Augusta SpinCo Corp 8-K

What Happened
Augusta SpinCo Corporation filed a Certificate of Amendment to its Certificate of Incorporation (the "Split Amendment") with the Delaware Secretary of State on February 5, 2026. The amendment became effective upon filing, increasing the number of authorized shares of SpinCo common stock (par value $0.01) and effecting a stock split of the outstanding shares. The full text of the amendment is attached as Exhibit 3.1 to the 8-K.

Key Details

• The Split Amendment was filed and became effective on February 5, 2026.
• The amendment both increased SpinCo's authorized common stock and implemented a stock split of outstanding shares (the 8-K does not state the split ratio).
• This action is in connection with Becton, Dickinson and Company’s (BD) previously announced pro rata distribution of 100% of Augusta SpinCo common stock to BD shareholders.
• Related transaction filings: Waters’ Form S-4 was declared effective Dec 23, 2025; SpinCo’s Form 10 was declared effective Dec 31, 2025; SpinCo filed the final Information Statement on Jan 5, 2026.

Why It Matters
The amendment and stock split are corporate steps to prepare Augusta SpinCo for BD’s planned spin-off distribution and the related transaction with Waters Corporation. For investors, a stock split changes the number of shares outstanding per holder (though not ownership percentage) and the increase in authorized shares enables future issuances. Investors should review the Form S-4, Form 10 and the Information Statement (available on the SEC website) and the full Certificate of Amendment (Exhibit 3.1) for details.