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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
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…
Regulation FD Disclosure. Waters Corporation (the “Company” or “Waters”) is furnishing as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) an investor presentation (the “Presentation”) that it will present at the J.P. Morgan Healthcare Conference (the “Conference”) on January 12, 2026, which, along with the subsequent Q&A session, will include high-level commentary on the Company’s business performance. A transcript of the Presentation will be available on the Waters Co…
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 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing. Additional Information and Where to Find It This Form 8-K is not intended…
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 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing. Additional Information and Where to Find It This Form 8-K is not intended…
Entry into a Material Definitive Agreement. On July 13, 2025, Waters Corporation, a Delaware corporation (“Waters”), entered into definitive agreements with 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”), with respect to a Reverse Morris Trust transaction, and pursuant to which…
Regulation FD Disclosure. On July 14, 2025, Waters Corporation, a Delaware corporation (“Waters”), issued a press release announcing its plan to combine Becton, Dickinson & Company’s (“BD”) Biosciences and Diagnostics Solutions business with Waters (the “Proposed Transaction”). A copy of the press release is attached hereto as Exhibit 99.1. The press release also announced that Waters and BD will be hosting a joint conference call and webcast at 8:00 a.m., Eastern Time, on July 14, 2025, to d…
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 May 22, 2025, Waters Corporation (the “Company”) and certain of its subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement (the “Amendment”) in respect of that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 and amended as of March 3, 2023 (the “Existing Credit Agreement”, and as amended by the Amendment, the “Amended Credit Agreement”), with the lenders and issuing banks party thereto, and J…
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.
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.
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 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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 13, 2024, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 9 to 10 members and appointed Heather Knight to the Board, effective August 14, 2024, to fill the vacancy so created. Ms. Knight will serve as a director until the Company’s 2025 annual meeting of stockholders (the “20…
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.
Entry into a Material Definitive Agreement On July 12, 2024, Waters Corporation (the “Company”) entered into a Master Note Facility Agreement (the “Shelf Agreement”) with NYL Investors LLC (“NYL”) and each affiliate of NYL that becomes bound by certain provisions of the Shelf Agreement (collectively, the “Note Purchasers”). Pursuant to the Shelf Agreement, the Company may, at its option, authorize the issuance and sale of senior promissory notes (the “Shelf Notes”) to the Note Purchasers in t…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in
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