Material Agreement (Form 8-K)

On July 13, 2025, Becton, Dickinson and Company, a New Jersey corporation (the "Company" or "BD"), entered into definitive agreements with Waters Corporation, a Delaware corporation ("Waters"), pursuant to which the Company's Biosciences and Diagnostic Solutions business (the "Biosciences and Diagnostic Solutions Business") will be combined with Waters in a Reverse Morris Trust transaction. As a result of the transaction, the Company will receive approximately $4 billion in cash and the Company's shareholders will own 39.2% of the outstanding Waters common stock following the transaction.

The transaction will occur through the following steps:

The transaction has been unanimously approved by the Boards of Directors of both the Company and Waters.

The definitive agreements entered into in connection with the transaction include (1) a Separation Agreement, dated as of July 13, 2025 (the "Separation Agreement"), by and among the Company, Waters and SpinCo and (2) an Agreement and Plan of Merger, dated as of July 13, 2025 (the "Merger Agreement"), by and among the Company, SpinCo, Waters and Merger Sub.

The Separation Agreement

The Separation Agreement sets forth the terms and conditions regarding the separation of the Biosciences and Diagnostic Solutions Business from the Company. The Separation Agreement identifies and provides for the transfer of certain assets by the Company to SpinCo and the assumption of certain liabilities by SpinCo from the Company. The Separation Agreement also governs the rights and obligations of the Company and SpinCo regarding the Spin-Off.

The Separation Agreement also sets forth other agreements between the Company and SpinCo related to the Spin-Off,including provisions concerning the termination and settlement of intercompany accounts, certain working capital adjustments and governmental approvals and third-party consents. The Separation Agreement governs certain aspects of the relationship between the Company and SpinCo after the Spin-Off,including provisions with respect to release of claims, indemnification, insurance, access to financial and other information and access to and provision of records. The parties have mutual ongoing indemnification obligations following the Spin-Offwith respect to certain liabilities related to the Biosciences and Diagnostic Solutions Business and the Company's business, respectively.

Prior to, and as a condition of, the Spin-Off,SpinCo will make a cash payment to the Company in the amount of $4 billion (the "Cash Distribution"), subject to adjustment for cash, working capital and indebtedness of SpinCo and subject to decrease if additional shares of Waters common stock will be issued to the Company shareholders to meet the Tax Threshold (as described below). In connection with entry into the Merger Agreement and the Separation Agreement, SpinCo and certain financial institutions

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executed a commitment letter pursuant to which such financial institutions committed to provide a senior unsecured bridge loan facility to SpinCo to fund the Cash Distribution and to pay fees and expenses related to the transactions contemplated by the Merger Agreement, on the terms and subject to customary conditions set forth therein.

Consummation of the Spin-Offis subject to various conditions, including, among others:

The Separation Agreement also contemplates that the Company, SpinCo and Waters will enter into additional agreements on or prior to the closing of the Spin-Off,including, among others:

The foregoing description of the Separation Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, which is attached hereto as Exhibit 2.1 and incorporated into this Item 1.01 by reference.

The Merger Agreement

The Merger Agreement provides that, immediately following the Spin-Off,SpinCo will merge with Merger Sub and become a wholly owned subsidiary of Waters. In the Merger, each share of SpinCo Common Stock outstanding will automatically be converted into the right to receive a number of shares of common stock of Waters equal to an exchange ratio calculated such that following the Merger, former holders of SpinCo Common Stock will own, in the aggregate and on a fully diluted basis, 39.2% of the issued and outstanding Waters common stock and the existing holders of Waters common stock will own, in the aggregate and on a fully diluted basis, 60.8% of the issued and outstanding Waters common stock.

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The Merger Agreement generally provides that the exchange ratio will be adjusted upward if necessary to ensure that, immediately following the closing of the Merger, former shareholders of the Company own, for tax purposes, at least 50.5% (the "Tax Threshold") of the outstanding shares of Waters common stock (which calculation shall include certain shares of Waters common stock held by Waters shareholders who qualify as overlapping shareholders of the Company). In the event that the exchange ratio is adjusted upwards, Waters could issue a pre-closingcash dividend to its shareholders and/or the Cash Distribution could be decreased to account for the value of the additional shares issued to the Company shareholders.

Post-Closing Governance. The Merger Agreement provides that, in connection with and effective as of the effective time of the Merger, the Waters Board of Directors will consist of eleven to twelve members, including one or two individuals (as mutually determined by Waters and the Company), selected prior to the closing of the Merger by the Company after consultation in good faith with Waters, and ten persons designated by Waters.

Closing Conditions. Consummation of the Merger is subject to various conditions, including, among others:

Representations, Warranties and Covenants.The Merger Agreement contains customary representations and warranties made by each of the Company, Waters and Merger Sub. The Company, Waters and Merger Sub have also agreed to various covenants in the Merger Agreement, including, among other things, covenants (i) to use commercially reasonable efforts in all material respects to conduct their respective operations in the ordinary course of business (with respect to the Company, solely related to the Biosciences and Diagnostic Solutions Business) and (ii) not to take certain actions prior to the closing of the Merger without the prior written consent of the other party. Waters has also agreed in the Merger Agreement to covenants not to solicit competing transactions.

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Termination. The Merger Agreement contains specified termination rights for the Company and Waters, including in the event that the Merger has not been consummated on or prior to July 13, 2026 (subject to extension in connection with outstanding regulatory approvals). Additionally, the Merger Agreement requires Waters to pay the Company a termination fee of $733 million if the Merger Agreement is terminated under certain circumstances.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached hereto as Exhibit 2.2 and incorporated into this Item 1.01 by reference.

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The above descriptions of each of the Separation Agreement and the Merger Agreement have been included to provide investors and security holders with information regarding the terms of each of the Separation Agreement and the Merger Agreement. They are not intended to provide any other factual information about the Company, SpinCo, Waters, Merger Sub or their respective subsidiaries and affiliates, or any of their respective businesses. The Merger Agreement contains representations and warranties that are solely for the benefit of parties thereto. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged in connection with signing the Merger Agreement as of a specific date. The disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Therefore, investors and security holders should not treat the representations and warranties as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to investors. The representations and warranties were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and they are subject to more recent developments. Accordingly, investors and security holders should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company and Waters and their respective subsidiaries that the respective companies include in reports and statements they file with the U.S. Securities and Exchange Commission (the "SEC").