What is the purpose of this Form 8-K filing?

The filing is made under Item 8.01 to provide financial information that Waters expects to incorporate into a Form S-3 registration statement. It includes the BDS Business's condensed combined financial statements, MD&A for fiscal and quarterly periods, and unaudited pro forma condensed combined financial information for Waters and the BDS Business.

How much did the acquired BDS Business's revenue and earnings change in the most recent quarter?

For the three months ended December 31, 2025, total net sales were $766 million compared with $834 million a year earlier, a decrease the MD&A states as 8.3%. Net income was $49 million versus $78 million. The MD&A attributes the decline mainly to lower point-of-care and blood culture demand, softer research instrument demand, and market dynamics in China.

What did shareholders receive in the transaction?

BD shareholders received 0.135343148384084 shares of Waters common stock for each BD share held at close. In total, Waters issued 38,541,852 shares to Record Date BD Shareholders, who own about 39.2% of the combined company on a fully diluted basis.

How is the $4.0 billion cash payment to BD being financed?

SpinCo borrowed $4.0 billion of unsecured term loans on February 6, 2026, consisting of a $3.5 billion tranche maturing 364 days after funding and a $0.5 billion tranche maturing on the second anniversary. The filing states this SpinCo Financing is expected to be replaced by permanent long-term senior unsecured notes, though terms are not committed and there is no assurance of if or when that will occur.

Why do the pro forma figures carry significant uncertainty?

The filing states that purchase price allocation is preliminary and final valuations have not been completed, so amounts could differ materially. It also notes that the Deferred Close Businesses have not legally transferred, that accounting policy reviews are ongoing, and that tax rates used are estimates. The pro forma statements are presented for informational purposes only and are not indicative of future results.

WAT 8-K SEC Disclosure — Mar 16, 2026

01—Abstract

Summary

Summary of the 8-K filed March 16, 2026. Cited figures are marked; the original filing is the authoritative source.

Waters Corporation (WAT) filed this Form 8-K on March 16, 2026 under Item 8.01 (Other Events) to provide financial information in connection with a forthcoming Form S-3 registration statement.

The filing relates to the February 9, 2026 completion of Waters' combination with the Biosciences and Diagnostic Solutions business (the "SpinCo Business" or "BDS Business") of Becton, Dickinson and Company (BD), executed as a Reverse Morris Trust transaction. The filing includes unaudited condensed combined financial statements of the BDS Business for the three months ended December 31, 2025 and 2024, MD&A for the fiscal years ended September 30, 2025, 2024 and 2023, MD&A for the three months ended December 31, 2025 and 2024, and unaudited pro forma condensed combined financial information for Waters and the BDS Business as of and for the year ended December 31, 2025. In the transaction, BD received a $4.0 billion^a cash distribution funded by a term loan that SpinCo borrowed on February 6, 2026, and BD shareholders received 0.135343148384084 shares of Waters common stock for each BD share held.

Waters issued 38,541,852 shares to former BD shareholders, who the filing states own approximately 39.2% of Waters' fully diluted shares, with former Waters shareholders owning approximately 60.8%. The filing states the preliminary consideration paid in the merger was $12,835,021 thousand^b, and that certain foreign-jurisdiction assets and liabilities ("Deferred Close Businesses") did not legally transfer at closing and are held under an Interim Operating Agreement with BD, recorded as a prepaid deposit asset of $316,582 thousand. For the three months ended December 31, 2025, the BDS Business reported total net sales of $766 million, down from $834 million, and net income of $49 million, down from $78 million.

The MD&A states revenue decreased 8.3% year over year, with U.S. revenue down 17.6% and the decline attributed largely to softer point-of-care and blood culture demand and research funding pressure. Pro forma combined revenue for 2025 is presented at $6.39 billion^c, with pro forma net income of $61.9 million and pro forma basic EPS of $0.63, which the filing notes reflects significant purchase accounting, amortization and financing adjustments. The pro forma financial information reflects preliminary purchase price allocation and goodwill of $7.17 billion, and states that the SpinCo Financing is expected to be replaced by permanent long-term debt.

02—Key points

Key Highlights

The transaction closed on February 9, 2026, combining BD's Biosciences and Diagnostic Solutions business with Waters through a Reverse Morris Trust structure.
BD received a $4.0 billion SpinCo Cash Distribution funded by unsecured term loans of $3.5 billion (364-day maturity) and $0.5 billion (two-year maturity).
Former BD shareholders own approximately 39.2% of Waters' fully diluted shares, while former Waters shareholders own approximately 60.8%.
BDS Business Q1 FY2026 (three months ended December 31, 2025) revenue was $766 million, down 8.3% from $834 million, and net income was $49 million versus $78 million.
Pro forma 2025 combined net sales are presented at $6.39 billion, with pro forma net income of $61.9 million and pro forma basic and diluted EPS of $0.63.
Preliminary purchase accounting shows $7.17 billion of goodwill and $9.26 billion of net intangible asset step-ups, with the filing noting final valuations are not yet complete.
Certain foreign Deferred Close Businesses remain with BD under an Interim Operating Agreement, reflected as a $316.6 million prepaid deposit asset pending future transfer.

03—Questions

Frequently Asked Questions

What is the purpose of this Form 8-K filing?
The filing is made under Item 8.01 to provide financial information that Waters expects to incorporate into a Form S-3 registration statement. It includes the BDS Business's condensed combined financial statements, MD&A for fiscal and quarterly periods, and unaudited pro forma condensed combined financial information for Waters and the BDS Business.
How much did the acquired BDS Business's revenue and earnings change in the most recent quarter?
For the three months ended December 31, 2025, total net sales were $766 million compared with $834 million a year earlier, a decrease the MD&A states as 8.3%. Net income was $49 million versus $78 million. The MD&A attributes the decline mainly to lower point-of-care and blood culture demand, softer research instrument demand, and market dynamics in China.
What did shareholders receive in the transaction?
BD shareholders received 0.135343148384084 shares of Waters common stock for each BD share held at close. In total, Waters issued 38,541,852 shares to Record Date BD Shareholders, who own about 39.2% of the combined company on a fully diluted basis.
How is the $4.0 billion cash payment to BD being financed?
SpinCo borrowed $4.0 billion of unsecured term loans on February 6, 2026, consisting of a $3.5 billion tranche maturing 364 days after funding and a $0.5 billion tranche maturing on the second anniversary. The filing states this SpinCo Financing is expected to be replaced by permanent long-term senior unsecured notes, though terms are not committed and there is no assurance of if or when that will occur.
Why do the pro forma figures carry significant uncertainty?
The filing states that purchase price allocation is preliminary and final valuations have not been completed, so amounts could differ materially. It also notes that the Deferred Close Businesses have not legally transferred, that accounting policy reviews are ongoing, and that tax rates used are estimates. The pro forma statements are presented for informational purposes only and are not indicative of future results.

04—Continue

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