Waters Corporation

Item 1A: Risk Factors

Information regarding risk factors of the Company is set forth under the heading Risk Factors under Part I, Item 1A in the Companys Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025. The Company reviewed its risk factors as of June 28September 27, 2025 and determined that, except as set forth below, there were no material changes from the ones set forth in the Annual Report on Form 10-K. Furthermore, note the discussion of certain factors under the subheading Special Note Regarding Forward-Looking Statements in Part I, Item 2 of this Quarterly Report on Form 10-Q. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may have a material adverse effect on the Companys business, financial condition and operating results.

RISKS RELATED TO THE MERGER

The consummation of the Proposed TransactionMerger is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all. Further, our failure to successfully integrate BDs Biosciences and Diagnostic Solutions business within the expected timeline could adversely affect the combined companys future results.

On July 13, 2025, the Company entered into definitive athe Merger Agreement and the Separation Agreements with BD, SpinCo and Merger Sub relating to the S to purchase and combine BDs Biosciences Diagnostic Solutions business with the Company. The transaction is structured as a Reverse Morris Trust transaction, where BDs Biosciences Diagnostic Solutions business will be spun off to BD shareholders (such spin-Ooff, the DistributionSpin-Off) and the Msimultaneously merger (cd with a whollectively, y owned subsidiary of the Proposed Transaction)Company. Consummation of the Merger is subject to receipt of required regulatory approvals, approval from the Companys shareholder approvals, the receipt of a private letter ruling from the Internal Revenue Service (the IRS) and satisfaction of other customary closing conditions. As a result, there can be no assurance that the Proposed TransactionMerger will be consummated on the expected terms, in accordance with the Companys anticipated timeline, or at all. Any delay in consummation of the Proposed Transaction coMerger, such as delays in obtaining regulatory approvals due to the U.S. government shutdown that began in October 2025, could result in increased transaction costs and professional fees, and could cause disruptions to the

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Companys business or business relationships, which could have an adverse impact on the Companys results of operations. Additionally, if the Merger Agreement is terminated under certain circumstances prior to the consummation of the Proposed TransactionMerger, the Company will be required to pay BD a termination fee of $733 million.

In order to preserve the tax-free nature of the Spin-Off, the exchange ratio for the Merger (the Exchange Ratio) may be adjusted and increased if necessary, on the terms and subject to the conditions set forth in the Merger Agreement. In the event that the Exchange Ratio is adjusted upwards, the Company may issue the Waters Sa special Ddividend to the shareholders of the Company and(the Waters Special Dividend) and/or the cash distribution to be paid to BDs shareholders (the SpinCo Cash Distribution) may be decreased to account for the value of the additional shares

issued to the Companys shareholders. In addition, the grant of the IRS ruling is within the discretion of the IRS. We can offer no assurance concerning the extent of our and SpinCoBDs overlapping shareholdings at any closing of the Proposed TransactionMerger or assurance that the IRS ruling will be received. As a result, we can offer no assurance regarding the number of shares of common stock of the Company (the Commpany Common Stock) that may be issued in connection with the Proposed TransactionMerger. Any issuance of shares of Company Common Stock to shareholders of SpinCoBD will dilute the ownership and voting interests of the Companys existing shareholders. In addition, the Companys stock price has been volatile since the announcement of the Proposed TransactionMerger, and it may continue to fluctuate significantly in response to the pendency of the Proposed TransactionMerger and any developments related thereto.

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If consummated, the success of the Proposed TransactionMerger will depend, in significant part, on the successful integration of BDs Biosciences and Diagnostic Solutions business with the business of the Company and our ability to grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the Proposed TransactionMerger. Difficulties in integrating the practices and operations of these two businesses may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have an adverse effect on the Companys business, financial condition, results of operations and/or cash flows.

The amount of debt that the Company may incur and/or assume in connection with the Proposed TransactionMerger is uncertain and may be substantial.

The SpinCo Cash Distribution is expected to be paid using proceeds from approximately $4.0 billion of new indebtedness to be incurred by SpinCo prior to the Distribution. The Company is expected to assume all indebtedness incurred by SpinCo in connection with the payment of the SpinCo Cash Distribution upon completion of the Merger. Additionally, as part of the Proposed TransactionMerger, the Company may be required to pay the Waters Special Dividend to the Companys shareholders in an amount ranging from zero to approximately $1.8 billion, depending on the number of shares of Company Common Stock that may be issued in connection with the Proposed TransactionMerger. If the Waters Special Dividend is paid, the Company expects to fund it with new indebtedness and has entered into a 364-day bridge loan facility commitment letter with a financial institution in this regard, which is described in more detail under Managements Discussion and Analysis of Financial Condition and Results of Operations Cash Flow from Financing Activities. The size of the Waters Special Dividend that will ultimately be declared is uncertain and will remain so until the closing of the Proposed TransactionMerger. The Companys substantially increased indebtedness following the consummation of the Proposed TransactionMerger may have the effect of, among other things, reducing the Companys flexibility to respond to changing business and economic conditions, lowering its credit ratings, increasing its borrowing costs and/or requiring the Company to reduce or delay investments, strategic acquisitions and capital expenditures or seek additional capital to refinance its indebtedness.