Polen Thomas E Jr 4

What Happened

• Thomas E. Polen Jr., President and CEO of Augusta SpinCo Corp, disposed of 91,476 shares of the Issuer on February 9, 2026. The Issuer shares were distributed to Becton, Dickinson & Co. shareholders and immediately converted in a merger into Waters Corporation common stock at a conversion ratio of 0.135343148384084. Based on Waters' closing price of $328.14 on Feb 9, 2026, the exchange is worth roughly $4.06 million in Waters shares. This was a disposition through the merger transaction (routine corporate transaction), not an open-market sale.

Key Details

• Transaction date: February 9, 2026 (filed with SEC Feb 11, 2026)
• Transaction type/code: Disposition to issuer (D) as part of the merger/transaction
• Shares disposed: 91,476 Issuer shares; converted into ~12,383 Waters shares (91,476 × 0.135343148384084)
• Valuation: Waters closing price $328.14 on Feb 9, 2026 → ~ $4.06 million total consideration
• Footnotes: F1 — the 91,476 Issuer shares were received by Polen in a pro rata distribution by Becton, Dickinson & Co. for no consideration (exempt under Rules 16a‑9 and 16b‑3). F2 — those Issuer shares were disposed by merger in exchange for Waters common stock per the merger agreement.
• Shares owned after transaction: The distributed 91,476 Issuer shares were fully disposed in the merger; the filing does not report any remaining Issuer shares held by the reporting person.

Context

• This transaction reflects a corporate distribution followed by a merger conversion to Waters stock, not a market sale by the insider. The filing values the transaction by applying the conversion ratio to Waters' closing price on the transaction date. Such corporate-exchange dispositions are typically routine and driven by deal terms rather than insider trading decisions.