.5% to +7.0% | about $3.000 billion | $6.405–$6.455 billion | $14.30–$14.50 |
| May 5, 2026 (0001193125-26-204955), raised | 6.5% to 8.0% | about $3.035 billion | $6.405–$6.455 billion | $14.40–$14.60 |
| August 4, 2026 (0001193125-26-331413), raised | 7.0% to 9.0% | about $3.045 billion | $6.415–$6.476 billion | $14.45–$14.65 |
| November 3, 2026 (0001193125-26-444400), raised | 9.1% to 9.7% | about $3.050 billion | $6.479–$6.497 billion | $14.60–$14.70 |

- **November 3, 2026: Q3 2026 results** (accession 0001193125-26-444400)
  - Reported revenue was $1.767 billion: $871 million organic and $896 million from the acquired businesses. Organic revenue grew 9% as reported and 10% in constant currency, compared with $800 million a year earlier.
  - GAAP diluted EPS was $0.82, compared with $2.50, which the company attributes to acquisition-related purchase accounting charges, acquisition-related costs and restructuring costs. Adjusted EPS rose 21% to $4.10, above the $3.95–$4.05 guidance range.
  - Q4 2026 guidance calls for total reported revenue of $1.801–$1.819 billion and adjusted EPS of $4.58–$4.68.
  - Management said it would give a starting 2027 growth framework on the earnings call. The framework is not in the filing.
- **August 4, 2026: Q2 2026 results.** Revenue was $1.645 billion, above the high end of guidance: $828 million organic, up 7% as reported and 9% in constant currency, plus $817 million from the acquired businesses. GAAP diluted EPS was a $1.39 loss. Adjusted EPS rose 3% to $3.05. (accession 0001193125-26-331413)
- **May 5, 2026: Q1 2026 results.** This was the first quarter to include the BDS businesses, which contributed from February 9. Revenue was $1.267 billion: $747 million organic, up 13% as reported and 11% in constant currency, plus $520 million acquired. GAAP diluted EPS was a $0.87 loss. Adjusted EPS rose 20% to $2.70. (accession 0001193125-26-204955)
- **February 9, 2026: Q4 and full-year 2025 results.** These are standalone results, before the acquisition. Q4 sales were $932 million, up 7% as reported. Q4 GAAP EPS was $3.77 and non-GAAP EPS $4.53. Full-year 2025 sales were $3,165 million, up 7%. Full-year GAAP EPS was $10.76 and non-GAAP EPS $13.13. (accession 0001193125-26-041897)
- **Reporting segments after the acquisition.** Starting in 2026 the releases report four divisions: Analytical Sciences (the former Waters Division without its Clinical Business Unit), Biosciences (formerly BD Biosciences), Advanced Diagnostics (BD Diagnostic Solutions plus Waters' Clinical Business Unit) and Materials Sciences (formerly TA). (accession 0001193125-26-204955)

## Capital structure and financing

- **February 6, 2026: acquisition financing.** SpinCo borrowed $4.0 billion of unsecured term loans under a Term Loan Credit Agreement dated January 8, 2026, with Barclays Bank PLC as agent. The loans came in two tranches: $3.5 billion due 364 days after funding and $500 million due on the second anniversary. SpinCo used the money for the cash distribution to BD. Waters added its guarantee at the February 9 closing. The agreement caps leverage at 3.50x, which can step up to 4.25x after a material acquisition (applied automatically for this transaction), and sets a minimum interest coverage of 3.50x. (Form 8-K, accession 0001193125-26-042819)
- **March 23, 2026: $3.5 billion senior notes.** SpinCo, guaranteed by Waters and certain subsidiaries, issued:
  - $650 million of 4.321% notes due 2027
  - $600 million of 4.398% notes due 2029
  - $750 million of 4.656% notes due 2031
  - $750 million of 4.945% notes due 2033
  - $750 million of 5.245% notes due 2036

  The net proceeds, together with cash on hand, were to repay the $3.5 billion 364-day term loan tranche. (Form 8-K, accession 0001193125-26-119753; the Q3 2026 Form 10-Q, accession 0001193125-26-455594, confirms the repayment.)
- **Debt at quarter end (no Form 8-K).** At October 3, 2026, total debt was $5.1 billion: $3.5 billion of the new senior notes, $0.4 billion ($425 million) on the two-year term loan tranche, $0.5 billion on the revolving credit facility and $0.7 billion of older senior unsecured notes. The $650 million of notes due September 2027 is the nearest maturity. (Form 10-Q, accession 0001193125-26-455594)
- **Share repurchases.** The buyback authorization runs through January 21, 2028, with $1.0 billion remaining. Waters made no open-market repurchases in 2026 or 2025. (Form 10-Q, accession 0001193125-26-455594)

## Management, board and shareholder votes

- **February 9, 2026.** Claire M. Fraser, Ph.D. joined the board, effective at the closing, which took it to 11 members. (accession 0001193125-26-042819)
- **May 21, 2026: annual meeting.** All 11 directors were re-elected. PricewaterhouseCoopers was ratified as auditor for fiscal 2026. The advisory vote on executive pay passed, 76,557,521 for and 10,653,534 against. (Form 8-K, May 22, 2026, accession 0001193125-26-236929)
- **August 17, 2026.** Robert L. Carpio III gave notice that he would resign as Senior Vice President, Waters Analytical Sciences Division, and he stepped away from those duties effective August 20, 2026. Tina Wu, who joined Waters in June 2026 after more than 20 years at DuPont, is taking over the division. She was previously Senior Vice President, Waters Materials Sciences Division and President, China. (Form 8-K, August 21, 2026, accession 0001193125-26-360081)

## Not material / omitted

- The January 12, 2026 Form 8-K (accession 0001193125-26-010633) furnished a J.P. Morgan Healthcare Conference presentation under Regulation FD. It contains no new transaction or guidance event.
- None of the Form 8-Ks filed from July 2025 through November 2026 reports an impairment, going-concern or covenant matter, a dividend, or a stock split.