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Waters 8-K Report, Regulation FD Disclosure (Jan 12, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed January 12, 2026
Period End
January 12, 2026
Security
WAT
In the record · 2016–202610-K1210-Q338-K109

WAT filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 109 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’16May ’16
  2. Material agreement8-K · Sep ’19Sep ’19
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Nov ’24Nov ’24

01—Abstract

Summary

Summary of the 8-K filed January 12, 2026. Cited figures are marked; the original filing is the authoritative source.

Waters Corporation (WAT) furnished this Form 8-K under Item 7.01 (Regulation FD) to provide an investor presentation (Exhibit 99.1) that CEO Udit Batra presented at the J.P.

Morgan 44th Annual Healthcare Conference on January 12, 2026. The presentation, along with the subsequent Q&A, is described as including high-level commentary on the Company's business performance, and a transcript will be posted on the Waters website. The information is furnished and not deemed filed under Section 18 of the Exchange Act.

The presentation centers on the proposed transaction with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation, under which Waters would combine with BD's Biosciences & Diagnostic Solutions business. The Form S-4 was declared effective by the SEC on December 23, 2025, the definitive proxy statement/prospectus was mailed on or about that date to Waters shareholders of record as of December 19, 2025, and the Form 10 for SpinCo was declared effective on December 31, 2025. The filing presents BD's segment figures for fiscal 2025 (Biosciences $1.5 billiona and Diagnostic Solutions $1.8 billion GAAP revenue) and a combined addressable market of about $40 billion.

For Waters on a standalone basis, the presentation cites trailing twelve-month revenue of $3.1 billionb through September 27, 2025, a 59.0% gross margin, a 30.4% adjusted operating margin, free cash flow at 24% of sales, and a TTM adjusted EPS of $12.70 versus $11.38 a year earlier, a 12% increase. Management also highlights 2025 estimated preliminary growth drivers, including a 270% year-to-date sales increase for Alliance iS and 40% for Xevo TQ Absolute, and projects more than 200 basis points of annual core growth contribution from five idiosyncratic drivers over 2026-2030.

02—Key points

Key Highlights

  1. Waters presented at the J.P. Morgan 44th Annual Healthcare Conference on January 12, 2026, with CEO Udit Batra; a transcript will be posted on the Waters website.
  2. The presentation is tied to the proposed transaction with BD and Augusta SpinCo, with the Form S-4 effective December 23, 2025 and the Form 10 effective December 31, 2025.
  3. Waters TTM revenue through September 27, 2025 was $3.1 billion, with a 59.0% gross margin and a 30.4% adjusted operating margin.
  4. TTM free cash flow was $740.1 million, or 24% of sales, and TTM non-GAAP adjusted EPS was $12.70, up 12% from $11.38.
  5. Management estimates a combined addressable market of about $40 billion and cites $290 million in targeted revenue synergies by year five, including $145 million in adjusted EBITDA.
  6. Cost synergy target of $200 million is outlined across manufacturing, commercial, and R&D/G&A areas.
  7. Management projects more than 200 basis points of annual core growth contribution from 2026-2030 from five idiosyncratic growth drivers.

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    Waters is furnishing its investor presentation for the J.P. Morgan Healthcare Conference under Item 7.01 (Regulation FD Disclosure) as Exhibit 99.1. The information is furnished rather than filed under Section 18 of the Exchange Act.

  2. What is the proposed transaction described in the presentation?

    The presentation references a proposed transaction among Waters, Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation, involving the spin-off of SpinCo from BD. The presentation covers the BD Biosciences & Diagnostic Solutions business, which reported FY-25 GAAP revenue of $1.5 billion and $1.8 billion respectively.

  3. What were Waters' key financial metrics on a trailing twelve-month basis?

    For the period ended September 27, 2025, Waters reported TTM revenue of $3.1 billion, a 59.0% gross margin, a 30.4% adjusted operating margin, free cash flow of 24% of sales, and adjusted EPS of $12.70, up 12% from $11.38 in the prior-year TTM period.

  4. What growth drivers and synergy targets does management highlight?

    Management cites 2025 year-to-date sales growth of 270% for Alliance iS, 40% for Xevo TQ Absolute and 35% for MaxPeak chemistry. It targets $290 million in total revenue synergies by year five, including $145 million in adjusted EBITDA, and $200 million in cost synergies.

  5. Where can investors find more information about the transaction?

    The filing directs investors to the Form S-4, the definitive proxy statement/prospectus, and the SpinCo Form 10 information statement, available on the SEC website at www.sec.gov and on the Waters and BD websites.

04—Continue

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