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Item 9B. OTHER INFORMATION

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Item 9B. OTHER INFORMATION

Compensatory Arrangements of Certain Officers

As previously announced by Fortive Corporation (the “Company”), upon consummation of the proposed spin-off (the “Proposed Spin-Off”) of Ralliant Corporation (“Ralliant”) into a separate, publicly-traded company, (i) Olumide Soroye, the Company’s current President and Chief Executive Officer of the Company’s Intelligent Operating Solutions and Advanced Healthcare Solutions segments, will be appointed as the President and Chief Executive Officer of the Company and (ii) Tamara Newcombe, the Company’s current President and Chief Executive Officer of the Company’s Precision Technologies segment, will be appointed as the President and Chief Executive Officer of Ralliant.

In connection with such anticipated appointments, the Company entered into offer letters with each of Mr. Soroye (the “Soroye Offer Letter”) and Ms. Newcombe (the “Newcombe Offer Letter”), in each case, dated as of February 24, 2025.

Pursuant to the Soroye Offer Letter, Mr. Soroye will receive the following changes in his compensation:

  • Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $250,000 increase from his annual base salary in 2024;

  • Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 135% of his base salary, reflecting a percentage decrease from 150% of his base salary in 2024;

  • A target equity award of $8.5 million for 2025, comprised of a $5.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of his target equity award level in March 2024, and a $3.0 million one-time incremental equity award to be granted by the Company at the time of the Proposed Spin-Off;

  • A one-time promotional target equity award of $2.0 million granted at the time of the Proposed Spin-Off; and

  • Personal use of the corporate aircraft with a personal allowance of $150,000 annually.

Pursuant to the Newcombe Offer Letter, which will be assigned to Ralliant at the time of the Proposed Spin-Off, Ms. Newcombe will receive the following changes in her compensation:

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  • Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $275,000 increase from her annual base salary in 2024;

  • Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 125% of her base salary, reflecting a percentage decrease from 150% of her base salary in 2024; provided, however, that following the Proposed Spin-Off, Ms. Newcombe’s participation in the Company’s annual incentive compensation plan will terminate and she will instead become a participant in Ralliant’s annual incentive compensation plan with an expected target bonus of 125% of her base salary, including with respect to her service for the portion of 2025 prior to the Proposed Spin-Off;

  • A target equity award of $5.5 million for 2025, comprised of a $4.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of her target equity award level in March 2024, and a $1 million one-time incremental equity award to be granted by Ralliant after the Proposed Spin-Off; and

  • A one-time equity award of $4.125 million to be granted by Ralliant following the Proposed Spin-Off, comprised of $2.125 million one-time founder’s equity award and $2.0 million one-time equity award in recognition of the equity opportunity forgone with respect to prior Fortive equity awards in connection with the Proposed Separation.

The above description of the Newcombe Offer Letter and the Soroye Offer Letter is not complete and is qualified in its entirety by reference to the text of the offer letters, which are filed with this Annual Report on Form 10-K as Exhibits 10.21, and 10.22, respectively.

Disclosures Pursuant to Section 10(b) of the Securities Exchange Act of 1934

During the fourth quarter ended December 31, 2024, no directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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