Fortive (FTV) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A51 rewritten12 added23 removed291 unchanged
All filing items715 rewritten692 added665 removed1,801 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 2 new, 7 reworded and 26 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 692 added, 665 removed, 715 rewritten and 1,801 unchanged across 18 items that differ.
New Item 1A headings (2)
- Our ability to successfully manage our leadership transition in connection with the completed Separation and attract, develop, and retain senior leaders and other key employees is critical to our success.
- Our strategy requires us to execute and deliver disciplined capital allocation.
Removed Item 1A headings (3)
- Our ability to attract, develop, and retain senior leaders and other key employees is critical to our success.
- Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.
- Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
Reworded Item 1A headings (7)
- If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, [added: international trade policies,] customer demand and supply chain disruptions, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies.
- Our growth depends in part on the timely
[removed: development and][added: development,] commercialization and customer acceptance of new and enhanced products and services based on technological innovation. - Disruptions in, or breaches in security of, our information technology
[removed: systems][added: systems, exfiltration of confidential or sensitive data, and other cyberattacks] have adversely affected, and in the future could adversely affect, our business. - We
[removed: may]use artificial intelligence in our business and in [added: certain of] our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. - Trade relations between the United States and other countries [added: have been volatile and] could have a material adverse effect on our business and financial results.
- Potential indemnification liabilities to [added: Ralliant and] Vontier pursuant to the [added: respective] separation
[removed: agreement][added: agreements] could materially and adversely affect our businesses, financial condition, results of operations, and cash flows. - We could incur significant liability if our separation from Danaher, our separation of
[removed: our Automation and Specialty business, or our separation of]Vontier or our[removed: pending]separation of[removed: the PT segment (collectively,][added: Ralliant (together,] the “Separation Transactions”) are determined to be a taxable transaction.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
51 rewritten, 12 added, 23 removed, 291 unchanged
Our business is impacted by general economic conditions, and adverse economic conditions arising from any slower global economic growth, reduced demand or consumer confidence, energy, manufacturing or component supply constraints arising from international conflicts, high inflation rates and the corresponding interest rate policies, volatility in currency and credit markets, actual or anticipated default on sovereign debt, changes in global trade policies, unemployment and underemployment rates, [added: immigration policies,] reduced levels of capital expenditures, changes in government fiscal and monetary policies, political initiatives targeted at reducing government funding, government deficit reduction and budget negotiation dynamics, sequestration, other austerity measures, political and social instability, other geopolitical conflict, sanctions, natural disasters, public health crises, terrorist attacks, and other challenges affect us and our distributors, customers, and suppliers, including having the effect of:
If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, [added: international trade policies,] customer demand and supply chain disruptions, our profitability may suffer.
Demand for our products and services is also sensitive to changes in customer order patterns, which [added: may be affected by announced price changes, changes in incentive programs, new product introductions, and customer inventory levels.]
Our growth depends in part on the timely [removed: development and] [added: development,] commercialization and customer acceptance of new and enhanced products and services based on technological innovation.
Our ability to [added: successfully manage our leadership transition in connection with the completed Separation and] attract, develop, and retain senior leaders and other key employees is critical to our success.
Our future performance is dependent upon our ability to [added: manage successfully the leadership transitions and continue to] attract, motivate and retain [removed: executives] [added: key leaders] and other key employees.
[removed: The] [added: Unplanned] loss of services of executives and other key employees or the failure to attract, motivate and develop new executives or other key employees could prevent us from successfully implementing and executing business strategies, and therefore adversely affect our financial results.
If we are not competitive or successful in our recruiting efforts, if we cannot attract or retain key employees, [removed: or] if we do not adequately ensure effective succession planning or transfer of knowledge for our key employees, or if [added: some of] our [added: key] employees [removed: leave us] [added: are unable to enter, or choose to leave, the United States] given uncertainties relating to [removed: the separation, resulting in the inability to operate our business with employees possessing the appropriate expertise,] [added: immigration laws or immigration enforcement actions,] our ability to deliver and execute on our operational, development, or portfolio strategies would be adversely affected.
Disruptions in, or breaches in security of, our information technology [removed: systems] [added: systems, exfiltration of confidential or sensitive data, and other cyberattacks] have adversely affected, and in the future could adversely affect, our business.
We rely on information technology systems, some of which are managed by third parties and some of which are managed on a decentralized, independent basis by our operating companies, to process, transmit, and store electronic information (including [added: sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities.]
These systems [removed: may be] [added: can be, and in the past have been,] damaged, disrupted, accessed, or shut down due to attacks by computer hackers, nation states, cyber-criminals, computer viruses, error or malfeasance by employee or former employees, power outages, hardware failures, telecommunication or utility failures, catastrophes, or other similar events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.
In addition, security breaches of our systems or lack of sufficient control in our systems (or the systems of our customers, suppliers or other business partners) could [removed: result] [added: result, and have resulted,] in the misappropriation, change, destruction, exfiltration or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers, or suppliers.
Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, and other cyber-attacks that have resulted in disruption of our operations, unauthorized access to confidential information and increased the cost of operations through containment, investigation and remediation [removed: efforts, including cybersecurity incidents in the fourth quarter of 2023.][added: efforts.]
Any of the attacks, breaches, or other disruptions or damage described above, as well as corresponding [added: investigation, containment, and] remediation efforts, can disrupt our operations, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, [added: disclosure of personal data,] damage customer and business partner relationships and our reputation, or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws, and increased costs for security and remediation, each of which could adversely affect our business and financial results.
We have implemented, and may continue to implement significant restructuring activities across our businesses to adjust our cost [removed: structure.][added: structure, including restructuring activities relating to our recent separation of Ralliant.]
In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing, or using certain products, or be required to redesign, re-engineer, or re-brand our products at [removed: substantial cost, any of which could adversely impact our competitive position and financial results.]
These lawsuits may include claims for compensatory damages, [added: punitive and consequential damages, and/or injunctive relief.]
We [removed: may] use artificial intelligence in our business and in [added: certain of] our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We [removed: may] incorporate artificial intelligence (“AI”) solutions into [added: certain of] our products, services and features, and we [removed: may leverage] [added: have leveraged] AI, including generative AI, in our product development, our operations, and our software programming.
In [removed: 2024,] [added: 2025,] approximately [removed: 46%] [added: 44%] of our sales were derived from customers outside the United States.
[removed: Our] [added: Furthermore, our] international business, including our business in high-growth markets outside the United States, is subject to [added: additional] risks that are customarily encountered in non-U.S. operations, as well as increased risks due to significant uncertainties related to political and economic changes, including:
- changes in a country’s or region’s political or economic conditions, including changes in relationship with the United [removed: States, particularly with respect to China;][added: States;]
Trade relations between the United States and other countries [added: have been volatile and] could have a material adverse effect on our business and financial results.
During [removed: 2024,] [added: 2025,] sales outside the United States accounted for approximately [removed: 46%] [added: 44%] of our total sales for the year.
[removed: There] [added: As a result, there] continues to be significant uncertainty [removed: about] [added: about, and volatility in,] the future relationship between the United States and other countries, [removed: including] [added: especially] with respect to trade policies, treaties, government regulations, sanctions and tariffs.
In particular, there continues to be uncertainty about U.S. foreign trade policy with respect to China, including any changes to the trade policies that [added: have been adopted, and that] may [added: result from the IEEPA Ruling, including any alternative legislative or executive actions that may] be adopted [removed: by the Trump administration.][added: to reimpose similar tariffs.]
Any increased sanctions, [removed: tariffs or] [added: tariffs,] other trade barriers or restrictions [added: or uncertainty] on global [removed: trade, especially] trade [removed: with China,] [added: adopted by or against the United States] could adversely impact our business and financial results.
Overall strengthening of the U.S. dollar during most of fiscal year [removed: 2024] [added: 2025] has increased the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices.
Risk Related to Our [removed: Acquisitions, Investments,] [added: Investments] and Dispositions
[removed: Acquisitions] [added: In particular, acquisitions] and investments that align with our portfolio strategy may be difficult to identify and execute for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.
As part of our business strategy we acquire businesses, make investments, and enter into joint ventures and other strategic relationships in the ordinary course, some of which may be material; please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” [removed: (“MD&A”)] for additional details.
For example, in 2018, we split-off most of our automation and specialty platform in a Reverse Morris Trust transaction with Altra Industrial Motion Corp. and, in [removed: 2020,] [added: 2020 and 2025,] we spun-off our former Industrial Technologies [removed: segment.][added: segment and our former Precision Technologies segment, respectively.]
Potential indemnification liabilities to [added: Ralliant and] Vontier pursuant to the [added: respective] separation [removed: agreement] [added: agreements] could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.
We entered into a separation and distribution agreement and related agreements with Vontier [added: and with Ralliant] to govern the separation and distribution of Vontier and [added: Ralliant, respectively, and] the relationship between [added: each of] the two companies [added: and Fortive] going forward.
If we are required to indemnify Vontier [added: or Ralliant] under the circumstances set forth in these agreements, we may be subject to substantial liabilities.
In addition, with respect to the liabilities for which Vontier [added: or Ralliant] has agreed to indemnify us under these agreements, there can be no assurance that the indemnity rights we have against Vontier [added: or Ralliant, as applicable,] will be sufficient to protect us against the full amount of the liabilities, or that Vontier [added: and Ralliant] will be able to fully satisfy its indemnification obligations.
These regulations and standards are complex, change frequently, have tended to become more [added: stringent over time, and may be inconsistent across jurisdictions.]
For additional information regarding these risks, please refer to Note [removed: 13] [added: 12] to the consolidated financial results.
We cannot assure you that our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial results or that [removed: we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities.]
- we also have agreements to sell products and services to government entities and are subject to various statutes, regulations and other requirements that apply to companies doing business with government entities (approximately $417 million of our [removed: 2024] [added: 2025] sales were made to the U.S. federal government).
In connection with the Separation and as part of our long-term succession planning, we transitioned each of our Chief Executive Officer, Chief Financial Officer, and Chief People Officer roles in 2025 and early 2026.
We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data, and other information that is subject to privacy and security laws, regulations and/or customer-imposed controls.
substantial cost, any of which could adversely impact our competitive position and financial results.
Regional conflicts, including the Russian invasion of Ukraine, conflict in the Middle East, tension between China and Taiwan, could result in sanctions, regional market instability, increased energy and transportation costs, and other adverse regional financial and economic conditions, any of which can impact the demand for, or our ability to sell, our products and services in the impacted regions.
Recent economic, foreign and political policies and enforcement actions, including trade restrictions, withdrawal from global trade agreements, uncertainty relating to the future rate or enforceability of tariffs and reciprocal tariffs, including as a result of the recent ruling by the Supreme Court of the United States invalidating certain tariffs previously imposed under the
International Emergency Economic Powers Act (“the IEEPA Ruling”), changes to immigration laws or enforcement, uncertainty relating to availability of refunds on tariffs that have been invalidated, expectations or actions of customers, suppliers and other distribution or supply chain partners on pricing or costs as a result of the IEEPA Ruling, uncertainty relating to the status of prior trade agreements between the United States and other countries that had been adopted in response to tariffs that have subsequently been invalidated by the IEEPA Ruling, and other similar actions may result in increased transaction and operating costs, adverse regional and global economic conditions, reduced ability to attract talent, supply chain constraints, responsive economic and nationalism outside the United States, and volatile regulatory environment, any of which may adversely affect our business or demand for our products and services.
Our strategy requires us to execute and deliver disciplined capital allocation.
Our Fortive Accelerated strategy requires us to execute and deliver disciplined capital allocation, including investments in organic growth, identifying and successfully acquiring businesses at appropriate prices, and to make other appropriate investments that support our long-term strategy.
we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities.
suits.
- regulators in Europe and certain states in the U.S. have focused efforts on increasing disclosures by companies related to climate change and mitigation efforts that impose increasing compliance burdens and associated regulator costs.
At the same time, conflicting and opposing views on environmental topics, including commitments addressing climate issues, are becoming increasing political, subject to scrutiny from private sectors and government authorities, with such conflicting and opposing views potentially exposing us to environmental or political activist campaigns; and
may be affected by announced price changes, changes in incentive programs, new product introductions, and customer inventory levels.
In particular, the markets for highly skilled employees and leaders in the technology and healthcare industries remain competitive.
sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities.
punitive and consequential damages, and/or injunctive relief.
- impact of geopolitical conflict;
Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.
On September 4, 2024, we announced our intention to separate our Precision Technologies segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.
The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.
The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.
The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including,
among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.
All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.
Our ability to effectuate the Separation, the structure of the Separation, and the anticipated benefits of the Separation may be adversely and materially impacted by adverse market conditions, possible delays in obtaining various tax rulings, regulatory approvals or clearances or otherwise satisfying the required conditions of the Separation, costs or inefficiencies associated with dis-synergies related to the Separation, uncertainty of the financial markets, our business performance, and unanticipated delays in establishing infrastructure or processes for Ralliant.
In addition, the costs and resources required to effectuate the Separation may be significantly higher than what we currently anticipate.
Executing the Separation will also require significant time and attention from management, which could distract them from other tasks in operating our business and result in performance shortfalls.
The pendency of the Separation could negatively impact the market price of our common stock, and even if the Separation is completed, we cannot assure you that the Separation will yield greater benefits to the Company and its shareholders than if the Separation had not occurred.
Following the Separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Separation not occurred.
In addition, if the Separation is ultimately not consummated, the Company will have incurred costs, which may be significant, without realizing the anticipated benefits.
Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
Our ability to grow revenue, earnings, and cash flow at or above our anticipated rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy.
We may not be able to consummate acquisitions at anticipated rates, which could adversely impact our growth rate and our stock price.
In addition, competition for acquisitions and investments may result in higher purchase prices.
stringent over time, and may be inconsistent across jurisdictions.
An excerpt. Shown here: 40 of 51 rewritten, all 12 added and all 23 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
142 rewritten, 83 added, 156 removed, 209 unchanged
The following discussion and analysis of Fortive’s financial condition and results of operations for the fiscal years ended December 31, [removed: 2024] [added: 2025, December 31, 2024,] and December 31, 2023 should be read in conjunction with our audited consolidated financial statements and accompanying notes included in Part II, Item 8 of this Form 10-K.
This Item generally discusses [removed: 2024] [added: 2025, 2024,] and 2023 items and year-to-year comparisons between [added: 2025 and 2024, and] 2024 and 2023.
Our strategic segments - Intelligent Operating Solutions [removed: (“IOS”), Precision Technologies (“PT”),] and Advanced Healthcare Solutions [removed: (“AHS”)] - include [removed: well-known] [added: iconic inventor] brands with leading positions in their markets.
[added: Our businesses design, develop,] manufacture, and [removed: service professional and engineered] [added: market] products, software, and services, building upon leading brand names, innovative technologies, and [removed: significant] [added: strong] market positions.
[removed: We are headquartered in Everett, Washington and have a workforce of more than 18,000] [added: Our] research and development, manufacturing, sales, distribution, service, and administrative [removed: professionals] [added: facilities are located] in [removed: more than] [added: approximately] 50 countries around the world.
Fortive is a multinational business with global operations with approximately [removed: 46%] [added: 44%] of our sales derived from customers outside the United States in [removed: 2024.][added: 2025.]
As a company with global operations, our businesses are affected by worldwide, regional, and industry-specific economic, [added: trade policies, fiscal policies,] regulatory, and political factors.
Our geographic and industry diversity, as well as the range of products, software, and services we offer, typically help limit the impact of any one industry or the economy of any single [removed: country (except] [added: country, except] for the United [removed: States)] [added: States,] on our operating results.
As a result of our geographic and industry diversity, we face a variety of opportunities and challenges, including technological development in most of the markets we serve, the expansion and evolution of opportunities in [removed: high-growth] [added: growing] markets, trends and costs associated with a global labor force, [added: trade policies,] and consolidation of our competitors.
The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales impact from acquired businesses) and (b) the period-to-period change in sales [removed: (excluding sales impact from acquired businesses) after applying the current period foreign exchange rates to the prior year]
References to [added: core] sales [removed: volume from existing businesses] [added: growth] refer to the impact of both price and unit sales.
[removed: Update on Pending Separation of the Precision] [added: Precision] Technologies [removed: Segment][added: Separation]
We [removed: will] continue to [added: monitor the conditions above and] deploy [removed: FBS] [added: the Fortive Business System (“FBS”), including tools and processes] to [added: leverage existing sourcing strategies and optimize production and logistics to] actively manage these challenges and utilize [removed: pricing] [added: pricing, cost] and [added: productivity actions and] other countermeasures [added: designed] to offset the aforementioned dynamics.
[removed: | | | |] 2024 vs. 2023 [removed: | | | | | | | | |]
| Total revenue growth (GAAP) | | | [removed: 2.7] [added: 1.9] | | % | | | | [added: 4.3] | | [added: %] |
| [removed: Impact] [added: Excluding impact] of: | | | | | | | | | | | |
| Acquisitions and [removed: divestitures] [added: Divestitures] | | | [removed: (2.0)] [added: 0.2] | | % | | | | [added: (0.6)] | | [added: %] |
| Currency exchange rates | | | [removed: 0.6] [added: (0.4)] | | % | | | | [added: 0.6] | | [added: %] |
| Core revenue growth (Non-GAAP) | | | [removed: 1.3] [added: 1.7] | | % | | | | [added: 4.3] | | [added: %] |
- [removed: Year-over-year] [added: The year-over-year] increase in price [added: and volume] from existing [removed: businesses, volume growth in IOS and AHS,] [added: businesses] and benefits from productivity measures were partially offset by [removed: a volume decline in certain businesses and end markets within our PT segment,] higher employee [removed: compensation and investment] [added: compensation,] growth [removed: initiatives.][added: investments and the impact of unfavorable changes in foreign exchange rates — favorable 170 basis points]
- The year-over-year effect of [removed: amortization] [added: all other items, including +50 basis points] from [added: lower discrete restructuring charges than in the prior year, +50 basis points from amortization expense for] existing [removed: businesses,] [added: businesses] and impairment of intangible assets incurred in [removed: 2023] [added: 2023, offset by -15 basis points from net effects of acquired businesses] — favorable [removed: 30] [added: 85] basis points
- The year-over-year [removed: net] effect of [removed: acquisition, divestiture] [added: all other items, including -60 basis points in discrete restructuring charges, offset by +20 basis points from amortization expense for existing businesses,] and [removed: separation related transaction] [added: +5 basis points from lower net acquisition and divestiture-related] costs [removed: incurred in the year] — unfavorable [removed: 85] [added: 35] basis points
[removed: | | | | 2024 | | | | | | 2023 | | | | | | | | |][added: 2024 vs. 2023]
[removed: Intelligent Operating Solutions Selected] [added: Selected] Financial Data
| ($ in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | |
[removed: | Operating profit | | | 704.6 | | | | | | 628.8 | | | | | | | | |][added: Operating Profit Margins]
| Depreciation | | | [removed: 40.5] [added: 49.3] | | | | | | [removed: 33.9] [added: 40.5] | | | | | | [added: 33.9] | | |
| Amortization | | | [removed: 188.3] [added: 187.1] | | | | | | [removed: 185.5] [added: 188.3] | | | | | | [added: 185.5] | | |
| Depreciation as a % of sales | | | [removed: 1.5] [added: 1.7] | | % | | | | [removed: 1.3] [added: 1.4] | | % | | | | [added: 1.3] | | [added: %] |
| Amortization as a % of sales | | | [removed: 6.9] [added: 6.6] | | % | | | | [removed: 7.1] [added: 6.7] | | % | | | | [added: 6.9] | | [added: %] |
| Total revenue growth (GAAP) | | | [removed: 3.9] [added: 2.3] | | % | | | | [added: 4.1] | | [added: %] |
| Acquisitions and [removed: divestitures] [added: Divestitures] | | | [removed: (0.8)] [added: 0.4] | | % | | | | [added: (0.8)] | | [added: %] |
| Currency exchange rates | | | [removed: 0.3] [added: (0.6)] | | % | | | | [added: 0.2] | | [added: %] |
| Core revenue growth (Non-GAAP) | | | [removed: 3.4] [added: 2.1] | | % | | | | [added: 3.5] | | [added: %] |
[removed: 2024 COMPARED TO 2023][added: | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |]
Operating profit margin increased [removed: 190] [added: 50] basis points during [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024 resulting from:]
- [removed: Year-over-year] [added: The year-over-year] increase [removed: from favorable pricing] [added: in price] and [removed: higher sales] volume from existing businesses, partially offset by higher employee compensation, customer acquisition costs and marketing costs to support growth initiatives — favorable [removed: 100] [added: 95] basis points
- The year-over-year effect of [removed: amortization] [added: all other items, including +70 basis points in discrete restructuring charges, +55 basis points] from [added: amortization expense associated with] existing [removed: businesses,] [added: businesses] and impairment of intangible assets [removed: incurred] in [removed: 2023—] [added: 2023, offset by -5 basis points from net effects of acquired businesses —] favorable [removed: 50] [added: 120] basis points
| Sales | | | $ | [removed: 2,229.4] [added: 1,302.8] | | | | | $ | [removed: 2,223.7] [added: 1,287.7] | | | | | [added: $] | [added: 1,229.4] | |
[removed: | Operating profit | | | 500.0 | | | | | | 544.2 | | | | | | | | |][added: Operating Profit Margins]
Fortive Corporation (“Fortive,” “the Company,” “we,” “us,” or “our”) innovates essential technologies to keep our world safe and productive.
On June 28, 2025 (the “Distribution Date”), the Company completed the separation (the “Separation” or the “PT Separation”) of its former Precision Technologies segment by distributing to Fortive shareholders on a pro rata basis all of the issued and outstanding common stock of Ralliant Corporation (“Ralliant”), the entity incorporated to hold the PT businesses.
The accounting requirements for reporting Ralliant as a discontinued operation were met when the Separation was completed.
Accordingly, the accompanying consolidated financial statements for all periods presented reflect this business as a discontinued operation.
Unless otherwise indicated, all references in this Annual Report refer to continuing operations.
(excluding sales impact from acquired businesses) after applying the current period foreign exchange rates to the prior year period.
Business Trends
Our financial outlook is subject to various assumptions and risks, including but not limited to: ongoing geopolitical events; global economic and consumer trends and sentiments; monetary policies; inflationary pressures on expenses and pricing; uncertainties in governmental policies on international trade, regulations, sanctions, and healthcare; operational challenges from existing, new, or increased tariffs, in some cases, subsequent rollbacks or suspensions; foreign exchange rate volatility, including the impact of unhedged foreign currency debts; reduction in U.S. government spending due to H.R.1, also known as the One Big Beautiful Bill Act (“OBBBA”); and overall fiscal policies, including investment and taxation policy initiatives being considered in the U.S.; the incremental impacts of the Pillar Two initiative from the Organization for Economic Co-operation and Development (“OECD”); and the impact from the Separation.
In addition, our financial outlook is subject to the impact of the recent ruling by the Supreme Court of the United States invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act ("the IEEPA Ruling"), including the impact on operational and transaction costs, any responsive legislative or executive action seeking to reimpose similar tariffs, our ability to seek and obtain refunds for previously paid tariffs that have been subsequently invalidated, expectations or actions of customers, suppliers and other distribution or supply chain partners on pricing or costs as a result of the IEEPA Ruling, and responsive actions from other countries, including with respect to counter tariffs that had been imposed or trade agreements that had been adopted in response to tariffs that have been subsequently invalidated by the IEEPA Ruling.
| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |
Sales growth in 2025 was driven by favorable pricing of 2.2%, partially offset by a volume decline of 0.6%.
Sales growth in 2024 was driven by favorable pricing of 2.9% and a volume increase of 1.4%.
Geographically, core revenue growth in 2025 was driven primarily by strengthening demand in North America, led by the IOS segment, partially offset by modest declines in Europe.
Core revenue growth in 2024 was driven by modest to moderate growth across all regions, including North America, Europe, the Middle East, and Africa (“EMEA”), Latin America (“LATAM”), and Asia-Pacific (“APAC”).
For further detail, refer to the Intelligent Operating Solutions and Advanced Healthcare Solutions sections below.
2025 vs. 2024
Operating profit margin was 17.3% in 2025, compared to 17.6% in 2024, resulting in a decrease of 30 basis points due to:
- The year-over-year increase from favorable pricing across the segments and benefits from productivity measures and FBS initiatives, partially offset by volume decline and higher employee compensation in both segments; additionally, within the year, the unfavorable impact from tariffs was mitigated by countermeasures — favorable 105 basis points
- The year-over-year effect of all other items, including -100 basis points primarily from incremental stock-based compensation costs related to the Separation, -55 basis points in discrete restructuring charges, partially offset by +20 basis points from amortization expense for existing businesses — unfavorable 135 basis points
Operating profit margin was 17.6% 2024, compared to 14.7% in 2023, resulting in an increase of 290 basis points due to:
| Sales | | | $ | 2,856.3 | | | | | $ | 2,793.2 | | | | | $ | 2,684.5 | |
| Operating profit | | | 738.3 | | | | | | 708.0 | | | | | | 629.9 | | |
| Operating profit as a % of sales | | | 25.8 | | % | | | | 25.3 | | % | | | | 23.5 | | % |
| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |
| Excluding impact of: | | | | | | | | | | | |
Sales growth in 2025 was driven by favorable pricing of 2.2%, including actions taken to mitigate unfavorable tariff impacts.
Volume declined slightly, primarily in professional instrumentation during the first half of the year, partially offset by increases in gas detection products and facilities and asset lifecycle (“FAL”) software and services.
Sales growth in 2024 was driven primarily by favorable pricing of 2.7% and volume gains with FAL software and services and gas detection products.
Geographically, core revenue growth in 2025 was driven primarily by moderate growth in North America, partially offset by modest declines in Europe.
Core revenue growth in 2024 was driven by modest growth across all regions.
2025 vs. 2024
- The year-over-year increase in price and gains achieved from FBS and productivity initiatives which were partially offset by slight volume decline and higher employee compensation; additionally, within the year, the unfavorable impact from tariffs was mitigated by countermeasures — favorable 85 basis points
| ($ in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Operating profit | | | 138.6 | | | | | | 138.5 | | | | | | 83.8 | | |
| Operating profit as a % of sales | | | 10.6 | | % | | | | 10.8 | | % | | | | 6.8 | | % |
| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |
| Excluding impact of: | | | | | | | | | | | |
Sales growth in 2025 was driven by favorable pricing of 2.2%.
Volume declined modestly on reduced demand for sterilization equipment and biomedical test products due to the impact of recent changes in healthcare policy, partially offset by growth in healthcare software and dosimetry services.
Geographically, core revenue growth in 2025 was relatively stable with modest increases in North America mostly offset by modest declines in EMEA.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2023 with the Securities and Exchange Commission on February 27, 2024.
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets.
Our businesses design, develop,
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America, and Asia with the exception of Japan and Australia.
period.
On September 4, 2024, we announced our intention to separate our PT segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant.
The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the PT segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.
The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.
The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.
All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.
Segment Realignment and Divestiture
In January 2024, we realigned Invetech from the AHS segment to the PT segment (the “Segment Realignment”) based on our strategic decision to divest the equipment design and manufacturing businesses of Invetech, while retaining the motion solution businesses (the “Motion Solution Business”) that are more closely aligned with the PT segment than the AHS segment.
In June 2024, we divested and transferred ownership of Invetech, excluding the Motion Solution Business, to its management team (the “Invetech Divestiture”).
As a result of the divestiture, in the year ended December 31, 2024, we recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated Statements of Earnings.
The divested businesses accounted for less than 1.0% of total revenue and less than 1.0% of total assets for the fiscal year ended December 31, 2023.
The Invetech Divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.
Acquisitions
On January 3, 2024, we acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications.
The acquisition of EA will bolster the PT segment’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition.
The total consideration paid was approximately $1.72 billion, net of acquired cash.
We recorded approximately $1.18 billion of goodwill within our PT segment related to the EA acquisition, which is not tax deductible.
We also anticipate future tax benefits as a result of the transaction.
Other Matters
In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by December 31, 2025.
The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign the cost structures between the two companies.
In the first quarter of 2023, we initiated a separate discrete restructuring plan that was completed by the end of 2023.
The nature of the activities in 2023 was broadly consistent throughout our segments and consisted primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions.
We incurred these costs to position ourselves to provide superior products and services to customers in a cost-efficient manner, while taking into consideration the impact of broad economic uncertainties.
We incurred charges of $19.7 million and $58.6 million during the years ended December 31, 2024 and 2023, respectively.
Business Performance and Outlook
*Business Performance*
During 2024, aggregate year-over-year sales increased 2.7%, driven by a 1.3% increase in our core revenue and a 2.0% increase from acquisitions, net of divestiture, partially offset by a decline of 0.6% due to unfavorable foreign currency translation.
Core revenue growth included favorable pricing of 2.7%, partially offset by volume decline of 1.4%.
Geographically, core revenue in developed markets increased by low single-digits during 2024, driven by low single-digit growth in North America, while Western Europe decreased slightly.
Core revenue in high growth markets increased slightly, driven by low double-digit growth in Latin America, partially offset by a low single-digit decline in Asia, where China declined by high single-digits.
*2025 Outlook*
We anticipate full year sales growth to be between approximately flat and 2.0% with year-over-year growth from existing businesses of approximately 1.5% and 3.5%.
We expect foreign exchange rates to remain volatile throughout the year, which could continue to impact our financial results.
Additionally, our financial outlook is subject to various assumptions and risks, including but not limited to, ongoing geopolitical developments and events, global uncertainties related to governmental policies toward international trade, monetary and fiscal policies, including the current uncertainty about the future relationship between the United States and other major regions with respect to trade policies, treaties, government regulations, sanctions and tariffs, macroeconomic conditions in the United States, China, and other critical regions, impact from our pending separation into two independent publicly traded companies, and the impact of inflationary dynamics on our expenses or our ability to realize price increases in our sales, interest rates, market conditions in key product segments, and elective surgery rates.
An excerpt. Shown here: 40 of 142 rewritten, 40 of 83 added and 40 of 156 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 1. BUSINESS
29 rewritten, 20 added, 37 removed, 169 unchanged
Our strategic segments - Intelligent Operating [removed: Solutions, Precision Technologies,] [added: Solutions] and Advanced Healthcare Solutions - include [removed: well-known] [added: iconic inventor] brands with leading positions in their markets.
Our businesses design, develop, manufacture, and [removed: service professional and engineered] [added: market] products, software, and services, building upon leading brand names, innovative technologies, and [removed: significant] [added: strong] market positions.
We are headquartered in Everett, Washington and have a workforce of more than [removed: 18,000] [added: 10,000] research and development, manufacturing, sales, distribution, service, and administrative professionals in [removed: more than] [added: approximately] 50 countries around the world.
On [removed: September 4, 2024,] [added: June 28, 2025,] we [removed: announced our intention to separate] [added: separated] our Precision Technologies segment business into an independent publicly-traded company (the [removed: “Separation”), which will be] [added: “Separation”)] named [removed: Ralliant.][added: Ralliant Corporation (“Ralliant”).]
The Separation [removed: is intended] [added: was effected] to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.
[removed: The execution of our disciplined acquisition strategy is strengthened by the value] FBS [removed: creates and] is a critical component of how we achieve sustained [removed: results] [added: success] over time.
We strive to accelerate transformation in high-impact fields, such as workplace [added: and industrial] safety, [removed: engineering,] and healthcare, delivering [removed: high-tech] [added: advanced technology] solutions [removed: and] [added: with] high impact for [removed: engineers, scientists,] frontline workers, [added: healthcare professionals, patients,] and [removed: patients around the world.][added: more, worldwide.]
We operate and report our results in [removed: three] [added: two] segments, Intelligent Operating [removed: Solutions, Precision Technologies,] [added: Solutions] and Advanced Healthcare Solutions, [removed: each] [added: both] of which [removed: is] [added: are] further described below.
These offerings include [removed: electrical test & measurement,] [added: professional instruments used in applications including maintenance, repair, measurement and condition monitoring,] facility and asset lifecycle software applications, connected worker safety and compliance solutions across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.
Products and services within our Intelligent Operating Solutions segment are marketed under a variety of leading brands, including [removed: ACCRUENT,] FLUKE, [added: SERVICECHANNEL,] GORDIAN, [added: ACCRUENT,] INDUSTRIAL SCIENTIFIC, [removed: INTELEX, PRUFTECHNIK,] and [removed: SERVICECHANNEL.][added: INTELEX.]
Products and services in our Advanced Healthcare Solutions segment are marketed under a variety of brands, including [removed: ASP,] [added: ADVANCED STERILIZATION PRODUCTS “ASP”,] CENSIS, [removed: CENSITRAC, EVOTECH,] FLUKE BIOMEDICAL, LANDAUER, [removed: PROVATION, RAYSAFE,] and [removed: STERRAD.][added: PROVATION.]
While [added: recent volatility in global trade policy and] the remediation efforts taken by certain jurisdictions in response to events, [removed: such as the COVID-19 pandemic] and the disruptions from the Ukraine/Russia [removed: conflict,] [added: conflict and other geopolitical tensions and conflicts,] have raised material and shipping costs, our supply chain was responsive to these dynamics, and we implemented solutions, including through FBS and working collaboratively with our suppliers, to effectively support our operations, and help countermeasure production material shortages and distribution limitations.
Our inclusive growth culture [removed: sets the tone for] [added: underpins] Fortive’s people strategy [removed: and drives Fortive’s success.][added: to deliver on our employee experience promise: For you.]
Fortive is committed to adhering to [removed: EEO (equal employment opportunity)] [added: Equal Employment Opportunity (EEO)] principles.
Our Board of Directors, along with the Compensation Committee, [removed: also] oversee our [removed: inclusive growth culture practices as an integral part of our] people [removed: strategy] [added: strategy, culture,] and [removed: measurement actions.][added: rewards systems.]
[removed: Business,] Career [removed: Development,] [added: Development] and Reward Systems
Our career development [removed: and reward] systems advance our people strategy by attracting, [removed: growing,] [added: developing,] and retaining the exceptional people we need now and in the future.
[removed: Our Performance] [added: Specifically, our performance] and [removed: Development] [added: development] processes drive [removed: results] [added: outcomes] and career growth for our global teams.
Together, these [added: systems] provide a roadmap for the way we work, deliver results, and build [removed: high-performing teams.][added: amazing day-to-day experiences in the workplace.]
[removed: Additionally, we design our] [added: Our] Total Rewards programs [added: are designed] to attract and retain talented, curious people with a growth mindset and a passion for innovation, collaboration, and continuous improvement.
We also invest in our people at every level through our [removed: growth and] development experiences.
These experiences range from leadership learning [removed: and FBS immersion] to [added: curated skills-based learning pathways, to] hands-on skill building in each of our three FBS [removed: pillars—growth,] [added: pillars: growth,] lean, and leadership.
Collectively, these [added: tools and] experiences [removed: build skills,] [added: enhance development,] strengthen performance, and prepare our [removed: people] [added: team members] for challenging opportunities and outsized impact.
With our [removed: strong] [added: market-leading portfolio] and [removed: evolving portfolio,] [added: performance and development approach,] our people have the opportunity to accelerate their career across multiple industries, [removed: meaningfully contributing] [added: contribute] to customer [removed: success] [added: success,] and [added: make a meaningful] impact in the world.
Although the majority of our revenue in [removed: 2024] [added: 2025] was from customers other than governmental entities, each of our segments has agreements relating to the sale of products and services to government entities.
[removed: As a result, we are subject to various statutes] and regulations that apply to companies doing business with governments and government-owned entities.
[removed: In particular, the U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving, or providing remuneration (including any] kickback or bribe), directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a federal healthcare program, such as Medicare or Medicaid.
Given the international scope of [removed: operation,] [added: our operations,] we are subject to various U.S. and non-U.S. laws outlawing bribes, kickbacks, payoffs, and other improper payments.
For a discussion of the environmental laws and regulations that our operations, products, and services are subject to and other environmental contingencies, please refer to Note [removed: 13] [added: 12] to the consolidated financial statements included in this Annual Report.
Fortive Corporation innovates essential technologies to keep our world safe and productive.
We are continually evolving FBS to accelerate and sustain progress in every aspect of our business and deliver on our “Fortive Accelerated” strategy of faster profitable growth, disciplined capital allocation and building and maintaining investor trust.
In doing so, we have incorporated new technology enablers, like artificial intelligence and machine learning and are building new capabilities to drive accelerated innovation, greater commercial success and more recurring customer value.
We are guided by our shared purpose, innovating essential technologies to keep our world safe and productive.
People Strategy
Our Fortive team of over 10,000 people around the world are united by a powerful purpose: innovating essential technologies to keep our world safe and productive.
Our Fortive Accelerated growth strategy is the engine that drives that purpose forward, increasing our positive impact.
The Fortive Accelerated strategy is built on three pillars: profitable organic growth acceleration powered by the amplified Fortive Business System (FBS), disciplined capital allocation, and a commitment to building investor trust.
Our people are the foundation of this Fortive Accelerated growth strategy.
Creating an outstanding employee experience, where each team member feels empowered, supported, and proud is a critical driver of our sustainable success.
We advance our people strategy through thoughtful employee experience management – using deep understanding of our people, continuous feedback mechanisms, and a clear cultural compass to guide how we design and deliver our people practices, with a particular focus on our career development and rewards systems.
We are committed to nurturing and continuously improving Fortive as an amazing place to work – so we can achieve more for our customers, our teams, and the world.
Culture
We foster an inclusive environment supercharged by continuous improvement, innovation, and growth mindsets to enable team members to meaningfully grow their careers, make an impact, and feel true ownership in our shared success.
Performance for Growth deploys our strategies into clear goals throughout the organization, while Development for Growth ensures excellence in how those results were achieved.
This translates the behaviors that underpin our desired leader competencies, at all levels of the organization.
FBS has been infused with AI capabilities, streamlining and reinforcing our growth-oriented tools and training for team members.
We offer leading programs that inspire and reward superior performance, paired with comprehensive benefits that enhance holistic well-being for every employee and their families.
As a result, we are subject to various statutes
In particular, the U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving, or providing remuneration (including any
Fortive Corporation is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets.
The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.
The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.
We are committed to delivering on our financial commitments and engaging our leaders and teams to accelerate and sustain progress in every aspect of the business, including new product development and commercialization, finance, human capital management, and sustainability.
We are continually evolving FBS to meet the changing needs of our portfolio and incorporating new technology enablers, like artificial intelligence and machine learning, to drive faster growth, more productivity, and greater impact.
We are guided by our shared purpose to deliver essential technology for the people who accelerate progress.
Precision Technologies
On September 4, 2024, we announced our intention to separate our Precision Technologies segment into an independent publicly traded company, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals.
Our Precision Technologies segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything.
Our expertise in materials, methods and measurements are reflected in our electrical test & measurement and sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries.
Customers for these products and services include design engineers for advanced electronic devices and equipment, process and quality engineers focused on improved process capability and productivity, facility maintenance managers driving increased uptime, and other customers for whom precise measurement, reliability, and compliance are critical in their applications.
Products and services in our Precision Technologies segment are marketed under a variety of brands, including ANDERSON-NEGELE, GEMS, SETRA, HENGSTLER-DYNAPAR, QUALITROL, PACIFIC SCIENTIFIC, KEITHLEY and TEKTRONIX.
Human Capital Management
Fortive is a global team, over 18,000 strong, energized by a powerful purpose.
Our people strategy centers on empowering inclusive teams working together to solve problems no one could solve alone.
We intentionally seek out different skills, backgrounds, and voices to deliver results for our customers and fulfill our employee promise – For you.
For us.
For growth.
Our people strategy is defined by this inclusive growth culture and is advanced through FBS and our career development and reward systems.
We continually measure, review, and refine our people strategy through measured employee experience processes.
These key elements enable us to accelerate progress for our customers, our teams, and the world.
Inclusive Growth Culture
We are more together.
We know that a workforce empowered by inclusivity, continuous improvement, and FBS creates extraordinary long-term value for our customers, people and shareholders.
We are focused on cultivating an inclusive workplace where everyone can contribute to their fullest potential, attracting and retaining top talent from a wide variety of candidate sources, and sustaining policies and practices to ensure that no group is inadvertently disadvantaged.
We are committed to continued transparency by publicly sharing our workforce representation and inclusion results through our website (where we provide our EEO-1 report), and our annual Sustainability Report.
Our culture of continuous improvement inspires us to keep experimenting, growing, and learning.
These business and career development systems strengthen our ability to deliver our employee value proposition, build our employer brand, drive professional growth for our people and results for our customers.
Performance for Growth rigorously deploys our strategies into cascaded goals throughout the organization, while Development for Growth translates our beliefs and values into desired leader competencies, at all levels of the organization.
We offer leading programs that inspire and reward superior performance, are equitable, and foster an inclusive, diverse, and healthy global workforce.
Employee Experience and Feedback
Our promise to employees is ‒ For you.
To achieve this promise, our leaders at all levels of the organization actively seek feedback with quarterly touchpoints to strengthen our inclusive growth culture.
In our last comprehensive census survey in Q4 2024, over 85% of our global team responded, delivering continued strength in overall engagement and inclusion and belonging at high ratings of 76% and 84%, respectively.
Our results continue to inform both management and our Board of Directors on appropriate actions to enhance our culture and overall employee experience.
Item 3. LEGAL PROCEEDINGS
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Please refer to Note [removed: 13] [added: 12] to the consolidated financial statements for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to "Item 1A.
Cover and table of contents
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For the fiscal year ended December 31, [removed: 2024][added: 2025]
As of February [removed: 21, 2025] [added: 20, 2026] there were [removed: 340,290,131] [added: 307,859,190] shares of Registrant’s common stock outstanding.
The aggregate market value of common stock held by non-affiliates of the Registrant as of June [removed: 28, 2024] [added: 27, 2025] was [removed: $25.9] [added: $18.2] billion, based upon the closing price of the Registrant’s common stock on the New York Stock Exchange.
Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders (the [removed: “2025] [added: “2026] Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end.
With the exception of the sections of the [removed: 2025] [added: 2026] Proxy Statement specifically incorporated herein by reference, the [removed: 2025] [added: 2026] Proxy Statement is not deemed to be filed as part of this Form 10-K.
| | | | Item 1A. | | | [Risk Factors](#iaa9cb7a7438443ce889d2e74b0169e5d_19) | | | [removed: [12](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] [added: [11](#iaa9cb7a7438443ce889d2e74b0169e5d_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff Comments](#iaa9cb7a7438443ce889d2e74b0169e5d_22) | | | [removed: [24](#iaa9cb7a7438443ce889d2e74b0169e5d_22)] [added: [23](#iaa9cb7a7438443ce889d2e74b0169e5d_22)] | | |
| | | | Item 1C. | | | [C](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[yber](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[sec](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)[urity](#iaa9cb7a7438443ce889d2e74b0169e5d_2813) | | | [removed: [24](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)] [added: [23](#iaa9cb7a7438443ce889d2e74b0169e5d_2813)] | | |
| | | | Item 2. | | | [Properties](#iaa9cb7a7438443ce889d2e74b0169e5d_25) | | | [removed: [26](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] [added: [25](#iaa9cb7a7438443ce889d2e74b0169e5d_25)] | | |
| | | | Item 3. | | | [Legal Proceedings](#iaa9cb7a7438443ce889d2e74b0169e5d_28) | | | [removed: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_28)] [added: [26](#iaa9cb7a7438443ce889d2e74b0169e5d_28)] | | |
| | | | Item 4. | | | [Mine Safety Disclosures](#iaa9cb7a7438443ce889d2e74b0169e5d_31) | | | [removed: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_31)] [added: [26](#iaa9cb7a7438443ce889d2e74b0169e5d_31)] | | |
| | | | | | | [Information about our Executive Officers](#iaa9cb7a7438443ce889d2e74b0169e5d_34) | | | [removed: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_34)] [added: [26](#iaa9cb7a7438443ce889d2e74b0169e5d_34)] | | |
| | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#iaa9cb7a7438443ce889d2e74b0169e5d_40) | | | [removed: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] [added: [27](#iaa9cb7a7438443ce889d2e74b0169e5d_40)] | | |
| | | | Item 6. | | | [\[Reserved\]](#iaa9cb7a7438443ce889d2e74b0169e5d_43) | | | [removed: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_43)] [added: [28](#iaa9cb7a7438443ce889d2e74b0169e5d_43)] | | |
| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#iaa9cb7a7438443ce889d2e74b0169e5d_49) | | | [removed: [29](#iaa9cb7a7438443ce889d2e74b0169e5d_49)] [added: [28](#iaa9cb7a7438443ce889d2e74b0169e5d_49)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market Risk](#iaa9cb7a7438443ce889d2e74b0169e5d_139) | | | [removed: [46](#iaa9cb7a7438443ce889d2e74b0169e5d_139)] [added: [42](#iaa9cb7a7438443ce889d2e74b0169e5d_139)] | | |
| | | | Item 8. | | | [Financial Statements and Supplementary Data](#iaa9cb7a7438443ce889d2e74b0169e5d_142) | | | [removed: [47](#iaa9cb7a7438443ce889d2e74b0169e5d_142)] [added: [43](#iaa9cb7a7438443ce889d2e74b0169e5d_142)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#iaa9cb7a7438443ce889d2e74b0169e5d_253) | | | [removed: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] [added: [86](#iaa9cb7a7438443ce889d2e74b0169e5d_253)] | | |
| | | | Item 9A. | | | [Controls and Procedures](#iaa9cb7a7438443ce889d2e74b0169e5d_256) | | | [removed: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] [added: [86](#iaa9cb7a7438443ce889d2e74b0169e5d_256)] | | |
| | | | Item 9B. | | | [Other Information](#iaa9cb7a7438443ce889d2e74b0169e5d_259) | | | [removed: [92](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] [added: [86](#iaa9cb7a7438443ce889d2e74b0169e5d_259)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#iaa9cb7a7438443ce889d2e74b0169e5d_262) | | | [removed: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] [added: [86](#iaa9cb7a7438443ce889d2e74b0169e5d_262)] | | |
| | | | Item 10. | | | [Directors, Executive Officers and Corporate Governance](#iaa9cb7a7438443ce889d2e74b0169e5d_268) | | | [removed: [93](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] [added: [86](#iaa9cb7a7438443ce889d2e74b0169e5d_268)] | | |
| | | | Item 11. | | | [Executive Compensation](#iaa9cb7a7438443ce889d2e74b0169e5d_271) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_271)] [added: [87](#iaa9cb7a7438443ce889d2e74b0169e5d_271)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#iaa9cb7a7438443ce889d2e74b0169e5d_274) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_274)] [added: [87](#iaa9cb7a7438443ce889d2e74b0169e5d_274)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director Independence](#iaa9cb7a7438443ce889d2e74b0169e5d_277) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_277)] [added: [87](#iaa9cb7a7438443ce889d2e74b0169e5d_277)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and Services](#iaa9cb7a7438443ce889d2e74b0169e5d_280) | | | [removed: [94](#iaa9cb7a7438443ce889d2e74b0169e5d_280)] [added: [87](#iaa9cb7a7438443ce889d2e74b0169e5d_280)] | | |
| | | | Item 15. | | | [Exhibits and Financial Schedules](#iaa9cb7a7438443ce889d2e74b0169e5d_286) | | | [removed: [95](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] [added: [88](#iaa9cb7a7438443ce889d2e74b0169e5d_286)] | | |
| | | | Item 16. | | | [Form 10-K Summary](#iaa9cb7a7438443ce889d2e74b0169e5d_289) | | | [removed: [95](#iaa9cb7a7438443ce889d2e74b0169e5d_289)] [added: [88](#iaa9cb7a7438443ce889d2e74b0169e5d_289)] | | |
All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; [added: impact of government actions, including tariffs, other trade policies, government spending and tax laws;] management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; [removed: our plans to separate into two independent, publicly traded companies;] [added: the anticipated impacts and benefits of the completed separation of Ralliant Corporation (“Ralliant”);] new or modified laws, regulations and accounting pronouncements; impact of climate-related events or transition activities; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future.
- If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, [added: international trade policies,] customer demand and supply chain disruptions, our profitability may suffer.
- Our growth depends in part on the timely [removed: development and] [added: development,] commercialization and customer acceptance of new and enhanced products and services based on technological innovation.
- Our ability to [added: successfully manage our leadership transition in connection with the completed Separation and] attract, develop, and retain senior leaders and other key employees is critical to our success.
- Disruptions in, or breaches in security of, our information technology [removed: systems] [added: systems, exfiltration of confidential or sensitive data, and other cyberattacks] have adversely affected, and in the future could adversely affect, our business.
- We [removed: may] use artificial intelligence in our business and in [added: certain of] our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
- International economic, political, legal, [removed: trade policies,] compliance, and business factors could negatively affect our financial results.
- Trade relations between the United States and other countries [added: have been volatile and] could have a material adverse effect on our business and financial results.
Risk Related to Our [removed: Acquisitions, Investments,] [added: Investments] and Dispositions
- Potential indemnification liabilities to [added: Ralliant and] Vontier Corporation (“Vontier”) pursuant to the [added: respective] separation [removed: agreement] [added: agreements] could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.
- We could incur significant liability if our separation from Danaher, our separation of [removed: our Automation and Specialty business,] [added: Vontier] or our separation of [removed: Vontier (collectively,] [added: Ralliant (together,] the “Separation Transactions”) are determined to be a taxable transaction.
- Our strategy requires us to execute and deliver disciplined capital allocation.
| 3.700% Notes due 2026 | | | FTV26A | | | New York Stock Exchange | | |
- Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.
- Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
Item 1C. CYBERSECURITY
1 rewritten, 0 added, 1 removed, 43 unchanged
[added: As part of this process,] both corporate and operating company leaders collaborate with subject matter experts to identify and assess cybersecurity threats and implement relevant countermeasures.
As part of this process,
Item 2. PROPERTIES
5 rewritten, 1 added, 1 removed, 4 unchanged
As of December 31, [removed: 2024,] [added: 2025,] our facilities included approximately [removed: 60] [added: 40] significant facilities, which are used for manufacturing, distribution, warehousing, research and development, general administrative, and/or sales functions.
Approximately [removed: 35] [added: 20] of these facilities are located in the United States in over [removed: 15] [added: 10] states and approximately [removed: 25] [added: 20] are located outside the United States in [removed: 15] [added: over 10] countries, including Canada and [removed: countries in Asia Pacific, Europe, and Latin America.]
Particularly outside the United States, facilities may serve more than one business segment and may be used for multiple purposes, such as administration, sales, manufacturing, warehousing, and/or [added: distribution.]
The approximate number of significant facilities by business segment is: Intelligent Operating Solutions [removed: 20, Precision Technologies 30,] [added: 25] and Advanced Healthcare Solutions [removed: 10.][added: 15.]
Please refer to Note [removed: 8] [added: 7] to the consolidated financial statements for additional information with respect to our lease commitments.
countries in Asia Pacific, Europe, and Latin America.
distribution.
Item 4. MINE SAFETY DISCLOSURES
8 rewritten, 8 added, 25 removed, 11 unchanged
Set forth below are the names, ages, positions, and experience of our executive officers as of February 25, [removed: 2025.][added: 2026.]
| [removed: James A. Lico] [added: Olumide Soroye] | | | | | | [removed: 59] [added: 53] | | | | | | President and Chief Executive Officer | | | | | | [removed: 2016] [added: 2021] | | |
| [removed: Charles E. McLaughlin] [added: Mark Okerstrom] | | | | | | [removed: 63] [added: 53] | | | | | | Senior Vice President – Chief Financial Officer | | | | | | [removed: 2016] [added: 2025] | | |
[removed: | Olumide] [added: Prior to June 2025, Mr.] Soroye [removed: | | | | | | 52 | | | | | |] [added: served as] President and CEO of Intelligent Operating Solutions [added: from August 2021] and [added: President and CEO of] Advanced Healthcare Solutions [removed: | | | | | | 2021 | | |][added: from January 2025.]
| Peter C. Underwood | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President – [removed: General Counsel] [added: Chief Legal Officer] | | | | | | 2016 | | |
[removed: McLaughlin] [added: Mark Okerstrom] has served as Senior Vice President, Chief Financial Officer [added: of Fortive] since [removed: July 2016.][added: March 2025.]
Olumide Soroye has served as President and CEO [removed: of Intelligent Operating Solutions since August 2021] and [removed: President and CEO] [added: a Director] of [removed: Advanced Healthcare Solutions] [added: Fortive] since [removed: January] [added: June] 2025.
Underwood has served as Senior Vice President, [removed: General Counsel] [added: Chief Legal Officer] of Fortive since [added: January 2025 and as Senior Vice President, General Counsel from] May [removed: 2016.][added: 2016 to January 2025.]
| Amee Desjourdy | | | | | | 53 | | | | | | Senior Vice President – Chief People Officer | | | | | | 2026 | | |
Prior to joining Fortive, Mr. Okerstrom served as an advisor at Bain & Company from April 2024 to March 2025 and as an advisor at Advent International from November 2024 to March 2025.
In addition, Mr. Okerstrom served as President and Chief Operating Officer of Convoy, Inc. from August 2020 to October 2023.
Prior to joining Convoy, Inc., Mr. Okerstrom served in various roles, including as Chief Executive Officer, President, Chief Financial Officer, Executive Vice President of Operations, and Senior Vice President of Corporate Development, at Expedia Group, Inc. from 2006 to 2019.
Amee Desjourdy has served as Senior Vice President – Chief People Officer of Fortive since January 2026.
Prior to joining Fortive, Ms. Desjourdy served in Chief Human Resource Officer roles at Hitachi Ltd from July 2022 to January 2026.
Prior to joining Hitachi Ltd, Ms. Desjourdy was Chief People Officer of Brightcove, a software company providing secure and scalable streaming platform to organizations, from February 2020 to July 2022.
Prior to joining Brightcove, Ms. Desjourdy served as the Chief People and Culture Officer of Quanterix, a biotehcnology company, from 2019 to 2020 and as the Chief Human Resources Officers of Global Partners LP, an energy company, from 2014 to 2019.
| Tamara S. Newcombe | | | | | | 59 | | | | | | President and CEO of Precision Technologies | | | | | | 2022 | | |
| Jonathan L. Schwarz | | | | | | 53 | | | | | | Senior Vice President – Corporate Development | | | | | | 2016 | | |
| Edward R. Simmons | | | | | | 51 | | | | | | Senior Vice President – Strategy | | | | | | 2021 | | |
| Stacey A. Walker | | | | | | 54 | | | | | | Senior Vice President – Human Resources | | | | | | 2016 | | |
James A.
Lico has served as Chief Executive Officer and President, as well as a member of the Board since July 2016.
Prior to July 2016, Mr. Lico served in leadership positions in a variety of different functions and businesses at Danaher after joining Danaher in 1996, including as Executive Vice President from 2005 to 2016.
Charles E.
Prior to July 2016, Mr. McLaughlin served as Senior Vice President-Diagnostics Group CFO for Danaher’s Diagnostics business from May 2012 to July 2016, and as Senior Vice President-Chief Financial Officer of Danaher’s Beckman Coulter business from July 2011 to July 2016.
Tamara S.
Newcombe has served as President and CEO of Precision Technologies since January 2022 and President and CEO of Advanced Healthcare Solutions from June 2023 to January 2025.
Prior to January 2022, Ms. Newcombe was Group President from May 2021 to December 2021, President of Tektronix from April 2019 to December 2021, and Commercial President of Tektronix from February 2017 to April 2019.
Prior to joining Tektronix, Ms. Newcombe was Vice President of Sales at Cisco Systems, Inc. from November 2009 to February 2017.
Jonathan L.
Schwarz has served as Senior Vice President, Corporate Development since February 2021 and as Vice President, Strategy and Corporate Development from April 2019 to February 2021 and as Vice President, Corporate Development from July 2016 to April 2019.
Prior to July 2016, Mr. Schwarz served as Vice President-Corporate Development of Danaher from 2010 to July 2016.
Edward R.
Simmons has served as Senior Vice President, Strategy of Fortive since February 2021.
From June 2018 to December 2020, Mr. Simmons was the President of Vista Consulting Group for Vista Equity Partners, a leading private investment firm focused on software, data, and technology-enabled businesses.
In addition, from September 1999 through May
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
2018, Mr. Simmons served as a Partner of Bain & Company where he served as a Director in its Private Equity Practice and led its Technology, Media, and Telecommunications practice.
Stacey A.
Walker has served as a Senior Vice President, Human Resources of Fortive since July 2016.
Prior to July 2016, Ms. Walker served as Vice President-Talent Management of Danaher from January 2014 to July 2016 after serving as Vice President-Talent Planning from December 2012 to December 2013 and as Vice President-Human Resources for Danaher’s Chemtreat business from 2008 to November 2012.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
8 rewritten, 27 added, 7 removed, 5 unchanged
As of February [removed: 21, 2025,] [added: 20, 2026,] there were approximately [removed: 1,600] [added: 1,523] holders of record of our common stock.
On February 17, 2022, [removed: the Company's] [added: our] Board [removed: of Directors] approved a share repurchase program authorizing [removed: the Company] [added: us] to repurchase up to 20 million shares of [removed: the Company's] [added: our] outstanding common stock [removed: from time to time on the open market or in privately negotiated transactions.][added: (the “General Share Repurchase Program”).]
On [removed: January 23, 2024, the Company’s] [added: May 27, 2025 and November 5, 2025, our] Board [removed: of Directors] increased the number of shares authorized under the [removed: share repurchase program] [added: General Share Repurchase Program] by an additional [removed: 11] [added: 15.6] million [removed: shares, with 8] [added: and 12.1] million [removed: remaining authorized under the share repurchase program as of December 31, 2024.][added: shares, respectively.]
There is no expiration date for the repurchase [removed: program,] [added: programs,] and the timing and amount of repurchases under the [removed: program] [added: programs] are determined by [removed: the Company's] [added: our] management based on market [removed: conditions] [added: conditions, tax regulations] and other factors.
The repurchase [removed: program] [added: programs] may be suspended or discontinued at any time by the [removed: Board of Directors.][added: Board.]
During the fiscal year ended December 31, [removed: 2024,] [added: 2025,] the Company purchased [removed: 12.0] [added: 30.4] million shares of its common stock at an average share price of [removed: $73.93, including 6.2 million shares at an average share price of $75.01 during the fourth quarter of 2024.][added: $52.79.]
The following table provides details about our share repurchases during the fiscal quarter ended December 31, [removed: 2024.][added: 2025.]
| Period | | | Total number of shares (or units) purchased | | | | | | Average price paid per share (or unit) | | | | | | Total [removed: number of] [added: number of] shares (or [removed: units) purchased as] [added: units) purchased as] part of [removed: publicly announced] [added: publicly announced] plans [removed: or programs] [added: or programs (a)] | | | | | | Maximum number [removed: (or approximate dollar value)] of shares (or units) that may yet be purchased under the [removed: plans or programs] [added: General Share Repurchase Program] | | | [added: | | | Maximum approximate dollar value that may yet be purchased under the Special Share Repurchase Program | | |]
We currently pay a quarterly dividend of $0.06 per share on our common stock.
Under this program, shares may be repurchased from time to time on the open market or in privately negotiated transactions, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plans”).
On May 27, 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which we may purchase up to $550 million in our common stock exclusively from the proceeds we received as a dividend from Ralliant in connection with the Separation (the “Ralliant Dividend”) (as defined herein), together with any other cash received from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”).
Repurchases of shares of our common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.
As of December 31, 2025, there were 15.5 million shares remaining authorized under the General Share Repurchase Program and $67.5 million remaining authorized under the Special Share Repurchase Program, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 27 - October 26 | | | — | | | | | | $ | — | | | | | — | | | | | | 8,258,190 | | | | | | $ | 78,204,249 | |
| October 27 - November 26 | | | 3,794,362 | | | | | | 51.03 | | | | | | 3,794,362 | | | | | | 16,628,911 | | | | | | 78,204,249 | | |
| November 27 - December 31 | | | 1,319,684 | | | | | | 54.03 | | | | | | 1,319,684 | | | | | | 15,503,263 | | | | | | 67,483,059 | | |
| Total | | | 5,114,046 | | | | | | $ | 51.80 | | | | | 5,114,046 | | | | | | 15,503,263 | | | | | | 67,483,059 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (a) The total amount includes 194,036 shares purchased under the Special Repurchase Program. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company Stock Performance
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
The following graph shows a comparison of five-year cumulative total shareholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index, and the S&P 500 Industrials Index.
The graph assumes $100 was invested in each of the Company’s common stock, the S&P 500 Index, and the S&P 500 Industrial Index as of the market close on December 31, 2020.
Past stock performance is not necessarily indicative of future stock price performance.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 12/31/2021 | | | 12/30/2022 | | | 12/29/2023 | | | 12/27/2024 | | | 12/31/2025 | | |
| Fortive Corporation | | | 108.14 | | | 91.47 | | | 105.27 | | | 107.67 | | | 105.68 | | |
| S&P 500 | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | |
| S&P 500 Industrials | | | 121.12 | | | 114.48 | | | 135.24 | | | 158.87 | | | 189.72 | | |
| *Assumes $100 was invested for each annual period. | | | | | | | | | | | | | | | | | |
In the fourth quarter of 2023, we increased the quarterly dividend paid from $0.07 per share to $0.08 per share on our common stock.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 28 - October 27 | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |
| October 28 - November 27 | | | 6,200,000 | | | | | | 75.01 | | | | | | 6,200,000 | | | | | | 7,990,143 | | |
| November 28 - December 31 | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |
| Total | | | 6,200,000 | | | | | | $ | 75.01 | | | | | 6,200,000 | | | | | | 7,990,143 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
385 rewritten, 502 added, 380 removed, 759 unchanged
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on this assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.
This report dated February 25, [removed: 2025] [added: 2026] appears on page [removed: [48](#iaa9cb7a7438443ce889d2e74b0169e5d_148)] [added: [44](#iaa9cb7a7438443ce889d2e74b0169e5d_148)] of this Form 10-K.
We have audited Fortive Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).
In our opinion, Fortive Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 25, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.
We have audited the accompanying consolidated balance sheets of Fortive Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | Accounting for [removed: the acquisition of EA Elektro-Automatik Holding GmbH] [added: indefinite-lived intangible assets] As discussed in Note [removed: 3] [added: 2 and 4] to the consolidated financial statements, [removed: on January 3, 2024,] the Company [removed: acquired EA Elektro-Automatik Holding GmbH (“EA”), for a purchase price of $1.72 billion. The transaction was accounted for as a business combination. As part of the allocation of the purchase price, the Company estimated the fair value] [added: has $309.9 million] of [removed: finite-lived] [added: indefinite-lived] intangible [removed: assets to be $681.2 million, comprised of product trade names, developed technology and customer relationships.] [added: assets.] Auditing the Company's accounting for its [removed: acquisition] [added: evaluation] of [removed: EA] [added: potential impairment] was complex due to the estimation uncertainty in determining the fair value of [removed: finite-lived] [added: a certain indefinite-lived] intangible [removed: assets related to customer relationships.] [added: asset.] The significant assumption used to estimate the value of this asset was [removed: the attrition rate.] [added: forecasted revenues.] This assumption is [removed: forward looking] [added: forward-looking] and could be affected by future economic and market conditions. | | |
| *How We Addressed the Matter in Our Audit* | | | We tested the Company's controls over its accounting for [removed: acquisitions,] [added: the impairment analysis,] including controls over management’s review of the significant [removed: assumption] [added: assumption,] described above. To test the estimated fair value of [removed: customer relationship] [added: the indefinite-lived intangible] asset, we performed audit procedures that included, among others, [added: involving our valuation specialists to assist in] evaluating the Company's use of the selected valuation model, testing the significant assumption used in the model and testing the completeness and accuracy of the underlying data. For example, we compared the [removed: attrition] [added: revenue growth] rate selected by management to [removed: the] [added: publicly available market data and] historical results of the [removed: acquired business and] [added: Company’s business. We also performed a sensitivity analysis of the significant assumption] to [removed: assumptions used by guideline companies within] [added: evaluate] the [removed: industry. Our valuation specialists assisted with] [added: change in] the [removed: evaluation] [added: fair value] of the [removed: valuation model selected, including] [added: indefinite-lived intangible asset resulting from changes in] the [removed: attrition rate.] [added: assumption.] | | |
| | | | [added: | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and equivalents | | | $ | [removed: 813.3] [added: 375.5] | | | | | $ | [removed: 1,888.8] [added: 813.3] | |
| Accounts receivable less allowance for doubtful accounts of [removed: $30.7] [added: $18.8] and [removed: $39.2,] [added: $19.4,] respectively | | | [removed: 945.4] [added: 683.6] | | | | | | [removed: 960.8] [added: 661.3] | | |
| Prepaid expenses and other current assets | | | [removed: 288.8] | | | | | | [removed: 285.1] [added: 55.2] | | |
| Total current assets | | | [removed: 2,592.3] [added: 1,605.7] | | | | | | [removed: 3,671.6] [added: 2,592.3] | | |
| [removed: Property,] [added: Property,] plant and equipment, [removed: net] [added: net:] | | | [removed: 433.1] | | | | | | [removed: 439.8] | | |
| Other intangible assets, net | | | [removed: 3,340.0] | | | | | | [removed: 3,159.8] [added: 809.6] | | |
| Total assets | | | $ | [removed: 17,016.1] [added: 11,737.7] | | | | | $ | [removed: 16,911.8] [added: 17,016.1] | |
| Current portion of long-term debt | | | $ | [removed: 376.2] [added: 899.5] | | | | | $ | [removed: —] [added: 376.2] | |
| Trade accounts payable | | | [removed: 677.4] | | | | | | [removed: 608.6] [added: $] | [added: 252.0] | |
| Accrued expenses and other current liabilities | | | [removed: 1,184.8] | | | | | | [removed: 1,182.7] [added: 316.5] | | |
| Total current liabilities | | | [removed: 2,238.4] [added: 2,246.6] | | | | | | [removed: 1,791.3] [added: 2,238.4] | | |
| Other long-term liabilities | | | [removed: 1,251.0] | | | | | | [removed: 1,149.0] [added: 403.8] | | |
| Long-term debt | | | [removed: 3,331.1] [added: 2,306.5] | | | | | | [removed: 3,646.2] [added: 3,331.1] | | |
| Commitments and Contingencies (Note [removed: 13)] [added: 12)] | | | | | | | | | | | |
| Common stock: $0.01 par value, [removed: 2,000.0] [added: 2,000] shares authorized; [removed: 366.6] [added: 369.6] and [removed: 363.7] [added: 366.6] issued; [removed: 341.2] [added: 313.4] and [removed: 350.7] [added: 341.2] outstanding; respectively | | | 3.7 | | | | | | [removed: 3.6] [added: 3.7] | | |
| Additional paid-in capital | | | [removed: 4,035.0] [added: 4,210.0] | | | | | | [removed: 3,851.3] [added: 4,035.0] | | |
| Treasury shares, at cost | | | [removed: (1,612.3)] [added: (3,229.8)] | | | | | | [removed: (715.8)] [added: (1,612.3)] | | |
| Retained earnings | | | [removed: 8,227.6] [added: 5,428.5] | | | | | | [removed: 7,505.9] [added: 8,227.6] | | |
| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | [removed: (465.4)] [added: 41.0] | | | | | | [removed: (326.1)] [added: (465.4)] | | |
| Total Fortive stockholders’ equity | | | [removed: 10,188.6] [added: 6,453.4] | | | | | | [removed: 10,318.9] [added: 10,188.6] | | |
| Noncontrolling interests | | | [removed: 7.0] [added: 7.7] | | | | | | [removed: 6.4] [added: 7.0] | | |
| Total stockholders’ equity | | | [removed: 10,195.6] [added: 6,461.1] | | | | | | [removed: 10,325.3] [added: 10,195.6] | | |
| Total liabilities and equity | | | $ | [removed: 17,016.1] [added: 11,737.7] | | | | | $ | [removed: 16,911.8] [added: 17,016.1] | |
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Sales of products and software | | | $ | [removed: 5,282.3] [added: 3,341.3] | | | | | $ | [removed: 5,137.7] [added: 2,319.4] | | | | | $ | [removed: 4,920.1] [added: 1,021.9] | |
| Selling, general, and administrative | | | [removed: (2,173.5)] [added: (1,661.7)] | | | | | | [removed: (2,062.6)] [added: (1,651.5)] | | | | | | [removed: (1,956.6)] [added: (1,666.1)] | | |
| Gain on sale of property | | | [removed: 63.1] [added: —] | | | | | | [removed: —] [added: 63.1] | | | | | | — | | |
| Interest expense, net | | | [removed: (152.8)] [added: (120.5)] | | | | | | [removed: (123.5)] [added: (152.8)] | | | | | | [removed: (98.3)] [added: (123.5)] | | |
February 25, 2026
February 25, 2026
| Finished goods | | | 169.9 | | | | | | 151.9 | | |
| Work in process | | | 12.3 | | | | | | 15.3 | | |
| Raw materials | | | 109.6 | | | | | | 102.6 | | |
| Inventories | | | 291.8 | | | | | | 269.8 | | |
| Prepaid expenses and other current assets | | | 234.0 | | | | | | 233.6 | | |
| Current assets, discontinued operations | | | 20.8 | | | | | | 614.3 | | |
| Other assets | | | 375.5 | | | | | | 348.4 | | |
| Goodwill | | | 7,298.3 | | | | | | 7,216.0 | | |
| Other intangible assets, net | | | 2,188.4 | | | | | | 2,530.5 | | |
| Other assets, discontinued operations | | | — | | | | | | 4,096.0 | | |
| Trade accounts payable | | | 436.4 | | | | | | 425.4 | | |
| Accrued expenses and other current liabilities | | | 910.7 | | | | | | 868.3 | | |
| Current liabilities, discontinued operations | | | — | | | | | | 568.5 | | |
| Long-term liabilities, discontinued operations | | | — | | | | | | 403.8 | | |
| Products and software | | | $ | 3,341.3 | | | | | $ | 3,290.9 | | | | | $ | 3,157.7 | |
| Services | | | 817.8 | | | | | | 790.0 | | | | | | 756.2 | | |
| Total sales | | | 4,159.1 | | | | | | 4,080.9 | | | | | | 3,913.9 | | |
| Cost of Sales: | | | | | | | | | | | | | | | | | |
| Products and software | | | (1,113.7) | | | | | | (1,070.4) | | | | | | (1,081.4) | | |
| Services | | | (404.3) | | | | | | (391.4) | | | | | | (355.4) | | |
| Total cost of sales | | | (1,518.0) | | | | | | (1,461.8) | | | | | | (1,436.8) | | |
| Gross profit | | | 2,641.1 | | | | | | 2,619.1 | | | | | | 2,477.1 | | |
| Research and development | | | (259.2) | | | | | | (251.3) | | | | | | (237.0) | | |
| Operating profit | | | 720.2 | | | | | | 716.3 | | | | | | 574.0 | | |
| Earnings from continuing operations before income taxes | | | 602.2 | | | | | | 506.3 | | | | | | 433.1 | | |
| Income taxes | | | (69.5) | | | | | | (23.8) | | | | | | (24.7) | | |
| Net earnings from continuing operations | | | 532.7 | | | | | | 482.5 | | | | | | 408.4 | | |
| Net earnings from discontinued operations | | | 46.5 | | | | | | 350.4 | | | | | | 457.4 | | |
| Net earnings per common share from continuing operations: | | | | | | | | | | | | | | | | | |
| Basic | | | $ | 1.60 | | | | | $ | 1.38 | | | | | $ | 1.16 | |
| Diluted | | | $ | 1.59 | | | | | $ | 1.37 | | | | | $ | 1.15 | |
| Net earnings per common share from discontinued operations: | | | | | | | | | | | | | | | | | |
| Basic | | | $ | 0.14 | | | | | $ | 1.01 | | | | | $ | 1.30 | |
| Diluted | | | $ | 0.14 | | | | | $ | 0.99 | | | | | $ | 1.28 | |
| Certain amounts may not sum due to rounding. | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation | | | 3.1 | | | | | | — | | | | | | 212.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
The Company acquired EA Elektro-Automatik Holding GmbH (“EA”) during the year ended December 31, 2024.
The Company has not yet fully incorporated the internal controls and procedures of the EA acquisition into the Company’s internal control over financial reporting, and as such, management excluded the EA acquisition from its assessment.
The assets and revenues of the EA acquisition excluded from management’s assessment of internal controls constituted approximately 12% of the Company’s total assets as of December 31, 2024 and less than 2% of the Company’s total revenues for the year ended December 31, 2024, respectively.
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
As indicated in the accompanying Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the EA Elektro-Automatik Holding GmbH which is included in the 2024 consolidated financial statements of the Company and constituted less than 12% of total assets, respectively, as of December 31, 2024 and less than 2% of revenues, for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the EA Elektro-Automatik Holding GmbH.
February 25, 2025
| Finished goods | | | 220.1 | | | | | | 214.1 | | |
| Work in process | | | 105.4 | | | | | | 108.9 | | |
| Raw materials | | | 219.3 | | | | | | 213.9 | | |
| Inventories | | | 544.8 | | | | | | 536.9 | | |
| Other assets | | | 494.7 | | | | | | 518.9 | | |
| Goodwill | | | 10,156.0 | | | | | | 9,121.7 | | |
| Sales of services | | | 949.5 | | | | | | 927.6 | | | | | | 905.6 | | |
| Total sales | | | 6,231.8 | | | | | | 6,065.3 | | | | | | 5,825.7 | | |
| Cost of product and software sales | | | (1,994.7) | | | | | | (1,981.8) | | | | | | (1,994.8) | | |
| Cost of service sales | | | (506.1) | | | | | | (489.4) | | | | | | (467.5) | | |
| Total cost of sales | | | (2,500.8) | | | | | | (2,471.2) | | | | | | (2,462.3) | | |
| Gross profit | | | 3,731.0 | | | | | | 3,594.1 | | | | | | 3,363.4 | | |
| Research and development | | | (414.0) | | | | | | (397.8) | | | | | | (401.5) | | |
| Russia exit and wind down costs | | | — | | | | | | — | | | | | | (17.9) | | |
| Operating profit | | | 1,206.6 | | | | | | 1,133.7 | | | | | | 987.4 | | |
| Earnings before income taxes | | | 969.6 | | | | | | 990.8 | | | | | | 873.5 | | |
| Income taxes | | | (136.7) | | | | | | (125.0) | | | | | | (118.3) | | |
| Balance, December 31, 2021 | | | 359.1 | | | | | | $ | 3.6 | | | | | $ | 3,670.0 | | | | | $ | — | | | | | $ | 6,023.6 | | | | | $ | (185.0) | | | | | $ | 4.8 | |
| Adoption of ASU 2020-06 | | | — | | | | | | — | | | | | | (65.7) | | | | | | — | | | | | | 62.8 | | | | | | — | | | | | | — | | |
| Balance, January 1, 2022 | | | 359.1 | | | | | | 3.6 | | | | | | 3,604.3 | | | | | | — | | | | | | 6,086.4 | | | | | | (185.0) | | | | | | 4.8 | | |
| Common stock-based award activity | | | 1.0 | | | | | | — | | | | | | 115.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Amortization | | | 453.3 | | | | | | 370.4 | | | | | | 382.1 | | |
| Depreciation | | | 90.6 | | | | | | 86.4 | | | | | | 83.5 | | |
| Stock-based compensation | | | 109.2 | | | | | | 113.3 | | | | | | 93.8 | | |
| Gain on sale of property | | | (63.1) | | | | | | — | | | | | | — | | |
| Loss from divestiture | | | 25.6 | | | | | | — | | | | | | — | | |
| Russia exit and wind down costs | | | — | | | | | | — | | | | | | 9.2 | | |
| Change in inventories | | | 8.8 | | | | | | (1.7) | | | | | | (40.3) | | |
| Proceeds from sale of property | | | 61.2 | | | | | | 7.4 | | | | | | — | | |
| Cash infusion into divestiture | | | (14.0) | | | | | | — | | | | | | — | | |
| Proceeds from sale of business | | | — | | | | | | — | | | | | | 9.6 | | |
| Payment of 0.875% convertible senior notes due 2022 | | | — | | | | | | — | | | | | | (1,156.5) | | |
Fortive Corporation (“Fortive,” “the Company,” “we,” “us,” or “our”) is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets.
An excerpt. Shown here: 40 of 385 rewritten, 40 of 502 added and 40 of 380 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
0 rewritten, 0 added, 3 removed, 5 unchanged
The Company acquired EA Elektro-Automatik Holding GmbH (“EA”) during the year ended December 31, 2024.
The Company has not yet fully incorporated the internal controls and procedures of the EA acquisition into the Company’s internal control over financial reporting, and as such, management excluded the EA acquisition from its assessment.
The assets and revenues of the EA acquisition excluded from management’s assessment of internal controls constituted approximately 12% of the Company’s total assets as of December 31, 2024 and less than 2% of the Company’s total revenues for the year ended December 31, 2024, respectively.
Item 9B. OTHER INFORMATION
2 rewritten, 4 added, 16 removed, 0 unchanged
[removed: *Disclosures] [added: *(b) Disclosures] Pursuant to Section 10(b) of the Securities Exchange Act of 1934*
During the fourth quarter ended December 31, [removed: 2024,] [added: 2025,] 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.
(a) *Departure of a Director*
On February 24, 2026, Eric Branderiz notified the Board of Directors (the “Board”) of the Company that he has elected not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 9, 2026, and will retire from the Board effective on the date of the Annual Meeting.
Mr. Branderiz’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with such notice of retirement, on February 25, 2026, the Board approved the reduction of the size of the Board from nine to eight directors, subject to, and concurrently with, the effectiveness of the retirement of Mr. Branderiz from the Board on the date of the Annual Meeting.
*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:
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
- 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.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 9 unchanged
Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Directors and Corporate Governance in the Proxy Statement for our [removed: 2025] [added: 2026] annual meeting and to the information under the caption “Information about our Executive Officers” in Part I hereof.
A copy of the Company’s insider trading policy is [removed: filed] [added: incorporated by reference] as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference from the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation Tables, Pay Ratio Disclosure, [removed: Pay versus Performance Disclosure] [added: Compensation Committee Interlocks] and [added: Insider Participation and] Director Compensation in the Proxy Statement for our [removed: 2025] [added: 2026] annual [removed: meeting (other than the Compensation Committee Report, which shall not be deemed to be “filed”).][added: meeting.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The information required by this Item is incorporated by reference from the sections entitled Ownership of Our Stock, and Equity Compensation Plan Information in the Proxy Statement for our [removed: 2025] [added: 2026] annual meeting.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference from the sections entitled Corporate Governance - Director Independence and Certain Relationships and Related Transactions in the Proxy Statement for our [removed: 2025] [added: 2026] annual meeting.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by this Item is incorporated by reference from the section entitled Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for our [removed: 2025] [added: 2026] annual meeting.
Item 16. FORM 10-K SUMMARY
38 rewritten, 34 added, 13 removed, 151 unchanged
| Valuation and Qualifying Accounts | | | [removed: [102](#iaa9cb7a7438443ce889d2e74b0169e5d_298)] [added: [96](#iaa9cb7a7438443ce889d2e74b0169e5d_298)] | | |
| [removed: 10.3] [added: 10.16] | | | | | | [Fortive Corporation [added: Amended and Restated] 2016 [removed: Stock] [added: Executive] Incentive [removed: Plan, as amended and restated*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1015.htm)] [added: Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.15] [added: 10.18] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2018] (Commission File Number: 1-37654) | | |
| [removed: 10.4] [added: 10.10] | | | | | | [Form of Fortive Corporation Performance Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916622000102/exhibit101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the year ended April 1, 2022 (Commission File Number: 1-37654) | | |
| [removed: 10.5] [added: 10.11] | | | | | | [Form of Fortive Corporation Non-Employee Directors Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit101-formoffortiveco.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit101-formoffortiveco.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024 (Commission File Number: 1-37654) | | |
| [removed: 10.6] [added: 10.12] | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm)[orm of Fortive Corporation Non-Employee Directors Deferred Compensation Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000148/exhibit102-formoffortiveco.htm) | | | | | | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024 (Commission File Number: 1-37654) | | |
| [removed: 10.7] [added: 10.13] | | | | | | [Form of Fortive Corporation Restricted Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1011.htm) | | | | | | Incorporated by reference from Exhibit 10.11 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |
| [removed: 10.8] [added: 10.14] | | | | | | [Form of Fortive Corporation Non-Employee Directors Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1012.htm) | | | | | | Incorporated by reference from Exhibit 10.12 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |
| [removed: 10.9] [added: 10.15] | | | | | | [Form of Fortive Corporation Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1013.htm) | | | | | | Incorporated by reference from Exhibit 10.13 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number: 1-37654) | | |
| [removed: 10.10] [added: 10.18] | | | | | | [Fortive [removed: Corporation Amended and Restated 2016] Executive [added: Deferred] Incentive [removed: Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916619000085/a20181231-ex1018.htm)] [added: Program*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516609931/d152246dex1010.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.10] to Fortive Corporation’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2018] [added: 8-K filed on June 1, 2016] (Commission File Number: 1-37654) | | |
| [removed: 10.11] [added: 10.17] | | | | | | [Fortive Corporation Severance and Change in Control Plan for Officers*](https://www.sec.gov/Archives/edgar/data/1659166/000119312517106559/d367740dex101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K, filed on March 31, 2017 (Commission File Number: 1-37654) | | |
| [removed: 10.12] [added: 2.1] | | | | | | [removed: [Fortive Executive Deferred Incentive Program*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516609931/d152246dex1010.htm)] [added: [Separation and Distribution Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a21-separationanddistribut.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.10] [added: 2.1] to Fortive Corporation’s Current Report on Form 8-K filed on June [removed: 1, 2016] [added: 30, 2025] (Commission File Number: 1-37654) | | |
| [removed: 10.13] [added: 10.19] | | | | | | [Form of D&O Indemnification Agreement*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516533838/d43850dex1010.htm) | | | | | | Incorporated by reference from Exhibit 10.10 to Amendment No. 2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number: 1-37654) | | |
| [removed: 10.14] [added: 10.33] | | | | | | [Aircraft Time Sharing Agreement, dated [removed: July 18, 2016,] [added: February 23, 2025,] between Fortive Corporation and [removed: James Lico*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1018.htm)] [added: Olumide Soroye*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.25] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017] [added: 2024] (Commission File [removed: Number:] [added: No.] 1-37654) | | |
| [removed: 10.15] [added: 10.34] | | | | | | [Aircraft Time Sharing Agreement, dated [removed: July 18, 2016,] [added: February 27, 2025,] between Fortive Corporation and [removed: Charles McLaughlin*](https://www.sec.gov/Archives/edgar/data/1659166/000165916618000100/a20171231-ex1019.htm)] [added: Mark Okerstrom*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000080/ex105-aircrafttimesharinga.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.19] [added: 10.5] to Fortive Corporation’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017] [added: March 28, 2025] (Commission File Number: 1-37654) | | |
| [removed: 10.16] [added: 10.20] | | | | | | [Description of](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [C](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[ompensation](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [A](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[rrangements for](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [N](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[on-management](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) [D](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm)[irectors*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000046/exhibit1016-directorcompen.htm) | | | | | | Incorporated by reference from Exhibit 10.16 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File Number: 1-37654) | | |
| [removed: 10.17] [added: 10.21] | | | | | | [Fortive Corporation Amended and Restated Non-Employee Directors’ Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000162/exhibit101-fortivecorporat.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (Commission File Number: 1-37654) | | |
| [removed: 10.18] [added: 10.22] | | | | | | [Fortive Corporation Amended and Restated Non-Employee Directors’ Deferred Compensation Plan Election Form*](https://www.sec.gov/Archives/edgar/data/1659166/000165916624000162/exhibit102-fortivecorporat.htm) | | | | | | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (Commission File Number: 1-37654) | | |
| [removed: 10.19] [added: 10.25] | | | | | | [Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin*](https://www.sec.gov/Archives/edgar/data/1659166/000119312516491973/d43850dex106.htm) | | | | | | Incorporated by reference from Exhibit 10.6 to Amendment No. 1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) | | |
| [removed: 10.20] [added: 10.28] | | | | | | [Offer of Employment Letter, dated [removed: February 1, 2016,] [added: October 26, 2015,] between TGA Employment Services LLC and Stacey Walker*](https://www.sec.gov/Archives/edgar/data/1659166/000165916621000062/a20201231-ex1034.htm) | | | | | | Incorporated by reference from Exhibit 10.34 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number: 1-37654) | | |
| [removed: 10.21] [added: 10.26] | | | | | | [Offer Letter, dated February 24, 2025, between Fortive Corporation and Tamara [removed: Newcombe* †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1021-offerletterdat.htm)] [added: Newcombe *](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1021-offerletterdat.htm)] | | | | | | [added: Incorporated by reference from Exhibit 10.21 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. (Commission File No. 1-37654)] | | |
| [removed: 10.22] [added: 10.23] | | | | | | [Offer Letter, dated February 24, 2025, between Fortive Corporation and Olumide [removed: Soroye* †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1022-offerletterdat.htm)] [added: Soroye*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1022-offerletterdat.htm)] | | | | | | [added: Incorporated by reference from Exhibit 10.22 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File Number: 1-37654)] | | |
| [removed: 10.23] [added: 19.1] | | | | | | [removed: [Form of Fortive] [added: [Fortive] Corporation [removed: and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916623000080/exhibit1023-ftvsection16of.htm)] [added: Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit191-ftvxinsidertrad.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.23] [added: 19.1] to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2024] (Commission File [removed: Number:] [added: No.] 1-37654) | | |
| [removed: 10.24] [added: 10.32] | | | | | | [Fortive Corporate Executive Officer Cash Severance Policy*](https://www.sec.gov/Archives/edgar/data/1659166/000119312523058194/d454626dex101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s current report on Form 8-K, filed on March 2, 2023 (Commission File No. 1-37654) | | |
| 21.1 | | | | | | [Subsidiaries of Registrant [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit211subsidiariesofre.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit211-subsidiariesofr.htm)] | | | | | | | | |
| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit231auditorconsent20.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit231auditorconsent20.htm)] | | | | | | | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-ex311.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/a20251231-ex311.htm)] | | | | | | | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-ex312.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/a20251231-ex312.htm)] | | | | | | | | |
| 32.1 | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-ex321.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/a20251231-ex321.htm)] | | | | | | | | |
| 32.2 | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [removed: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/a20241231-ex322.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/a20251231-ex322.htm)] | | | | | | | | |
| /s/ ERIC BRANDERIZ | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ DANIEL L. COMAS | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ SHARMISTHA DUBEY | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ REJJI P. HAYES | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ WRIGHT LASSITER III | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ KATE D. MITCHELL | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ JEANNINE P. SARGENT | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| /s/ CHRISTOPHER M. MULHALL | | | | | | February 25, [removed: 2025] [added: 2026] | | | | | |
| Year Ended December 31, [removed: 2022:] [added: 2025:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10.3 | | | | | | [Employee Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a101-employeemattersagreem.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.4 | | | | | | [Tax Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a102-taxmattersagreement.htm) | | | | | | Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.5 | | | | | | [Transition Services Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a103-transitionservicesagr.htm) | | | | | | Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.6 | | | | | | [Intellectual Property Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a104-intellectualpropertym.htm) | | | | | | Incorporated by reference from Exhibit 10.4 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.7 | | | | | | [FBS License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a105-fbslicenseagreement.htm) | | | | | | Incorporated by reference from Exhibit 10.5 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.8 | | | | | | [Fort Solutions License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000104/a106-fortsolutionslicensea.htm) | | | | | | Incorporated by reference from Exhibit 10.6 to Fortive Corporation’s Current Report on Form 8-K, filed on June 30, 2025 (Commission File No. 1-37654) | | |
| 10.9 | | | | | | [Fortive Corporation Amended and Restated 2016 Stock Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1659166/000110465925100389/tm2526781d1_ex4-3.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000110465925100389/tm2526781d1_ex4-3.htm) | | | | | | Incorporated by reference from Exhibit 4.3 to Fortive Corporation’s Registration Statement on Form S-8, filed on October 17, 2025 (Commission File No. 333-290931 | | |
| 10.24 | | | | | | [Offer Letter, dated February 24, 2025, between Fortive Corporation and Mark Okerstrom*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000080/ex103-offer_letterdatedfeb.htm) | | | | | | Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025 (Commission File Number: 1-37654) | | |
| 10.27 | | | | | | [Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Jonathan Schwarz* †](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1027-offerlettersch.htm) | | | | | | | | |
| 10.29 | | | | | | [Offer of Employ](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm)[ment Letter,](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm) [dated](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm) [April](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm) [2, 20](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm)[16](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm)[, between TGA Employ](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm)[ment Services LLC and Peter C](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm)[.](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm) [Underwood*](https://www.sec.gov/Archives/edgar/data/1659166/000165916617000091/a20161231-ex1023.htm) | | | | | | Incorporated by reference from Exhibit 10.23 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number: 1-37654) | | |
| 10.30 | | | | | | [S](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm)[eparation Agree](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm)[ment, dated](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm) [December](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm) [31](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm)[, 2025, between Fortive Corporation and Jonathan Schwarz*](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm) [†](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1030-eoseparationag.htm) | | | | | | | | |
| 10.31 | | | | | | [Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1031-ftvsection16of.htm) [](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1031-ftvsection16of.htm)[†](https://www.sec.gov/Archives/edgar/data/1659166/000165916626000007/exhibit1031-ftvsection16of.htm) | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Date: February 25, 2026 | | | By: | | | /s/ OLUMIDE O. SOROYE | | |
| | | | | | | Olumide O. Soroye | | |
| /s/ GREGORY MOORE | | | | | | February 25, 2026 | | | | | |
| Gregory Moore | | | | | | | | | | | |
| /s/ OLUMIDE O. SOROYE | | | | | | February 25, 2026 | | | | | |
| Olumide O. Soroye | | | | | | | | | | | |
| /s/ MARK D. OKERSTROM | | | | | | February 25, 2026 | | | | | |
| Mark D. Okerstrom | | | | | | | | | | | |
[Table](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [of](#iaa9cb7a7438443ce889d2e74b0169e5d_7) [Contents](#iaa9cb7a7438443ce889d2e74b0169e5d_7)
| Allowance for credit losses | | | $ | 19.4 | | | | | $ | 4.6 | | | | | $ | 0.4 | | | | | $ | (1.2) | | | | | $ | (4.4) | | | | | $ | 18.8 | |
| Allowance for credit losses | | | $ | 22.9 | | | | | $ | 4.5 | | | | | $ | (0.4) | | | | | $ | 0.3 | | | | | $ | (7.9) | | | | | $ | 19.4 | |
| Allowance for credit losses | | | $ | 29.8 | | | | | $ | 2.0 | | | | | $ | 0.1 | | | | | $ | 0.4 | | | | | $ | (9.4) | | | | | $ | 22.9 | |
| 10.25 | | | | | | [Aircr](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[aft Time Sharing Agreement](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[, dated February 23, 2025, between Fortive Corporation and Olumide Soroye](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm)[*](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm) [†](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit1025-aircrafttimesh.htm) | | | | | | | | |
| 19.1 | | | | | | [Fortive Corporation Insider Trading Policy †](https://www.sec.gov/Archives/edgar/data/1659166/000165916625000024/exhibit191-ftvxinsidertrad.htm) | | | | | | | | |
| Date: February 25, 2025 | | | By: | | | /s/ JAMES A. LICO | | |
| | | | | | | James A. Lico | | |
| /s/ ALAN G. SPOON | | | | | | February 25, 2025 | | | | | |
| Alan G. Spoon | | | | | | | | | | | |
| /s/ JAMES A. LICO | | | | | | February 25, 2025 | | | | | |
| James A. Lico | | | | | | | | | | | |
| /s/ CHARLES E. MCLAUGHLIN | | | | | | February 25, 2025 | | | | | |
| Charles E. McLaughlin | | | | | | | | | | | |
| Allowance for credit losses | | | $ | 39.2 | | | | | $ | 4.4 | | | | | $ | (0.6) | | | | | $ | (3.8) | | | | | $ | (8.5) | | | | | $ | 30.7 | |
| Allowance for credit losses | | | $ | 43.9 | | | | | $ | 5.0 | | | | | $ | 0.3 | | | | | $ | 0.7 | | | | | $ | (10.7) | | | | | $ | 39.2 | |
| Allowance for credit losses | | | $ | 39.7 | | | | | $ | 14.0 | | | | | $ | (0.7) | | | | | $ | — | | | | | $ | (9.1) | | | | | $ | 43.9 | |