SEC Form 11-K filed by Waters Corporation

1 Description of Plan

The following description of the Waters Employee Investment Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan, effective August 19, 1994, was created to provide an opportunity for eligible employees of Waters Technologies Corporation (“Waters” or the “Company”) and any eligible legally affiliated company to provide for their future financial security through participation in a systematic savings program to which each participating employer (the “Employer”) also contributes. The Plan is a defined contribution plan covering substantially all employees of the Company and its affiliates who work in the United States. The Plan is designed to take advantage of provisions of the Internal Revenue Code of 1986, as amended (the “Code”), which allow a participant to elect to reduce taxable compensation (subject to certain limitations) with the amount of such reduction being contributed to the Plan by the Employer on behalf of the electing participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Employees are eligible to participate and are automatically enrolled in the Plan immediately upon their date of hire or rehire. Unless the employee elects to suspend automatic contributions, the automatic participation will commence at 3% of annual eligible compensation and increase 1% each year until contributions reach 6% of annual eligible compensation.

Subject to certain limitations under the Code, participants may elect to voluntarily contribute to the Plan through payroll deductions from 1% to 60% of their annual compensation, as defined in the Plan document, on a pretax basis and/or on an basis as a Roth 401(k) contribution. Participants who have attained age 50, or who will reach age 50 during the year, may elect to make an additional pretax contribution or Roth 401(k) contribution, or both, to the Plan. As of December 31, 2025 and 2024, participants had various investment options in which to direct the investment of their contributions and Company contributions. Each investment option offers a different level of risk and expected rate of return.

For contribution purposes, compensation includes salary, lump sum cash payments of merit pay increases, commissions, overtime pay, shift differentials, short-term disability pay, unused vacation pay, bonuses paid under the performance bonus plan and annual incentive bonuses or certain other designated incentive plans. The Employer will match 100% of the first 6% of compensation contributed by the participant to the Plan on a combined pretax and Roth 401(k) basis. The Employer matching contribution is effective immediately upon date of eligibility and follows the investment selected by the participant for employee contributions. All contributions are subject to the limitations of the Code.

Participants direct their elective contributions into various investment options offered by the Plan, which include a self-directed brokerage account feature and a stock fund for common stock of Waters Corporation (the “Stock Fund”), and can change their investment options on a daily basis.

The Plan is a Safe Harbor Plan, which provides for pretax or Roth 401(k) contributions by participants who have attained age 50 before the close of the Plan year, to satisfy the alternative methods of meeting nondiscrimination requirements, and redefine employer matching contributions.

Each participant’s account is credited with the participant’s contributions, any applicable Employer matching contributions and an allocation of Plan earnings, and is charged with an allocation of administrative expenses to the extent that they are paid by the Plan. Certain administrative expenses are charged directly against participants’ accounts. Allocations of earnings and expenses are based on the participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account balance.

 

4

2 Summary of Significant Accounting Policies

 

5

3 Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, the Plan’s assets are measured at fair value on a recurring basis as of December 31, 2025 and 2024. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize observable data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions. If the Plan were to change its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it would need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Plan would recognize these transfers at the beginning of the reporting period in which the transfers occurred. During the years ended December 31, 2025 and 2024, there were no transfers of financial assets or financial liabilities between the hierarchy levels.

 

6

4 Related-Party Transactions

Certain Plan investments are shares of mutual funds or collective trusts managed by an affiliate of Fidelity, a subsidiary of which is the trustee of the Plan and, therefore, these transactions qualify as transactions. Fees paid by the Plan to Fidelity or its affiliates for administrative services amounted to $428,907 for the year ended December 31, 2025. Transactions with respect to participant loans and the Stock Fund also qualify as transactions.

The Plan has investments in shares of the common stock of Waters Corporation through the Stock Fund. During the year ended December 31, 2025, the Plan purchased units in the Stock Fund in the amount of $1,476,039; sold units in the Stock Fund in the amount of $5,108,798; and had net investment appreciation of $1,676,326, administrative expenses of $35,003 and interest and dividend income of $80,542. The total value of the Plan’s investment in the Stock Fund, which includes the common stock of Waters Corporation and related interest-bearing cash, was $68,573,848 and $70,484,742 at December 31, 2025 and 2024, respectively.

Certain operating expenses and management fees are returned to the Plan based on revenue sharing arrangements with Fidelity. As Fidelity is the trustee and custodian of the Plan, these transactions qualify as transactions. The revenue sharing amounts received are recorded as other income in the statement of changes in net assets available for benefits. The Plan received $88,948 in revenue sharing payments for the year ended December 31, 2025, which was used to offset $428,907 of administrative expenses incurred by the Plan.

5 Plan Amendment and Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to otherwise amend or terminate the Plan at any time, subject to the provisions of ERISA and the Code. In the event of Plan termination, participants would remain 100% vested in their account balances.

6 Tax Status

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated October 16, 2014, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since the effective date of the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code, and, therefore, believes that the Plan is qualified, and the related trust is

U.S. GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

WATERS EMPLOYEE INVESTMENT PLAN

Form 5500 – Schedule H, Part IV, Line 4i

Schedule of Assets (Held at End of Year) as of December 31, 2025