Kelly Stephanie 4

What Happened

• Kelly Stephanie, a director of Augusta SpinCo Corp (NONE), disposed of 918 shares of the issuer's common stock on February 9, 2026. The shares were distributed pro rata by Becton, Dickinson & Company and then exchanged in a merger for Waters Corporation common stock at a ratio of 0.135343148384084 Waters shares per Augusta share. That exchange yielded ~124.25 Waters shares, valued at approximately $40,770 based on Waters' $328.14 closing price on Feb 9, 2026. This was a disposition (not an open-market sale or purchase).

Key Details

• Transaction date: February 9, 2026
• Transaction type/code: Disposition to issuer (D) — disposal via merger; original acquisition via distribution (see footnotes)
• Shares disposed: 918 Augusta SpinCo shares
• Exchange ratio: 0.135343148384084 Waters shares per Augusta share → ~124.245 Waters shares received
• Estimated value: ~ $40,770 (124.245 shares × $328.14 close on Feb 9, 2026)
• Footnotes: F1 — 918 shares were received in a pro rata distribution by Becton, Dickinson & Company for no consideration (exempt under Rules 16a-9 and 16b-3). F2 — each Augusta share was disposed by merger per the July 13, 2025 merger agreement in exchange for Waters stock.
• Shares owned after transaction: Not specified in the Form 4 filing
• Filing: Form 4 filed Feb 11, 2026 (appears timely relative to the Feb 9 transaction)

Context

• This was not a typical open-market sale but part of a corporate reorganization: Augusta shares were distributed and then converted into Waters stock under a merger agreement. Such corporate-exchange dispositions are routine for insiders in M&A or distribution transactions and do not by themselves indicate the insider’s view on the stock.