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Waters logoWaters WAT

The company said it completed the spin-off of BD's Biosciences and Diagnostic Solutions business (the SpinCo Business) and its combination with Waters on February 9, 2026. 1 shares of SpinCo common stock were converted into 0.135343148384084 shares of Waters common stock.

8-KCompletion of Acquisition or Disposition of AssetsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it completed the spin-off of BD's Biosciences and Diagnostic Solutions business (the SpinCo Business) and its combination with Waters on February 9, 2026. 1 shares of SpinCo common stock were converted into 0.135343148384084 shares of Waters common stock.

  2. The company said it issued 38,541,851 shares of Waters common stock to BD shareholders of record upon completion of the merger. It said that on a fully diluted basis, those shareholders hold about 39.2%, and former Waters shareholders hold about 60.8%.

  3. The company said SpinCo borrowed $4.0 billion in unsecured term loans on February 6, 2026 and used the funds to make a cash payment to BD. The loans consist of a $3.5 billion tranche maturing 364 days later and a $500.0 million tranche maturing in 2 years. Waters was added as a guarantor.

  4. The company said it increased the board from 10 to 11 members and appointed Claire M. Fraser, Ph.D., to the board effective February 9, 2026. The company said it granted Dr. Fraser an initial equity award valued at $229,166, with the restricted stock and non-qualified stock option each representing 50% of that value and vesting on the 1 anniversary of the Closing Date.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

BD Biosciences and Diagnostic Solutions Spin-Off and Merger Completed

The company said it completed the spin-off of BD's Biosciences and Diagnostic Solutions business (the SpinCo Business) and its combination with Waters on February 9, 2026. 1 shares of SpinCo common stock were converted into 0.135343148384084 shares of Waters common stock.

Source · Based on the filing body and exhibits

Waters Issues 38,541,851 Shares and Sets Ownership Split

The company said it issued 38,541,851 shares of Waters common stock to BD shareholders of record upon completion of the merger. It said that on a fully diluted basis, those shareholders hold about 39.2%, and former Waters shareholders hold about 60.8%.

Source · Based on the filing body and exhibits

SpinCo's $4.0 billion Unsecured Term Loan and Waters Guarantee

The company said SpinCo borrowed $4.0 billion in unsecured term loans on February 6, 2026 and used the funds to make a cash payment to BD. The loans consist of a $3.5 billion tranche maturing 364 days later and a $500.0 million tranche maturing in 2 years. Waters was added as a guarantor.

Source · Based on the filing body and exhibits

Board Expanded to 11 Members and Claire M. Fraser Appointed

The company said it increased the board from 10 to 11 members and appointed Claire M. Fraser, Ph.D., to the board effective February 9, 2026. The company said it granted Dr. Fraser an initial equity award valued at $229,166, with the restricted stock and non-qualified stock option each representing 50% of that value and vesting on the 1 anniversary of the Closing Date.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.