WAT

• Tina Wu, current SVP of Waters Materials Sciences Division and President, China, will assume the role of SVP, Waters Analytical Sciences Division.
• Wu joined Waters in June 2026 after over 20 years at DuPont, where she led businesses with annual net sales up to $2.3 billion.
• The changes were disclosed in an 8-K filed August 21, 2026, with the event date of August 17, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events

• GAAP diluted loss per share was $1.39, while adjusted EPS was $3.05, up 3% from $2.95 in Q2 2025.
• The company raised full-year 2026 guidance: organic constant currency revenue growth of 7% to 9%, acquired business reported revenue of approximately $3.045 billion, and adjusted EPS of $14.45 to $14.65.
• Q3 2026 guidance: organic constant currency revenue growth of 8% to 10%, acquired business reported revenue of approximately $895 million, and adjusted EPS of $3.95 to $4.05.
• Analytical Sciences Division reported revenue of $669 million; Biosciences Division $368 million; Advanced Diagnostics Division $449 million (Diagnostic Solutions) and $72 million (Clinical Business Unit); Materials Sciences Division $87 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All 11 director nominees were re-elected, with vote totals ranging from about 82.8 million to 87.2 million 'for' votes.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026 (84.8 million for, 5.0 million against).
• A non-binding advisory say-on-pay resolution was approved with 76.6 million votes for and 10.7 million against.
• The report was filed under Item 5.07 to disclose the final voting results of the annual meeting.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP diluted loss per share was ($0.87) due to acquisition-related purchase accounting charges; adjusted EPS was $2.70, up 20% year-over-year.
• Biosciences and Diagnostic Solutions businesses contributed $520 million of reported revenue since the February 9, 2026 acquisition close, $40 million above guidance.
• Full-year 2026 guidance raised: organic constant currency revenue growth of 6.5%-8.0%, acquired business revenue of ~$3.035 billion, and adjusted EPS of $14.40-$14.60.
• Q2 2026 guidance: organic constant currency revenue growth of 6.0%-8.0%, total reported revenue of $1.616-$1.631 billion, and adjusted EPS of $2.95-$3.05.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes are fully and unconditionally guaranteed on a senior unsecured basis by Waters Corporation and certain subsidiaries that also guarantee Waters' existing credit facilities.
• Net proceeds, together with cash on hand, will be used to repay $3.5 billion of indebtedness under a delayed draw term loan incurred by Augusta SpinCo in February 2026.
• The offering was completed on March 23, 2026, under an underwriting agreement dated March 17, 2026, with Barclays, Citigroup, J.P. Morgan, BofA Securities, and HSBC as representatives of the underwriters.
• The indenture includes covenants limiting liens and sale-leaseback transactions, and holders may require repurchase at 101% of principal upon a change of control triggering event.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The 8-K includes unaudited condensed combined financial statements for the BDS business as of December 31, 2025 and September 30, 2025, and for the three months ended December 31, 2025 and 2024.
• The filing also includes Management's Discussion and Analysis for the BDS business for fiscal years ended September 30, 2025, 2024, and 2023, and for the three months ended December 31, 2025 and 2024.
• Unaudited pro forma condensed combined financial information of Waters and the BDS business as of December 31, 2025 and for the fiscal year ended December 31, 2025 is provided.
• The BDS business reported net income of $49 million on net sales of $766 million for the three months ended December 31, 2025, compared to net income of $78 million on net sales of $834 million in the prior-year period.
• The transaction included a $4 billion cash distribution to BD and the merger of Augusta SpinCo with a Waters subsidiary, making SpinCo a wholly owned subsidiary of Waters.

• Full-year 2025 sales were $3.165 billion, up 7% as reported and in constant currency, with GAAP EPS of $10.76 and non-GAAP EPS of $13.13.
• Q4 growth was led by high single-digit constant currency growth in Pharma and Industrial end-markets, with Chemistry up 12% in constant currency.
• Full-year 2026 guidance: organic constant currency revenue growth of +5.5% to +7.0%, total reported revenue of $6.405B to $6.455B, non-GAAP EPS of $14.30 to $14.50.
• First-quarter 2026 guidance: organic constant currency revenue growth of +7.0% to +9.0%, total reported revenue of $1.198B to $1.211B, non-GAAP EPS of $2.25 to $2.35.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Waters Corporation and Becton, Dickinson and Company (BD) completed the spin-off of BD's Biosciences and Diagnostic Solutions business and its combination with Waters on February 9, 2026.
• SpinCo made a $4.0 billion cash payment to BD prior to the distribution, funded by a $4.0 billion term loan (Tranche 1: $3.5 billion, 364-day maturity; Tranche 2: $500 million, 2-year maturity) under a Credit Agreement dated January 8, 2026.
• Waters entered into a Parent Guarantee Agreement and a Subsidiary Guarantee Agreement to guarantee SpinCo's obligations under the Credit Agreement.
• Waters appointed Claire M. Fraser, Ph.D. to its Board of Directors, increasing the board from 10 to 11 members, effective February 9, 2026.
• The combined company will operate as four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits