UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2026
Waters Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-14010 | 13-3668640 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address of Principal Executive Offices) (Zip Code)
(508) 478-2000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | WAT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | 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 and Company’s former Biosciences and Diagnostic Solutions business (the “SpinCo Business”) acquired by Waters on February 9, 2026, which are filed as Exhibit 99.1 to this Current Report and incorporated by reference herein; (ii) the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the SpinCo Business for the fiscal years ended September 30, 2025, 2024 and 2023, which is filed as Exhibit 99.2 to this Current Report and incorporated by reference herein; (iii) the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the SpinCo Business for the three months ended December 31, 2025 and 2024, which is filed as Exhibit 99.3 to this Current Report and incorporated by reference herein; and (iv) the unaudited pro forma condensed combined financial information of Waters and the SpinCo Business as of December 31, 2025 and for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.4 to this Current Report and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WATERS CORPORATION | ||||||
| Date: March 16, 2026 | By: | /s/ Amol Chaubal | ||||
| Name: | Amol Chaubal | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||