A Dark Vector Cognition product

Item 4. Mine Safety Disclosures

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Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is registered under the Exchange Act and is listed on the New York Stock Exchange under the symbol “WAT”. As of February 19, 2026, the Company had 5,058 common stockholders of record. The Company has not declared or paid any dividends on its common stock in its past three fiscal years and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made at the discretion of the Board of Directors and will depend on restrictions and other factors the Board of Directors may deem relevant. The Company has not made any sales of unregistered equity securities in the years ended December 31, 2025, 2024 and 2023.

Securities Authorized for Issuance under Equity Compensation Plans

Equity compensation plan information is incorporated by reference from Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this document and should be considered an integral part of this Item 5.

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Stock Price Performance Graph

The following performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares the cumulative total return on $100 invested as of December 31, 2020 (the last day of public trading of the Company’s common stock in fiscal year 2020) through December 31, 2025 (the last day of public trading of the common stock in fiscal year 2025) in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index and the S&P 500 Index. The return of the indices is calculated assuming reinvestment of dividends during the period presented. The Company has not paid any dividends since its IPO. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE DECEMBER 31, 2020

AMONG WATERS CORPORATION, NYSE MARKET INDEX, SIC CODE 3826 INDEX – LABORATORY ANALYTICAL INSTRUMENTS AND S&P 500 INDEX

LOGO

202020212022202320242025
WATERS CORPORATION100.00150.59138.46133.07149.94153.52
NYSE MARKET INDEX100.00120.68109.39124.46144.12169.62
SIC CODE INDEX100.00126.5585.5376.4171.5669.03
S&P 500 INDEX100.00128.71105.40133.10166.40196.16
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Purchases of Equity Securities by the Issuer

The following table provides information about purchases by the Company during the three months ended December 31, 2025 of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramsMaximum Dollar Value of Shares That May Yet Be Purchased Under the Programs **(**in thousands)
September 28, 2025 to October 25, 202581$289.43—$961,207
October 26, 2025 to November 22, 202591$345.95—$961,207
November 23, 2025 to December 31, 2025236$377.12—$961,207
Total408$352.76—$961,207
(1)All shares repurchased as referenced in the table above related to the vesting of restricted stock during the three months ended December 31, 2025.
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