News & Events

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On March 23, 2026, Augusta SpinCo Corporation (the “Issuer”), a subsidiary of Waters Corporation (the “Company”), completed the public offering (the “Offering”) of $3.5 billion aggregate principal amount of senior notes, consisting of (i) $650 million aggregate principal amount of 4.321% Senior Notes due 2027 (the “2027 Notes”), (ii) $600 million aggregate principal amount of 4.398% Senior Notes due 2029, (iii) $750 million aggregate principal amoun…

Other Events. In connection with a registration statement on Form S-3 that Waters Corporation, a Delaware corporation (“Waters”), expects to file with the United States Securities and Exchange Commission promptly after the filing of this Current Report on Form 8-K (this “Current Report”), Waters is providing: (i) the unaudited condensed combined financial statements as of December 31, 2025 and September 30, 2025 and for the three months ended December 31, 2025 and 2024 of Becton, Dickinson an…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Transaction Agreements On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, Waters, BD and SpinCo, entered into certain additional agreements, including: • a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Director In connection with the closing of the Transactions and in accordance with the terms of the Merger Agreement, the board of directors (the “Board”) of Waters increased the size of the Board from 10 to 11 members and appointed Claire M. Fraser, Ph.D. to the Board, effective February 9, 2026, to fill the vacancy so created.…

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Other Events. As previously disclosed, on July 13, 2025, Waters Corporation, a Delaware corporation (“Waters”), entered into (a) 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 (b) a Separation A…

of the Current Report on Form 8-K that was filed by Waters Corporation (the “Company”) on August 14, 2024, which reported that on August 13, 2024, the Company’s Board of Directors (the “Board”) appointed Heather Knight to serve on the Company’s Board, effective as of August 14, 2024. On October 31, 2024, at a meeting of the Board, the Board appointed Heather Knight to the Nominating and Corporate Governance Committee, effective immediately. The information reported under

of the Current Report on Form 8-K that was filed by Waters Corporation (the “Company”) on November 23, 2022, which reported that on November 22, 2022, the Company’s Board of Directors (the “Board”) appointed Messrs. Dan Brennan and Mark Vergnano to serve on the Company’s Board, effective as of November 23, 2022. On December 13, 2022, at a meeting of the Board, the Board appointed Dan Brennan to the Audit Committee and Mark Vergnano to the Nominating and Corporate Governance Committee, effecti…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On March 30, 2022, John Ballbach resigned from the Board of Directors (the “Board”) of Waters Corporation, effective as of such date. Mr. Ballbach has provided insightful strategic, operational and relevant industry perspective during his tenure. The Company thanks him for his service. 1 SIGNATURE Pursuant to the requirements of the Securities…