Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Conly D Steven 2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2026 3. Issuer Name and Ticker or Trading Symbol WATERS CORP /DE/ [WAT] (Last) (First) (Middle) C/O WATERS CORPORATION, 34 MAPLE STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Waters Biosciences 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) MILFORD, MA 01757 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 6,030(1)(2) D

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights(3)	(4)	11/26/2027	Common Stock	1,550	$411.85	D
Stock Appreciation Rights(3)	(4)	11/26/2028	Common Stock	1,513	$440.63	D
Stock Appreciation Rights(3)	(4)	11/26/2029	Common Stock	1,295	$464.5	D
Stock Appreciation Rights(3)	(4)	11/26/2030	Common Stock	2,065	$414.01	D
Stock Appreciation Rights(3)	(4)	11/26/2031	Common Stock	1,387	$446.07	D
Stock Appreciation Rights(3)	(5)	11/26/2032	Common Stock	2,966	$440.45	D
Stock Appreciation Rights(3)	(6)	11/26/2033	Common Stock	2,738	$441.98	D
Stock Appreciation Rights(3)	(7)	11/26/2034	Common Stock	1,939	$414.9	D
Stock Option (Right to Buy)	(8)	02/25/2036	Common Stock	574	$319.44	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Conly D Steven C/O WATERS CORPORATION 34 MAPLE STREET MILFORD, MA 01757			SVP, Waters Biosciences

Signatures

/s/ Kimberly Larie, attorney-in-fact for Steven Conly		11/06/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents (i) 339 shares of the Issuer's common stock, (ii) 117 unvested restricted stock units ("RSUs") awarded under the Issuer's 2020 Equity Incentive Plan, and (iii) 5,574 unvested RSUs awarded under the Issuer's 2026 Equity-Based Incentive Plan in connection with the transactions set forth in that certain Agreement and Plan of Merger, dated as of July 13, 2025 (the "Merger Agreement"), by and among the Issuer, Becton, Dickinson and Company, Augusta SpinCo Corporation and Beta Merger Sub, Inc. The RSUs awarded under the 2020 Equity Incentive Plan will vest in four substantially equal annual installments, with the first such installment vesting on February 25, 2027, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
(2)	(Continued from footnote 1) The RSUs awarded under the 2026 Equity-Based Incentive Plan will vest as follows: 1,529 will vest on November 26, 2026; 279 will vest on March 3, 2027; 1,624 will vest on November 26, 2027; 278 will vest on March 3, 2028; and 1,864 will vest on November 26, 2028, subject to the Reporting Person's continued service with the Issuer on each such vesting date. All RSUs are convertible into shares of the Issuer's common stock on a one-to-one basis upon vesting and settlement.
(3)	These stock appreciation rights were awarded under the Issuer's 2026 Equity-Based Incentive Plan in connection with the transactions set forth in the Merger Agreement.
(4)	These stock appreciation rights are fully vested and exercisable as of the date hereof.
(5)	These stock appreciation rights vest and become exercisable in four substantially equal annual installments, with the first such installment vesting and becoming exercisable on November 26, 2023, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
(6)	These stock appreciation rights vest and become exercisable in four substantially equal annual installments, with the first such installment vesting and becoming exercisable on November 26, 2024, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
(7)	These stock appreciation rights vest and become exercisable in four substantially equal annual installments, with the first such installment vesting and becoming exercisable on November 26, 2025, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
(8)	The shares of common stock underlying this stock option vest and become exercisable in four substantially equal annual installments, with the first such installment vesting and becoming exercisable on February 25, 2027, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
Remarks: Exhibit 24 - Power of Attorney

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