Veralto (VLTO) 10-K risk factor changes: FY2025 vs FY2024

Even when we successfully innovate and develop new and enhanced [added: products and services, we often incur substantial costs in doing so, and our profitability may suffer.]

In [removed: 2024,] [added: 2025,] approximately [removed: 55%] [added: 56%] of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S. and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets.

- geopolitical instability arising from or related to military conflicts; [added: and]

- public health crises and [removed: epidemics; and][added: epidemics.]

In addition, in certain of our businesses demand depends on customers’ capital spending budgets as well as government funding policies, and matters of [added: public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these entities.]

Security breaches of systems provided or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, or security breaches of third-party suppliers we rely on to process, store or transmit electronic information, [removed: can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers or suppliers.]

Prices for and availability of the components, raw materials and other commodities we use in our business, as well as for labor, have fluctuated significantly in the past, including during [removed: 2024.][added: 2025.]

[removed: Business-Materials”] [added: Business”] for a discussion of the inputs we use in our business, supply chain and labor availability disruptions and constraints our businesses have faced and are facing, and the adverse impacts that we have incurred and may incur relating thereto.

[removed: During a market] upturn, suppliers from time to time extend lead times, limit supplies or increase prices.

In addition, in [removed: 2024] [added: 2025] we faced labor availability [removed: constraints] [added: challenges] and labor cost inflation in certain areas of our business.

In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property do not always prevent it from being challenged, invalidated, circumvented, designed-around or becoming subject to compulsory [removed: licensing.][added: licensing, particularly in countries where intellectual property rights are not highly developed or protected.]

[removed: Our intellectual property portfolio may not be useful in] asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $2.6] [added: $2.7] billion in outstanding indebtedness.

The maximum consolidated net leverage ratio will be increased to [removed: 4.25:1.00] [added: 4.25 to 1.00] for the four consecutive full fiscal quarters immediately following the consummation of any material acquisition [added: (as defined] by [added: the credit facilities) by] us.

As of December 31, [removed: 2024,] [added: 2025,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $3.2] [added: $3.4] billion.

Sales and earnings of our non-U.S. businesses are also translated into U.S. dollars for [removed: reporting purposes and the strengthening of the U.S. dollar generally results in unfavorable translation effects.]

Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the U.S. Tax Cuts and Jobs Act [removed: (“TCJA”)),] [added: (“TCJA”) or] the [added: One Big Beautiful Bill Act (“OBBBA”)), the] ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities can be incorrect and our financial statements could be adversely affected.

- We also have agreements to sell products and services to government entities (as well as agreements relating to government financing, as discussed above) and are subject to various statutes and regulations that apply to companies doing business with government entities (less than 2% of our [removed: 2024] [added: 2025] sales were made to the U.S. federal government).

[removed: Business—Regulatory] [added: Business — Regulatory] Matters.”

We also from time to time become subject to lawsuits as a result of acquisitions or [added: as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by us or our predecessors.]

However, based on [removed: our experience,] [added: the] information [removed: and applicable law] [added: we have] as of the date of this Annual [removed: Report,] [added: Report] we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with [removed: litigation and other legal and regulatory proceedings] [added: environmental matters] in excess of our reserves as of December 31, [removed: 2024] [added: 2025,] will have a material effect on our business or financial statements.

However, based on [removed: the] [added: our experience,] information [removed: we have] [added: and applicable law] as of the date of this Annual [removed: Report] [added: Report,] we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with [removed: environmental matters in excess of our reserves as of December 31, 2024, will have a material effect on our business or financial statements.][added: litigation and other legal]

*Certain provisions in Veralto’s [removed: amended and restated] certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of Veralto, which could decrease the trading price of Veralto’s common stock.*

Veralto’s [removed: amended and restated] certificate of incorporation and [removed: amended and restated] bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover [added: bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board.]

- the division of the Board into three classes of directors, [removed: with each class serving a staggered three-year term, and this classified board provision] [added: which] could have the effect of making the replacement of incumbent directors more time consuming and difficult;

- the requirement that the affirmative vote of stockholders holding at least 66-2/3% of Veralto’s voting stock is required to amend Veralto’s [removed: amended and restated] bylaws and certain provisions in Veralto’s [removed: amended and restated] certificate of incorporation.

*The forum selection provisions under Veralto’s [removed: amended and restated] certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.*

Veralto’s [removed: amended and restated] certificate of incorporation provides that, unless Veralto consents otherwise, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Veralto, any action asserting a claim of breach of a fiduciary duty owed by any of Veralto’s directors, officers, employees or stockholders to Veralto or Veralto’s stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or Veralto’s [removed: amended and restated] certificate of incorporation or bylaws, or any action asserting a claim governed by the internal affairs doctrine.

[added: Veralto’s amended restated certificate of] incorporation further provides that, unless Veralto consents otherwise, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

*The U.S. government has imposed and may continue to impose significant tariffs or other restrictions on foreign imports, and such trade restrictions or related countermeasures taken by impacted foreign countries could negatively affect our business and financial statements.*

The U.S. government has imposed significant tariffs or other restrictions on certain foreign imports and has raised the possibility of imposing additional tariff increases or expanding the tariffs to capture other countries and types of foreign imports.

For example, since January 2025, the U.S. government has threatened or imposed significant tariffs on imports from China and various new or additional tariffs on imports from other countries with limited, temporary

exclusions for certain goods.

Any such current or future tariffs, along with other U.S. trade actions, have triggered and could further trigger retaliatory actions by certain affected countries, and other foreign governments may also impose trade measures, including reciprocal tariffs, on other U.S. goods in the future.

These tariffs and other trade actions could increase the cost of, and reduce demand for, our products and services, which would adversely impact our business.

In addition, political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets, which could adversely affect our business and financial statements.

*Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and financial statements.*

We are in the early stages of incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings.

As with many innovations, AI presents risks and challenges that could adversely impact our business.

The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences.

For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.

In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.

Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI will require additional investment and increase our costs.

There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI.

Any of the foregoing may result in decreased demand for our products or harm to our business and financial statements.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers or suppliers.

During a market

Our intellectual property portfolio may not be useful in

*We have incurred a significant amount of debt, and our debt may continue to increase.

reporting purposes and the strengthening of the U.S. dollar generally results in unfavorable translation effects.

and regulatory proceedings in excess of our reserves as of December 31, 2025 will have a material effect on our business or financial statements.

products and services, we often incur substantial costs in doing so, and our profitability may suffer.

- remaining uncertainties relating to the impact of the UK’s exit from the EU.

public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these entities.

- pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different period-to-period;

- acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

- in connection with acquisitions and joint ventures, we may enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results;

Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation.

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the United States.

The risks we encounter in such countries include but are not limited to the following:

- Joint ventures that we participate in can include restrictions that could compromise our control over the intellectual property, technology and proprietary information of the joint venture;

- As we expand our operations globally, increasing amounts of our data, intellectual property and technology is used and stored in countries outside the United States, and regulations in certain countries require data to be stored locally.

These factors increase the risk that such data, intellectual property and technology could be stolen or otherwise compromised;

- Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future;

- Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, such as through compulsory licensing or ownership restrictions or requirements;

- In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.;

- Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions; and

- Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.

Any of these risks can adversely impact our business and financial statements.

Refer to “—International economic, political, legal, compliance, social and business factors could negatively affect our financial statements” for a discussion of additional risks relating to our international operations.

*Our outstanding debt has increased significantly as a result of our separation from Danaher, and we may incur additional debt in the future.

as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by us or our predecessors.

bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board.

- a provision that stockholders may only remove directors with cause;

Veralto’s amended restated certificate of

These exclusive forum provisions do not apply to actions arising under the Exchange Act or the rules and regulations thereunder.

While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision described above.

Our stockholders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder.

These forum selection provisions may limit the ability of Veralto’s stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Veralto or Veralto’s directors or officers, which may discourage such lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders, and such provision may also make it more expensive for Veralto’s stockholders to bring such claims.

Alternatively, if a court were to find these exclusive forum provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Veralto may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Veralto’s business and financial statements.

*If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.*

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls.

In addition, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Our independent registered public accounting firm is required to express an opinion as to the effectiveness of our internal control over financial reporting.

At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complicated.

If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the NYSE, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Separation and Our Relationship with Danaher Risks

*As an independent, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher.*

As an independent, publicly traded company, Veralto may become more susceptible to market fluctuations and other adverse events than it would have been if it were still a part of the current Danaher organizational structure.

As part of Danaher, Veralto was able to enjoy certain benefits from Danaher’s operating diversity, purchasing power and opportunities to pursue integrated strategies with Danaher’s other businesses.

[removed: The] [added: This] MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition.

[removed: The] [added: This] MD&A is divided into seven sections:

[removed: The following] [added: This] MD&A should be read together with Part I, “Item 1A.

of this [added: Annual Report on] Form 10-K.

[removed: The] [added: This] MD&A generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-over-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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, [removed: 2023] [added: 2024] with the Securities and Exchange Commission on February [removed: 28, 2024.][added: 25, 2025.]

[removed: The] [added: This] MD&A includes forward-looking statements.

The accompanying Consolidated and Combined Financial Statements present the historical financial position, results of operations, changes in [added: stockholders’] equity and cash flows of the Company in accordance with generally [removed: accepted accounting principles in the United States (“GAAP”).]

[removed: Prior to the Separation from Danaher Corporation (“Danaher” or “Former Parent”) on September 30, 2023, Veralto] [added: Before that date, Veralto’s] businesses were comprised of certain Danaher operating units.

Accordingly, the Consolidated and Combined Financial Statements [added: for the period prior to the Separation] may not be indicative of Veralto’s results had the Company been a separate stand-alone [removed: entity throughout the periods presented.][added: entity.]

[added: For further discussion of related party allocations prior to the] Separation, including the method for such allocation, refer to Note 18 to the [added: accompanying] Consolidated and Combined Financial Statements.

During [removed: 2024,] [added: 2025,] approximately [removed: 55%] [added: 56%] of Veralto’s sales were derived from customers outside the United States.

[removed: The Company’s] individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

The Company’s overall revenues for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: 3.4%] [added: 6.0%] as compared to [removed: 2023.][added: 2024.]

Core sales for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: 3.7%] [added: 4.7%] as compared to [removed: 2023.][added: 2024.]

The Company’s core sales during [removed: 2024] [added: 2025] in developed markets increased [removed: 4.2%] [added: 4.8%] year-over-year driven by a 5.3% increase in North America and a [removed: 2.2%] [added: 3.8%] increase in Western Europe.

Core sales [added: growth] in high-growth markets [removed: increased 2.5%] [added: was] driven by [removed: high-single] [added: mid-single] digit [added: core sales] increases in Latin [removed: America] [added: America,] partially offset by [removed: mid-single] [added: low-single] digit [removed: decreases] [added: core sales declines] in China.

Net earnings for the year ended December 31, [removed: 2024] [added: 2025] totaled approximately [removed: $833] [added: $940] million, or [removed: $3.34] [added: $3.76] per diluted common share, compared to approximately [removed: $839] [added: $833] million, or [removed: $3.40] [added: $3.34] per diluted common share, for the year ended December 31, [removed: 2023.][added: 2024.]

Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the year ended December 31, [removed: 2024.][added: 2025.]

The Company anticipates [removed: 2025] [added: 2026] results will be driven by the following expectations in each of the Company’s reportable segments:

- Product Quality & Innovation: [removed: the Company expects] [added: we expect] continued [removed: year-over-year] [added: global] growth driven by [removed: improved] [added: steady] demand in the consumer packaged goods market globally.

The Company’s outlook for [removed: 2025] [added: 2026] reflects our current visibility and expectations based on current market factors.

Refer to Note 2 to the [added: accompanying] Consolidated and Combined Financial Statements [added: included in this Annual Report] for [added: a] discussion [removed: regarding] [added: of] the Company’s acquisitions.

In this report, references to the non-GAAP measure of core sales refer to sales [removed: from continuing operations] calculated according to GAAP but excluding:

| | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Total sales growth GAAP | | | [removed: 3.4] [added: 6.0] | | % | | | | [removed: 3.1] [added: 3.4] | | % |

| Acquisitions/divestitures | | | [removed: —] [added: (0.2)] | | % | | | | [removed: (0.3)] [added: 0.3] | | % |

| Currency exchange rates | | | [removed: 0.3] [added: (1.2)] | | % | | | | [removed: (0.2)] [added: 0.3] | | % |

| Core sales growth (non-GAAP) | | | [removed: 3.7] [added: 4.7] | | % | | | | [removed: 2.6] [added: 3.7] | | % |

[removed: 2024] [added: 2025] Sales Compared to [removed: 2023][added: 2024]

Total sales increased [removed: 3.4%] [added: 6.0%] on a year-over-year basis during [removed: 2024] [added: 2025] as compared to [removed: 2023] [added: 2024] primarily as a result of a [removed: 3.7%] [added: 4.7%] increase in core sales resulting from the factors discussed below by segment.

Currency exchange rates [removed: decreased] [added: increased] reported sales by [removed: 0.3%] [added: 1.5%] during [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

Price increases contributed [removed: 1.8%] [added: 1.9%] to sales growth on a year-over-year basis during [removed: 2024] [added: 2025] as compared to [removed: 2023] [added: 2024] and [removed: is] [added: are] reflected as a component of core sales growth above.

| ($ in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Water Quality | | | $ | [removed: 3,138] [added: 3,321] | | | | | $ | [removed: 3,039] [added: 3,138] | | | | | $ | [removed: 2,887] [added: 3,039] | |

| Product Quality & Innovation | | | [removed: 2,055] [added: 2,182] | | | | | | [removed: 1,982] [added: 2,055] | | | | | | [removed: 1,983] [added: 1,982] | | |

| Total | | | $ | [removed: 5,193] [added: 5,503] | | | | | $ | [removed: 5,021] [added: 5,193] | | | | | $ | [removed: 4,870] [added: 5,021] | |

For information regarding the Company’s sales by geographical region, refer to Note 4 to the [added: accompanying] Consolidated and Combined Financial Statements.

| Sales | | | $ | [removed: 5,193] [added: 5,503] | | | | | $ | [removed: 5,021] [added: 5,193] | | | | | $ | [removed: 4,870] [added: 5,021] | |

| Cost of sales | | | [removed: (2,088)] [added: (2,204)] | | | | | | [removed: (2,120)] [added: (2,088)] | | | | | | [removed: (2,110)] [added: (2,120)] | | |

- Separation from Danaher

The Company completed the Separation from Danaher Corporation (“Danaher” or “Former Parent”) on September 30, 2023, the first day of its fiscal fourth quarter of 2023 (the “Separation”).

The Separation was completed in the form of a pro rata distribution to Danaher stockholders of record on September 13, 2023 of all of the issued and outstanding shares of Veralto common stock held by Danaher.

Because September 30, 2023 was a Saturday, not a business day, the shares were credited to “street name” stockholders through the Depository Trust Company on the first trading day thereafter, October 2, 2023.

Veralto’s common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “VLTO” on October 2, 2023.

The Company’s

Currency exchange rates and acquisitions, net of divestitures increased reported sales by 1.2% and 0.1%, respectively.

Geographically, the Company’s sales during 2025 in developed markets increased year-over-year by 6.4% driven by increased sales of 5.9% in North America and 8.0% in Western Europe.

Sales in high-growth markets increased 4.8%.

The increase in net earnings in 2025 as compared to 2024 was driven by increased sales, resulting from positive pricing actions and higher volumes, partially offset by higher cost of sales.

- Water Quality: we continue to expect global growth led by positive secular growth drivers across municipal and industrial markets globally, and disciplined commercial execution.

Segment performance is expected to benefit from municipal demand driven by recurring revenue from large installed base, while industrial demand is driven by regional end-market dynamics.

Segment performance is expected to benefit from large installed base and new product offerings that help our customers convey the quality and safety of their products and build trust with consumers.

The potential effects of tariffs and prospective changes in trade policies remain uncertain.

The Company’s objective is to implement appropriate countermeasures designed to mitigate the impact of these items, and other forms of macroeconomic volatility.

Regardless of market conditions, the Company leverages the Veralto Enterprise System (“VES”) to support its customers, promote growth and drive continuous improvement.

Acquisitions

On January 22, 2026, the Company completed the acquisition of In-Situ, Inc. (“In-Situ”), for a cash purchase price of approximately $427 million, net of cash acquired.

The Company believes this business will complement the Water Quality segment.

In-Situ is a global leader in environmental water measurement and monitoring solutions with a leading portfolio of water quality sondes, water quality sensors and data management solutions that help customers monitor and measure the quality or quantity of surface and groundwater.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP.

Investors are encouraged to review the reconciliation of each non-GAAP financial measure to its most directly comparable GAAP financial measure.

Currency exchange rates and acquisitions, net of divestitures increased reported sales by 1.2% and 0.1%, respectively, during 2025 as compared to 2024.

| ($ in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Cost of sales increased $116 million, or 5.6%, on a year-over-year basis during 2025 as compared to 2024 driven primarily by higher year-over-year sales volumes and incremental materials and labor costs, partially offset by improved productivity.

The gross profit margin increase was partially offset by incremental year-over-year materials and labor costs, and the impact of product mix.

| ($ in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Sales | | | $ | 5,503 | | | | | $ | 5,193 | | | | | $ | 5,021 | |

- Reduction of the tax indemnification related to the Separation from Danaher - 20 basis points

- Transaction costs incurred during 2024 related to the acquisition of TraceGains - 10 basis points

| ($ in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

2025 Sales Compared to 2024

*2025 vs. 2024 operating profit margin comparisons were favorably impacted by:*

- Higher 2025 core sales driven by positive pricing actions and materials cost saving initiatives, partially offset by incremental labor and raw materials costs and the impact of product mix - 100 basis points

*2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by:*

- Costs incurred during 2025 related to certain strategic initiatives - 10 basis points

| ($ in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

2025 Sales Compared to 2024

Veralto Corporation and the Veralto Businesses (including the periods prior to the Separation) are collectively referred to as “Veralto” or the “Company” herein.

For further discussion of related party allocations prior to the

Currency exchange rates decreased reported sales by 0.3%.

Geographically, the Company’s sales during 2024 in developed markets increased year-over-year by 4.6% driven by increased sales of 5.9% in North America and 2.6% in Western Europe while high-growth markets were flat, primarily driven by year-over-year sales increases in the majority of countries within the high-growth markets offset by low double digit sales declines in China due to lower demand.

The decrease in net earnings in 2024 as compared to 2023 was driven by higher operating expenses, standalone public company costs and interest expense post separation from Danaher.

- Water Quality: the Company expects continued year-over-year growth driven by on-going strong demand for industrial water treatment, particularly in North America, with steady demand across municipal end-markets in North America and Europe, partially offset by continued weakness in China.

The Company has access to capital resources and continues to focus on profitability improvements and leveraging Veralto Enterprise System (“VES”) to manage the anticipated impact of the challenging macroeconomic environment on business operations.

Acquisitions and Strategic Investments

On October 4, 2024, the Company completed its acquisition of Information Exchange Holdings, Inc., the holding company that owns TraceGains, for $349 million, net of cash acquired.

The Company believes this business complements the PQI segment, specifically the packaging and color solutions business.

TraceGains is a leading provider of cloud-based software solutions that enable connected data and digital workflow management to help consumer brands meet increasingly stringent compliance and reporting regulations for food and beverage safety and traceability.

Its solutions enable consumer brands to efficiently track ingredient inputs, monitor supplier quality and develop new products with greater safety and increased velocity.

On November 12, 2024, the Company completed an investment of CAD $20 million to establish a minority interest in Axine Water Technologies (“Axine”), a leading provider of electrochemical oxidation technology for contaminant destruction.

Axine's electraCLEARTM solution provides simple, safe, efficient, and cost-effective destruction of organic contaminants in pharmaceuticals and industrial wastewater, including long- and short-chain PFAS.

The strategic collaboration with Axine builds upon Veralto's diverse portfolio of water solutions for customers in the Company’s WQ segment.

Public Company Expenses

As a result of the Separation, the Company is subject to the Sarbanes-Oxley Act and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company is now required to have additional procedures and practices as a separate public company.

As a result, the Company has incurred and will continue to incur additional personnel and corporate governance costs, such as internal and external audit, investor relations, stock administration and regulatory compliance costs.

The impact of acquisitions was flat on a year-over-year basis during 2024 as compared to 2023.

Cost of sales decreased $32 million, or 1.5%, on a year-over-year basis during 2024 as compared to 2023 primarily due to the impact of lower year-over-year material costs.

- The impact of Argentine Peso devaluation on operations within the Product Quality & Innovation segment during 2023 - 60 basis points

- 2023 impairment charge related to customer relationships and a trade name in the Product Quality and Innovation segment - 20 basis points

- One-time costs incurred in 2023 as a result of the Separation from Danaher - 10 basis points

- The impact of Argentine Peso devaluation on operations during 2023 - 140 basis points

- 2023 impairment charge related to customer relationships and a trade name - 60 basis points

- Higher 2024 core sales, foreign currency exchange rates and cost savings associated with continuing productivity improvement initiatives, partially offset by incremental labor and sales and marketing growth initiatives - 30 basis points

Before the Separation, Veralto depended on Danaher for all of its working capital and financing requirements under Danaher’s centralized approach to cash management and financing of operations of its subsidiaries.

As a result, with the exception of cash, cash equivalents and borrowings clearly associated with Veralto and related to the Separation, the Company recorded no interest expense in the Combined Condensed Financial Statements for periods prior to the Separation.

The net discrete tax benefits related primarily to excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions and audit settlements.

The Company recorded a gain from net investment hedge adjustments related to the Company’s long-term debt in 2024 of $26 million compared to a loss of $14 million in 2023.

2023 Financing Transactions

During 2023, the Company completed the following financing transactions:

- Issued approximately $2.1 billion aggregate principal amount of senior unsecured notes in three series with maturity dates ranging from 2026 through 2033 (collectively, the “U.S. Dollar Notes”).

Additionally, the Company issued €500 million principal amount of senior unsecured notes with a maturity date of 2031 (together with the U.S. Dollar Notes, the “Private Notes”).

- Entered into a credit agreement providing for a five-year unsecured revolving credit facility in an aggregate committed amount of $1.5 billion (the “Credit Facility”).

There were no outstanding amounts under the Credit Facility as of December 31, 2024.

The Credit Facility includes an alternative currency sublimit up to an amount equal to 90% of the aggregate commitments and a $100 million swingline sublimit and provides for the issuance of swing loans.

This facility provides backing for the Company’s commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the Credit Facility.

There were no amounts outstanding under the Company’s commercial paper program as of December 31, 2024.

Veralto is headquartered in Waltham, Massachusetts with a workforce of nearly 17,000 employees (whom we refer to as “associates”) as of December 31, [removed: 2024,] [added: 2025,] of whom approximately 6,500 were employed in North America, 5,000 were employed in Western Europe, 500 were employed in other developed markets and 5,000 were employed in high-growth markets.

As a result, our business generates recurring sales which represented approximately 61% of total sales during the year ended December 31, [removed: 2024.][added: 2025.]

support acquisitions to enhance our product capabilities and expansion into new and attractive markets, which we have successfully done through the acquisition of over [removed: 80] [added: 85] businesses over more than two decades.

Under our Hach, Trojan Technologies, ChemTreat, and other globally recognized WQ brands, we provide proprietary precision instrumentation and advanced water treatment technologies that our customers rely on to measure, analyze and treat [removed: the world’s] water in residential, commercial, municipal, industrial, research and natural resource applications.

- ChemTreat associates work alongside customers across many industries to understand their water challenges and tailor chemical treatment plans and dosing protocols to help optimize customers’ water usage and maximize reuse, and reduce water pollution; our solutions helped customers save over [removed: 85] [added: 88] billion gallons of water in [removed: 2024.][added: 2025.]

- Trojan Technologies offers UV and membrane filtration systems for water disinfection and contaminant removal; our systems support the treatment of [removed: 13] [added: 15] trillion gallons of water annually and in turn help to improve access to clean water for more than [removed: 275] [added: 312] million people every day.

Our Product Quality & Innovation segment provides a broad set of essential solutions [removed: for] [added: that] brand owners [removed: and] [added: in] consumer packaged goods [removed: companies that enable] [added: (“CPG”), food and beverage, pharmaceutical, and industrial sectors use to support product authenticity, traceability, quality control, regulatory compliance, accelerate] speed to [removed: market as well as traceability] [added: market,] and [removed: quality control of their products.][added: reduce material costs and waste.]

Under our Videojet, Linx, Esko, X-Rite, Pantone and other globally recognized PQI brands, we provide marking and coding, and packaging and color [removed: instrumentation] [added: instrumentation, software,] and related consumables.

[removed: (based on 2024 revenues)] [added: top 25 global CPG brands and a majority of the top 20 pharmaceutical brands] use PQI’s solutions, enabling confidence and trust in the brands and products consumers use daily.

[removed: Our] [added: Printing billions of codes a day, our] solutions help ensure transparency, safety, authenticity, tracking and traceability [removed: of an estimated more than 10 billion codes printed around] [added: throughout] the [removed: world daily.][added: global supply chain.]

Esko’s offerings are [added: extensively] used by [removed: over 25,000] established and emerging brands and their [removed: suppliers] [added: suppliers, with over 25,000 customers] in over 140 countries.

- X-Rite serves over 13,000 brands [added: and suppliers] across 140 countries by providing color management solutions that measure the quality and consistency of color and appearance on printed packages and consumer and industrial products.

- Pantone is the preeminent color standard in the design industry leveraged by [removed: more than 10 million] designers, marketers and others in the creative community, not only to ensure color standardization but also to understand the impact of color on consumers.

In [removed: 2024,] [added: 2025,] Veralto generated [removed: $5.2] [added: $5.5] billion in sales derived from a business mix that is highly diversified by geography and end-market.

We generated 48% of our [removed: 2024] [added: 2025] sales from North America, [removed: 22%] [added: 23%] from Western Europe, 2% from other developed markets and [removed: 28%] [added: 27%] from high-growth markets.

Our strategic investments in these markets have scaled our presence in high-growth markets to approximately 5,000 associates with [removed: 10] [added: 9] local manufacturing facilities.

Veralto distributes approximately [removed: 23%] [added: 18%] of its technology and equipment products through third-party distributors.

No individual customer accounted for more than 10% of [removed: combined] sales in [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

- At our core, the products and services we [removed: provide underscore our commitment] [added: offer are directly linked] to [removed: advancing broad] [added: the] sustainability objectives [removed: for] [added: of many of] our customers.

While the price of, and global instability with respect to the supply of, oil and gas did not materially, adversely affect Veralto’s operations in [removed: 2024,] [added: 2025,] Veralto is continuing to monitor the oil and gas and other commodity markets and will seek to mitigate price and/or availability risks as needed.

No single supplier is [removed: material,] [added: significant to Veralto as a whole,] although for some components that require particular specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.

Veralto utilizes a number of techniques to address potential disruption [removed: in] and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources.

[removed: Through the application of VES tools and processes (including the implementation of price increases),] Veralto largely mitigated the impact of these pressures on Veralto’s profitability and as a result these [removed: pressures] [added: headwinds] did not have a material, adverse effect on the business in [removed: 2024.][added: 2025.]

We are continuing to work with our suppliers to understand the existing and potential future impacts of these trends on our supply chain and we continue to take actions in an effort to mitigate such impacts, including [removed: purchasing components in the open market and] qualifying additional suppliers.

Due to the uncertainty regarding the duration and impact of these trends in [removed: 2025,] [added: 2026,] there can be no assurance that these factors will not have an adverse [removed: impact on our business and financial statements in the future.]

Risk Factors.” [added: No material portion of]

As of December 31, [removed: 2024,] [added: 2025,] Veralto had nearly 17,000 employees (whom we refer to as “associates”), of whom approximately 6,500 were employed in the North America, 5,000 were employed in Western Europe, 500 were employed in other developed markets and 5,000 were employed in high-growth markets.

[added: Veralto anticipates that it will continue to make significant expenditures] for R&D as it seeks to provide a continuous flow of innovative products and services to maintain and improve its competitive position.

Although the substantial majority of Veralto’s revenue in [removed: 2024] [added: 2025] was from customers other than governmental entities, Veralto has agreements relating to the sale of products to government entities.

[removed: Risk Factors.” No material portion of] Veralto’s business is subject to renegotiation of profits or termination of contracts at the election of a government entity.

Violations of these laws can result in various sanctions, including criminal [added: and civil penalties.]

In [removed: 2024,] [added: 2025,] Veralto generated 48% of its sales in North America, [removed: 22%] [added: 23%] of its sales in Western Europe, 2% of its sales in other developed markets and [removed: 28%] [added: 27%] of its sales in high-growth markets.

As of December 31, [removed: 2024,] [added: 2025,] Veralto had facilities in approximately 50 countries, including approximately [removed: 58] [added: 60] principal administrative, sales, research and development, manufacturing and distribution facilities.

[added: 21 of these facilities are located in the United] States in 12 states and [removed: 36] [added: 39] are located outside the United States, primarily in Europe and to a lesser extent in Latin America, Asia and Canada.

[removed: Refer to] Note 16 to the audited Consolidated and Combined Financial Statements included in this [removed: annual report] [added: Annual Report] for additional information.

We serve a majority of the

◦Our PQI segment helps our customers safeguard everyday essentials by protecting the food supply chain, ensuring product quality, freshness, and consistency, while maintaining brand authenticity.

Throughout the course of 2025, Veralto has taken substantial actions through the application of VES tools and processes to actively address the impact of various tariffs applied by the U.S. government and reciprocal tariffs from other trading partners.

impact on our business and financial statements in the future.

Refer to

We estimate that 80% of the top 25 global consumer packaged goods (“CPG”) brands (based on 2024 revenues) and a majority of the top 20 pharmaceutical brands

◦Our PQI segment allows brands to drive consumer transparency, measure and reduce packaging waste, and accelerate time-to-market for new packaging innovations.

The supply chain disruptions, labor availability constraints, and labor cost increases that began in 2021 for a number of our businesses eased in 2024.

Global Military Conflicts

In 2022, Veralto suspended the shipment of products to Russia.

In the first quarter of 2022, Veralto recorded a pretax charge of $1 million, primarily related to the impairment of accounts receivable and inventory related to Russian operations.

Russia has significantly reduced the export of natural gas to Europe, creating uncertainty on natural gas prices and a reduced supply of natural gas.

If this trend continues, Veralto’s European manufacturing facilities could face increased costs and risks of production disruptions.

Veralto’s European customers and suppliers could experience similar adverse impacts, which could further adversely impact Veralto’s supply chain and also adversely impact the demand for its products.

Veralto will continue monitoring the military, social, political, regulatory and economic environment and its broader impacts, and will consider further actions as appropriate.

For a discussion of risks related to Veralto’s operations as a result of global military conflicts, refer to “Item 1A.

Veralto anticipates that it will continue to make significant expenditures

and civil penalties.

22 of these facilities are located in the United

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

As of February [removed: 14, 2025,] [added: 13, 2026,] the number of shares of Registrant’s common stock outstanding was [removed: 247,550,644.][added: 247,843,360.]

The aggregate market value of common stock held by non-affiliates of the Registrant as of [removed: June 28, 2024] [added: July 4, 2025] was [removed: $23.6] [added: $25.7] 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 shareholders 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.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#i7a126e0a10884db8bd1bd3e84505ea62_10)] [added: STATEMENTS](#ide85d6c960594efdb4aafb96df29fba9_10)] | | | | | | | | | [removed: [1](#i7a126e0a10884db8bd1bd3e84505ea62_10)] [added: [1](#ide85d6c960594efdb4aafb96df29fba9_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i7a126e0a10884db8bd1bd3e84505ea62_16)] [added: [Business](#ide85d6c960594efdb4aafb96df29fba9_16)] | | | [removed: [4](#i7a126e0a10884db8bd1bd3e84505ea62_16)] [added: [4](#ide85d6c960594efdb4aafb96df29fba9_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i7a126e0a10884db8bd1bd3e84505ea62_31)] [added: Factors](#ide85d6c960594efdb4aafb96df29fba9_31)] | | | [removed: [11](#i7a126e0a10884db8bd1bd3e84505ea62_31)] [added: [11](#ide85d6c960594efdb4aafb96df29fba9_31)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i7a126e0a10884db8bd1bd3e84505ea62_34)] [added: Comments](#ide85d6c960594efdb4aafb96df29fba9_34)] | | | [removed: [26](#i7a126e0a10884db8bd1bd3e84505ea62_34)] [added: [23](#ide85d6c960594efdb4aafb96df29fba9_34)] | | |

| | | | Item 1C. | | | [removed: [Cybersecurity](#i7a126e0a10884db8bd1bd3e84505ea62_37)] [added: [Cybersecurity](#ide85d6c960594efdb4aafb96df29fba9_37)] | | | [removed: [26](#i7a126e0a10884db8bd1bd3e84505ea62_37)] [added: [23](#ide85d6c960594efdb4aafb96df29fba9_37)] | | |

| | | | Item 2. | | | [removed: [Properties](#i7a126e0a10884db8bd1bd3e84505ea62_40)] [added: [Properties](#ide85d6c960594efdb4aafb96df29fba9_40)] | | | [removed: [27](#i7a126e0a10884db8bd1bd3e84505ea62_40)] [added: [24](#ide85d6c960594efdb4aafb96df29fba9_40)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i7a126e0a10884db8bd1bd3e84505ea62_43)] [added: Proceedings](#ide85d6c960594efdb4aafb96df29fba9_43)] | | | [removed: [27](#i7a126e0a10884db8bd1bd3e84505ea62_43)] [added: [24](#ide85d6c960594efdb4aafb96df29fba9_43)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i7a126e0a10884db8bd1bd3e84505ea62_46)] [added: Disclosures](#ide85d6c960594efdb4aafb96df29fba9_46)] | | | [removed: [28](#i7a126e0a10884db8bd1bd3e84505ea62_46)] [added: [24](#ide85d6c960594efdb4aafb96df29fba9_46)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7a126e0a10884db8bd1bd3e84505ea62_52)] [added: Securities](#ide85d6c960594efdb4aafb96df29fba9_52)] | | | [removed: [29](#i7a126e0a10884db8bd1bd3e84505ea62_52)] [added: [25](#ide85d6c960594efdb4aafb96df29fba9_52)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#i7a126e0a10884db8bd1bd3e84505ea62_52)] [added: [\[Reserved\]](#ide85d6c960594efdb4aafb96df29fba9_52)] | | | [removed: [29](#i7a126e0a10884db8bd1bd3e84505ea62_52)] [added: [25](#ide85d6c960594efdb4aafb96df29fba9_52)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7a126e0a10884db8bd1bd3e84505ea62_55)] [added: Operations](#ide85d6c960594efdb4aafb96df29fba9_55)] | | | [removed: [30](#i7a126e0a10884db8bd1bd3e84505ea62_55)] [added: [26](#ide85d6c960594efdb4aafb96df29fba9_55)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7a126e0a10884db8bd1bd3e84505ea62_118)] [added: Risk](#ide85d6c960594efdb4aafb96df29fba9_118)] | | | [removed: [44](#i7a126e0a10884db8bd1bd3e84505ea62_118)] [added: [41](#ide85d6c960594efdb4aafb96df29fba9_118)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7a126e0a10884db8bd1bd3e84505ea62_121)] [added: Data](#ide85d6c960594efdb4aafb96df29fba9_121)] | | | [removed: [45](#i7a126e0a10884db8bd1bd3e84505ea62_121)] [added: [42](#ide85d6c960594efdb4aafb96df29fba9_121)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7a126e0a10884db8bd1bd3e84505ea62_223)] [added: Disclosure](#ide85d6c960594efdb4aafb96df29fba9_229)] | | | [removed: [92](#i7a126e0a10884db8bd1bd3e84505ea62_223)] [added: [90](#ide85d6c960594efdb4aafb96df29fba9_229)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i7a126e0a10884db8bd1bd3e84505ea62_226)] [added: Procedures](#ide85d6c960594efdb4aafb96df29fba9_232)] | | | [removed: [92](#i7a126e0a10884db8bd1bd3e84505ea62_226)] [added: [90](#ide85d6c960594efdb4aafb96df29fba9_232)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i7a126e0a10884db8bd1bd3e84505ea62_229)] [added: Information](#ide85d6c960594efdb4aafb96df29fba9_235)] | | | [removed: [92](#i7a126e0a10884db8bd1bd3e84505ea62_229)] [added: [90](#ide85d6c960594efdb4aafb96df29fba9_235)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7a126e0a10884db8bd1bd3e84505ea62_232)] [added: Inspections](#ide85d6c960594efdb4aafb96df29fba9_241)] | | | [removed: [92](#i7a126e0a10884db8bd1bd3e84505ea62_232)] [added: [90](#ide85d6c960594efdb4aafb96df29fba9_241)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7a126e0a10884db8bd1bd3e84505ea62_238)] [added: Governance](#ide85d6c960594efdb4aafb96df29fba9_247)] | | | [removed: [93](#i7a126e0a10884db8bd1bd3e84505ea62_238)] [added: [91](#ide85d6c960594efdb4aafb96df29fba9_247)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i7a126e0a10884db8bd1bd3e84505ea62_241)] [added: Compensation](#ide85d6c960594efdb4aafb96df29fba9_250)] | | | [removed: [94](#i7a126e0a10884db8bd1bd3e84505ea62_241)] [added: [92](#ide85d6c960594efdb4aafb96df29fba9_250)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7a126e0a10884db8bd1bd3e84505ea62_244)] [added: Matters](#ide85d6c960594efdb4aafb96df29fba9_253)] | | | [removed: [94](#i7a126e0a10884db8bd1bd3e84505ea62_244)] [added: [92](#ide85d6c960594efdb4aafb96df29fba9_253)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7a126e0a10884db8bd1bd3e84505ea62_247)] [added: Independence](#ide85d6c960594efdb4aafb96df29fba9_256)] | | | [removed: [94](#i7a126e0a10884db8bd1bd3e84505ea62_247)] [added: [92](#ide85d6c960594efdb4aafb96df29fba9_256)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7a126e0a10884db8bd1bd3e84505ea62_250)] [added: Services](#ide85d6c960594efdb4aafb96df29fba9_259)] | | | [removed: [94](#i7a126e0a10884db8bd1bd3e84505ea62_250)] [added: [92](#ide85d6c960594efdb4aafb96df29fba9_259)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7a126e0a10884db8bd1bd3e84505ea62_256)] [added: Schedules](#ide85d6c960594efdb4aafb96df29fba9_265)] | | | [removed: [95](#i7a126e0a10884db8bd1bd3e84505ea62_256)] [added: [93](#ide85d6c960594efdb4aafb96df29fba9_265)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i7a126e0a10884db8bd1bd3e84505ea62_259)] [added: Summary](#ide85d6c960594efdb4aafb96df29fba9_268)] | | | [removed: [95](#i7a126e0a10884db8bd1bd3e84505ea62_256)] [added: [93](#ide85d6c960594efdb4aafb96df29fba9_265)] | | |

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, [added: asset values,] pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, [added: customer demand,] cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell [removed: into, including] [added: into;] the impact of [removed: changes in] [added: global] trade [added: policies, tariffs, restrictions on imports, related countermeasures] and [removed: tariff policies;] [added: reciprocal tariffs; future] new or modified laws, [removed: regulations and] [added: regulations,] accounting [removed: pronouncements;] [added: pronouncements or public policy changes;] future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Veralto intends or believes will or may occur in the future.

Terminology such as “believe,” “anticipate,” [added: “assume,” “continue,”] “should,” “could,” “intend,” “will,” “plan,” [added: “aim,”] “expect,” “estimate,” “project,” “target,” [added: “can,”] “may,” “possible,” “potential,” [added: “upcoming,”] “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

[removed: Below is a summary of material] [added: These] risks [removed: and uncertainties we face, which] are discussed more fully in “Item 1A.

- Conditions in the global economy, including military [removed: conflicts,] [added: conflicts and changes in trade and tariff policies,] the particular markets we serve and the financial markets can adversely affect our business and financial statements.

Our acquisition of businesses, investments, or other strategic relationships could also negatively impact our business and financial statements and our indemnification [added: or insurance] rights may not fully protect us from liabilities related thereto.

In addition, [added: challenges to tax positions taken through] audits by tax authorities could result in additional tax payments for prior periods.

- Certain provisions in Veralto’s [removed: amended and restated] certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of Veralto, which could decrease the trading price of Veralto’s common stock.

- The forum selection provisions under Veralto’s [removed: amended and restated] certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.

| [PART I](#ide85d6c960594efdb4aafb96df29fba9_13) | | | | | | | | | | | |

| [PART II](#ide85d6c960594efdb4aafb96df29fba9_49) | | | | | | | | | | | |

| [PART III](#ide85d6c960594efdb4aafb96df29fba9_244) | | | | | | | | | | | |

| [PART IV](#ide85d6c960594efdb4aafb96df29fba9_262) | | | | | | | | | | | |

Below is a summary of material risks and uncertainties we face, some of which we have experienced and any of which may occur in the future.

- The U.S. government has imposed and may continue to impose significant tariffs or other restrictions on foreign imports, and such trade restrictions or related countermeasures taken by impacted foreign countries could negatively affect our business, results of operations, or financial condition.

- Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and financial statements.

| [PART I](#i7a126e0a10884db8bd1bd3e84505ea62_13) | | | | | | | | | | | |

| [PART II](#i7a126e0a10884db8bd1bd3e84505ea62_49) | | | | | | | | | | | |

| [PART III](#i7a126e0a10884db8bd1bd3e84505ea62_235) | | | | | | | | | | | |

| [PART IV](#i7a126e0a10884db8bd1bd3e84505ea62_253) | | | | | | | | | | | |

Separation and Our Relationship with Danaher Risks

- As an independent, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher.

- Potential indemnification liabilities to Danaher pursuant to the separation agreement could materially and adversely affect Veralto’s business and financial statements.

- In connection with Veralto’s separation from Danaher, Danaher will indemnify Veralto for certain liabilities.

However, there can be no assurance that the indemnity will be sufficient to insure Veralto against the full amount of such liabilities, or that Danaher’s ability to satisfy its indemnification obligation will not be impaired in the future.

- If there is a determination that the separation and/or the distribution, together with certain related transactions, is taxable for U.S. federal income tax purposes, Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities.

- Veralto may be affected by significant restrictions, including on its ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-related liabilities.

- Certain of Veralto’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher.

Also, certain of Danaher’s current directors and a current Danaher officer and current Danaher employee have joined Veralto’s Board, which may create conflicts of interest or the appearance of conflicts of interest.

- Danaher may compete with Veralto.

- Veralto or Danaher may fail to perform under various transaction agreements that were executed as part of the separation or Veralto may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The Company’s cybersecurity program and policies articulate the expectations and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, vendor due diligence, security (with respect to physical assets, [added: products, networks, and systems), security monitoring and vulnerability identification.]

[removed: These risks are assessed, prioritized, and both] tactically and strategically addressed via process, technology, and personnel improvements to help ensure ongoing mitigation and tracking.

These risks are assessed, prioritized, and both

products, networks, and systems), security monitoring and vulnerability identification.

As of December 31, [removed: 2024,] [added: 2025,] the Company had facilities in [removed: over] [added: approximately] 50 countries, including [removed: 58] [added: approximately 60] principal administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 22] [added: 21] of these facilities are located in the United States in [removed: over] 12 states and [removed: 36] [added: 39] are located outside the United States, primarily in Europe and to a lesser extent in Latin America, Asia and Canada.

As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 1,369] [added: 1,291] holders of record of Veralto’s common stock.

In the fourth quarter of 2025, we increased the quarterly dividend of $0.11 per share to $0.13 per share on our common stock.

Issuer Purchase of Equity Securities

On November 25, 2025, the Company announced that its Board of Directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $750 million of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods, at the Company’s discretion.

The program does not obligate the Company to acquire any particular amount of its common stock, has no expiration date, and will continue until otherwise suspended or terminated at any time for any reason.

The timing and amount of any share repurchases under the program will be determined by members of the Company’s management based on its evaluation of market, business conditions, and other factors.

During the quarter ended December 31, 2025, the Company did not make any share repurchases.

We have historically paid a quarterly dividend of $0.09 per share of our common stock.

In December 2024, our Board of Directors increased the quarterly dividend paid to $0.11 per share from $0.09 per share, an increase of 22%.

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 [removed: 25, 2025] [added: 20, 2026] appears on page [removed: [4](#i7a126e0a10884db8bd1bd3e84505ea62_15942918604852)[6](#i7a126e0a10884db8bd1bd3e84505ea62_15942918604852)] [added: [46](#ide85d6c960594efdb4aafb96df29fba9_127)] of this [added: Annual Report on] Form 10-K.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Veralto Corporation

We have audited Veralto Corporation’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) (the COSO criteria).

In our opinion, Veralto Corporation (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 and combined statements of earnings, comprehensive income, [added: stockholders’] 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 schedule listed in the Index at Item 15(a) and our report dated February [removed: 25, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on [added: Veralto Corporation’s] Internal Control over Financial Reporting.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may [added: become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

[removed: |] /s/ Ernst & Young LLP [removed: | | |]

[removed: | February 25, 2025 | | |][added: *2025*]

We have audited the accompanying consolidated balance sheets of Veralto Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated and combined statements of earnings, comprehensive income, [added: stockholders’] 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) (collectively referred to as the “consolidated and combined financial statements”).

In our opinion, the consolidated and combined 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 [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 25, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing [added: a] separate opinion on the critical audit matter or on the account or disclosure to which it relates.

| *Description of the Matter* | | | | | | As described in Note 9 to the consolidated and combined financial statements, goodwill is tested for impairment at least annually, or more frequently if indicators of potential goodwill impairment exists, at the reporting unit level. Total goodwill as of December 31, [removed: 2024] [added: 2025] was [removed: $2.7] [added: $2.8] billion. To estimate the fair value of each reporting unit, the Company used the market approach based on [added: trading] multiples of earnings before interest, taxes, depreciation and amortization (EBITDA). The Company did not record any impairment of the carrying value of goodwill during the year ended December 31, [removed: 2024.] [added: 2025.] Auditing management’s goodwill impairment test for the Company’s reporting units was challenging and judgmental due to the estimation required to determine the fair value of the reporting units. In particular, the fair value estimates related to [removed: significant assumptions, such as] the identification of peer companies to derive the trading EBITDA multiples involved a high degree of management subjectivity. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of each reporting unit. For example, we tested controls over the appropriateness of assumptions management [removed: used, specifically controls] [added: used and] over the [added: completeness and accuracy of the] identification of peer companies. To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, [removed: assessing the valuation methodology and] testing the significant assumptions used in the Company’s analyses, as well as testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to third-party industry and economic data, and to the historical results of the Company’s reporting units. We performed sensitivity analyses of [removed: significant] [added: certain] assumptions to evaluate the changes in the fair values of the reporting units that would result from changes in key assumptions. We also involved internal valuation specialists to assist in our evaluation of [removed: significant assumptions, specifically] the identification of peer [removed: companies,] [added: companies] used by the Company. In addition, we tested management’s reconciliation of the fair values of its reporting units to the market capitalization of the Company. | | |

[removed: |] We have served as the Company’s auditor since 2022. [removed: | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | [added: | | |]

| [removed: Cash] [added: Beginning balance of cash] and [added: cash] equivalents | | | [removed: $ |] 1,101 | | | | | [removed: $] | 762 | | [added: | | | | — | | |]

| Trade accounts receivable, less allowance for credit losses of [removed: $37] [added: $36] and [removed: $36,] [added: $37,] respectively | | | [removed: 812] [added: 897] | | | | | | [removed: 826] [added: 812] | | |

| Inventories | | | [removed: 288] [added: 307] | | | | | | [removed: 297] [added: 288] | | |

| Prepaid expenses and other current assets | | | [removed: 186] [added: 197] | | | | | | [removed: 188] [added: 186] | | |

| Total current assets | | | [removed: 2,387] [added: 3,432] | | | | | | [removed: 2,073] [added: 2,387] | | |

| Property, plant and equipment, net | | | [removed: 268] [added: 294] | | | | | | [removed: 262] [added: 268] | | |

| Other long-term assets | | | [removed: 523] [added: 605] | | | | | | [removed: 398] [added: 523] | | |

| Goodwill | | | [removed: 2,693] [added: 2,838] | | | | | | [removed: 2,533] [added: 2,693] | | |

| Other intangible assets, net | | | [removed: 535] [added: 524] | | | | | | [removed: 427] [added: 535] | | |

| Total assets | | | $ | [removed: 6,406] [added: 7,693] | | | | | $ | [removed: 5,693] [added: 6,406] | |

| LIABILITIES AND [added: STOCKHOLDERS’] EQUITY | | | | | | | | | | | |

| Trade accounts payable | | | [removed: $] [added: 416] | [removed: 395] | | | | | [removed: $] [added: 395] | [removed: 431] | |

| Accrued expenses and other liabilities | | | [removed: 850] [added: 940] | | | | | | [removed: 834] [added: 850] | | |

| Total current liabilities | | | [removed: 1,245] [added: 2,056] | | | | | | [removed: 1,265] [added: 1,245] | | |

| Other long-term liabilities | | | [removed: 517] [added: 558] | | | | | | [removed: 410] [added: 517] | | |

| Long-term debt | | | [removed: 2,599] [added: 1,973] | | | | | | [removed: 2,629] [added: 2,599] | | |

| [added: Stockholders’] Equity: | | | | | | | | | | | |

| Preferred stock - $0.01 par value as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] 15 million shares authorized as of both dates; and 0 shares issued and outstanding as of both dates | | | — | | | | | | — | | |

| Common stock - $0.01 par value as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] 1.0 billion shares authorized as of both dates; and [removed: 247.4] [added: 248.4] million shares and [removed: 246.3] [added: 247.4] million shares issued and outstanding, respectively | | | 2 | | | | | | 2 | | |

| Philadelphia, Pennsylvania | | |

| February 20, 2026 | | |

To the Stockholders and the Board of Directors of Veralto Corporation

Philadelphia, Pennsylvania

February 20, 2026

| Current portion of long-term debt | | | $ | 700 | | | | | $ | — | |

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| January 1, 2023 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,189 | | | | | $ | (954) | | | | | | | | | | | | | | | | | $ | 5 | | | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (94) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | |

| Change in noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 1 | | | | | |

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| VERALTO CORPORATION CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ($ and shares in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Shares | | | | | | Amount | | | | | | Additional Paid-In Capital | | | | | | Retained Earnings | | | | | | Net Former Parent Investment | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | Noncontrolling Interests | | | | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (113) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | |

| Separation related adjustments | | | — | | | | | | — | | | | | | (9) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Change in noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 3 | | | | | |

| Purchase of noncontrolling interests | | | — | | | | | | — | | | | | | (6) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | (9) | | | | | |

| December 31, 2025 | | | 248.4 | | | | | | $ | 2 | | | | | $ | 2,272 | | | | | $ | 1,744 | | | | | $ | — | | | | | $ | (913) | | | | | | | | | | | | | | | | | $ | 1 | | | | |

| Net earnings | | | $ | 940 | | | | | $ | 833 | | | | | $ | 839 | |

| Impairments and other charges | | | 6 | | | | | | — | | | | | | 15 | | |

| All other financing activities | | | (15) | | | | | | — | | | | | | — | | |

Refer to Note 18 for additional information regarding the Separation.

would be required.

| ($ in millions) | | | 2025 | | | | | | 2024 | | |

| ($ in millions) | | | 2025 | | | | | | 2024 | | |

For securities without readily available fair values, the

Additionally, the Company is a limited partner in a partnership that invests in start-up companies.

While the partnership records these investments at fair value, the Company’s investment in the partnership is accounted for under the equity method of accounting.

The Company made minority investments in equity method investments and non-marketable equity securities totaling $7 million and $15 million in 2025 and 2024, respectively.

The Company recorded net realized and unrealized gains and losses, as well as impairments in other income (expense), net, in the accompanying Consolidated and Combined Statements of Earnings.

Refer to Note 7 for additional information.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, excluded TraceGains, which was acquired by the Company in 2024.

This entity, whose total assets and total revenues were excluded from the Company’s assessment, represented under 1% of the related consolidated amounts as of and for the year ended December 31, 2024.

Based upon Securities and Exchange Commission staff guidance, companies are allowed to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

As indicated in the accompanying Report of Management on 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 TraceGains, which is included in the 2024 consolidated financial statements of the Company and constituted 0.5% and 0.1% of total and net assets, respectively, as of December 31, 2024 and less than 0.2% of sales 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 TraceGains.

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| | | |

| --- | --- | --- |

| Boston, Massachusetts | | |

VERALTO CORPORATION

| | | | | | | | | | | | | | | | | | | | | |

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| January 1, 2022 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,084 | | | | | $ | (887) | | | | | | | | | | | $ | 4 | |

| December 31, 2022 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,189 | | | | | $ | (954) | | | | | | | | | | | $ | 5 | |

| Net transfers to Former Parent | | | — | | | | | | (147) | | | | | | (781) | | |

In accordance with the tax matters agreement, Danaher is retaining certain net tax liabilities that are subject to joint and several liability between Danaher and the Company with respect to the taxable periods (or portions thereof) ended on or prior to the Separation.

Related party allocations are discussed further in Note 18.

- The Combined Statements of Earnings, Statements of Comprehensive Income, Statement of Changes in Equity, and Statement of Cash Flows for the year ended December 31, 2022 consist of the combined results and activity of the Veralto businesses.

The Consolidated and Combined Financial Statements may not be indicative of future performance and do not necessarily reflect what the Consolidated and Combined Statements of Earnings and Statements of Cash Flows would have been had the Company operated as a separate business during the periods presented.

amount reasonably expected to be collected.

| Property, plant and equipment, net | | | $ | 268 | | | | | $ | 262 | |

This foreign currency denominated long-term debt issuance is designated and qualifies as a nonderivative hedging instrument.

The Company is currently assessing the impact on its Consolidated Financial Statements and related income tax disclosures for the year ending December 31, 2025.

In November 2023, the FASB issued ASU 2023-07, *Improvements to Reportable Segment Disclosures*, which improves reportable segment disclosure requirements in ASC 280, *Segment Reporting*, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023 and early adoption is permitted.

In August 2023, the FASB issued ASU 2023-05, *Business Combinations—Joint Venture Formations* (Subtopic 805-60): Recognition and Initial Measurement.

The ASU requires that a joint venture apply a new basis of accounting upon formation in which the joint venture will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).

The ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

The Company early adopted the ASU effective September 30, 2023 on a prospective basis.

help consumer brands meet increasingly stringent compliance and reporting regulations for food and beverage safety and traceability.

Its solutions enable consumer brands to efficiently track ingredient inputs, monitor supplier quality and develop new products with greater safety and increased velocity.

The Company will make appropriate adjustments to the purchase price allocation prior to completion of the one-year measurement period, if required.

to one vote on all matters to be voted upon by common stockholders.

| North America (a) | | | $ | 1,590 | | | | | $ | 670 | | | | | $ | 2,260 | |

| Western Europe | | | 500 | | | | | | 559 | | | | | | 1,059 | | |

| High-growth markets (b) | | | 730 | | | | | | 698 | | | | | | 1,428 | | |

| Total | | | $ | 2,887 | | | | | $ | 1,983 | | | | | $ | 4,870 | |

| Recurring | | | $ | 1,663 | | | | | $ | 1,196 | | | | | $ | 2,859 | |

None.

Director and Officer Trading Arrangements

On November 7, 2024, Jennifer L.

Honeycutt, Veralto’s President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 54,408 shares of common stock, subject to certain conditions.

Unless otherwise terminated pursuant to its terms, the plan will terminate on October 29, 2025, or when all of the shares under the plan are sold.

On November 25, 2024, Surekha Trivedi, Veralto’s Senior Vice President, Strategy and Sustainability, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 4,111 shares of common stock, subject to certain conditions.

Unless otherwise terminated pursuant to its terms, the plan will terminate on November 14, 2025, or when all of the shares under the plan are sold.

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Proposal 1–Election of Directors, Corporate Governance and Other Information in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of [removed: shareholders.][added: stockholders.]

Set forth below are the names, ages, positions and experience of Veralto’s executive officers as of February [removed: 4, 2025.][added: 3, 2026.]

| Jennifer L. Honeycutt | | | | | | [removed: 55] [added: 56] | | | | | | President and Chief Executive Officer; Director | | |

| Sameer Ralhan | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Melissa [removed: Aquino] [added: Kapity] | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice [removed: President,] [added: President and Chief Segment Officer,] Water Quality | | |

| Mattias Byström | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice [removed: President,] [added: President and Chief Segment Officer,] Product Quality & Innovation | | |

| Surekha Trivedi | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President, Strategy & Sustainability | | |

| Lesley Beneteau | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice [removed: President,] [added: President and Chief] Human Resources [added: Officer] | | |

*Melissa [removed: Aquino*] [added: Kapity*] serves as Veralto’s Senior Vice [removed: President,] [added: President and Chief Segment Officer,] Water Quality, and has served as Vice President and Group Executive of Danaher’s Water Quality companies since January 2023.

Prior to that, Ms. [removed: Aquino] [added: Kapity] served as Senior Vice President and Group Executive of IDEX Corporation, a provider of specialty engineered products, from October 2022 to January 2023.

Prior to joining IDEX Corporation, Ms. [removed: Aquino] [added: Kapity] held a variety of positions at Danaher from March 2000 to October 2022, including most recently as President of Cepheid, a Danaher subsidiary, from April 2021 to October 2022.

*Mattias Byström* serves as Veralto’s Senior Vice [removed: President,] [added: President and Chief Segment Officer,] Product Quality & Innovation, and has served as Vice President and Group Executive of Danaher’s Product Identification companies since November 2021.

[added: Prior to joining Danaher,] Mr. Byström served as Chief Executive Officer of FlexLink, a provider of conveyor systems and factory automation systems, from April 2015 to April 2018.

[removed: *Sylvia Stein*] [added: *Kimberly Chainey*] serves as Veralto’s Senior Vice President and Chief Legal Officer.

| Kimberly Chainey | | | | | | 50 | | | | | | Senior Vice President and Chief Legal Officer | | |

Prior to joining Veralto in December 2025, Ms. Chainey served as Executive Vice President, Chief Legal Officer and Corporate Secretary at AptarGroup, Inc. from July 2020 until November 2025.

Prior to her time with Aptar, Ms. Chainey served as Vice President and General Counsel of Panasonic Avionics Corporation.

| Sylvia Stein | | | | | | 58 | | | | | | Senior Vice President and General Counsel | | |

Prior to joining Danaher,

Prior to joining Danaher in June 2023, Ms. Stein served as Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Modine Manufacturing Company, a thermal management company, from January 2018 to June 2023.

The information required by this Item is incorporated by reference from the sections entitled Director Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables and Information (other than the Pay Versus Performance disclosure) and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be “filed” and the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).

The information required by this Item is incorporated by reference from the sections entitled Beneficial Ownership of Veralto Common Stock by Directors, Officers and Principal Shareholders, Summary of Employment Agreements and Plans and Compensation Tables and Information in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders (provided that the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).

The information required by this Item is incorporated by reference from the section entitled Director Independence and Related Person Transactions in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders.

Our independent registered public accounting firm is Ernst & Young LLP, [removed: Boston, Massachusetts,] [added: Philadelphia, Pennsylvania,] PCAOB ID: 00042.

The information required by this Item is incorporated by reference from the section entitled Proposal 2–Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: [95](#i24b0d85d0d47482ca4b7e75a0a9a4c9b_88)] [added: [93](#i2aa9feae52824c2392278def6642d43a_88)] of this report.

| | | | Page Number [removed: in Form] [added: in Form] 10-K | | |

| Valuation and Qualifying Accounts | | | [removed: [101](#i7a126e0a10884db8bd1bd3e84505ea62_271)] [added: [99](#ide85d6c960594efdb4aafb96df29fba9_280)] | | |

| Exhibit Number | | | Description | | | [added: | | |]

| 2.1 | | | [Separation and Distribution Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 2.1 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit21-separationanddis.htm) | | | [added: | | |]

| 3.1 | | | [removed: [Amended] [added: [Second Amended] and Restated Certificate of Incorporation of Veralto Corporation (incorporated by reference to Exhibit 3.1 to Veralto Corporation’s Current Report on Form 8-K filed [removed: October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit31-amendedandrestat.htm)] [added: May 15, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a31veralto2ndarcertifica.htm)] | | | [added: | | |]

| 3.2 | | | [added: [Se](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a32veralto2ndarbylaws.htm)[cond](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a32veralto2ndarbylaws.htm)] [Amended and Restated Bylaws of Veralto Corporation (incorporated by reference to Exhibit 3.2 to Veralto Corporation’s Current Report on Form 8-K [removed: filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit32-amendedandrestat.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a32veralto2ndarbylaws.htm) [May 15, 2025](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a32veralto2ndarbylaws.htm)[)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000079/a32veralto2ndarbylaws.htm)] | | | [added: | | |]

| 4.1 | | | [Indenture, dated as of September 18, 2023, between Veralto Corporation, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (incorporated by reference to Exhibit 4.1 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000114036123044481/ef20010870_ex4-1.htm) | | | [added: | | |]

| 4.2 | | | [Registration Rights Agreement, dated as of September 18, 2023, by and among Veralto Corporation and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the initial purchasers of the USD Notes (incorporated by reference to Exhibit 4.2 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000114036123044481/ef20010870_ex4-2.htm) | | | [added: | | |]

| 4.3 | | | [Indenture, dated as of September 19, 2023, between Veralto Corporation, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (incorporated by reference to Exhibit 4.3 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000114036123044481/ef20010870_ex4-3.htm) | | | [added: | | |]

| 4.4 | | | [Registration Rights Agreement, dated as of September 19, 2023, by and among Veralto Corporation and Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, as representatives of the initial purchasers of the Euro Notes (incorporated by reference to Exhibit 4.4 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000114036123044481/ef20010870_ex4-4.htm) | | | [added: | | |]

| 4.5 | | | [Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.5 to Veralto Corporation’s Annual Report on Form 10-K filed February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit45.htm) | | | [added: | | |]

| 10.1 | | | [Employee Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit101-employeematters.htm) | | | [added: | | |]

| 10.2 | | | [Tax Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.2 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit102-taxmattersagree.htm) | | | [added: | | |]

| 10.3 | | | [Transition Services Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.3 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit103-transitionservi.htm) | | | [added: | | |]

| 10.4 | | | [Intellectual Property Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.4 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit104-intellectualpro.htm) | | | [added: | | |]

| 10.5 | | | [DBS License Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.5 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit105-dbslicenseagree.htm) | | | [added: | | |]

| 10.6 | | | [Framework Agreement, dated as of September 29, 2023, by and between Beckman Coulter, Inc. and Hach Company (incorporated by reference to Exhibit 10.6 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000005/exhibit106-frameworkagreem.htm) | | | [added: | | |]

| 10.7 | | | [Veralto Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment 1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-274789), filed with the Commission on February 28, 2024)*](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000031/veraltocorporation2023omni.htm) | | | [added: | | |]

| 10.8 | | | [Veralto Corporation Executive Deferred Incentive Program, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm) | | | [added: | | |]

| 10.9 | | | [Veralto Corporation Excess Contribution Program, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm) | | | [added: | | |]

| 10.10 | | | [Veralto Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, 2023).](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1023-form10.htm) | | | [added: | | |]

| 10.11 | | | [Credit Agreement, dated as of August 31, 2023, by and among Veralto Corporation, certain subsidiaries of Veralto Corporation, Bank of America, N.A., as administrative agent and Bank of America, N.A. as lender and swing line lender (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023031040/exhibit1025-form10x12ba2.htm) | | | [added: | | |]

| 10.12 | | | [Form of Veralto Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit106-form10.htm)* | | | [added: | | |]

| 10.13 | | | [Offer of Employment Letter, dated as of January 27, 2023, between Danaher Corporation and Jennifer Honeycutt (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit107-form10.htm)* | | | [added: | | |]

| 10.14 | | | [Offer of Employment Letter, dated as of May 12, 2023, between DH EAS Employment LLC and Sameer Ralhan (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit108-form10.htm)* | | | [added: | | |]

| 10.15 | | | [Offer of Employment Letter, dated as of January 6, 2023, between Danaher Corporation and Melissa Aquino (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit109-form10.htm)* | | | [added: | | |]

| 10.16 | | | [Employment Agreement, dated as of December 21, 2021, between VTI Sweden AB and Mattias Byström (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1010-form10.htm)* | | | [added: | | |]

| [removed: 10.17] [added: 10.20] | | | [Offer of Employment Letter, dated as of [removed: April 10, 2023,] [added: September 25, 2025,] between Veralto Corporation and [removed: Sylvia Stein*] [added: Kimberly Chainey] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.1] to Veralto Corporation’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed [removed: February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/offerofemploymentletterbet.htm)] [added: November 3, 2025)*](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000139/exhibit101-offerlette.htm)] | | | [added: | | |]

| [removed: 10.18] [added: 10.17] | | | [Amendment to Employment Agreement, dated as of May 5, 2023, between VTI Sweden AB and Mattias Byström (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)* | | | [added: | | |]

| [removed: 10.19] [added: 10.18] | | | [Offer of Employment Letter, dated as of February 27, 2023, between Danaher Corporation and Surekha Trivedi](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1012-form10.htm) [(incorporated by reference to Exhibit 10.12 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)* | | | [added: | | |]

| [removed: 10.20] [added: 10.21] | | | [Form of Veralto Corporation Stock Option [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1020-veralto2023s.htm)] [added: Agreement (incorporated by reference to Exhibit 10.20 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1020-veralto2023s.htm)] | | | [added: | | |]

| [removed: 10.21] [added: 10.22] | | | [Form of Veralto Corporation Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1021-veraltorsuaw.htm)] [added: Agreement (incorporated by reference to Exhibit 10.21 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1021-veraltorsuaw.htm)] | | | [added: | | |]

| [removed: 10.22] [added: 10.23] | | | [Form of Veralto Corporation Performance Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1022-formofveralt.htm)] [added: Agreement (incorporated by reference to Exhibit 10.22 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1022-formofveralt.htm)] | | | [added: | | |]

| [removed: 10.23] [added: 10.24] | | | [Form of Veralto Retirement Savings Plan (incorporated by reference to Exhibit 10.5 to Amendment 1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-274789), filed with the Commission on February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000031/veraltoretirementsavingspl.htm) | | | [added: | | |]

| [removed: 10.24] [added: 10.25] | | | [Form of Veralto Corporation Stock Option Agreement for Non-Employee [removed: Directors](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1024-stockoptiona.htm)] [added: Directors (incorporated by reference to Exhibit 10.24 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1024-stockoptiona.htm)] | | | [added: | | |]

| [removed: 10.25] [added: 10.26] | | | [Form of Veralto Corporation Restricted Stock Unit Agreement for Non-Employee [removed: Directors](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1025-veraltorsuaw.htm)] [added: Directors (incorporated by reference to Exhibit 10.25 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1025-veraltorsuaw.htm)] | | | [added: | | |]

| [removed: 10.26] [added: 10.27] | | | [Form A of Veralto Corporation Agreement Regarding Competition and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1018-form10.htm) | | | [added: | | |]

| [removed: 10.27] [added: 10.28] | | | [Form B of Veralto Corporation Agreement Regarding Solicitation and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm) | | | [added: | | |]

| [removed: 10.28] [added: 10.29] | | | [Form of Veralto Corporation Senior Leader Severance Pay Plan (incorporated by reference to Exhibit 10.20 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1020-form10.htm) | | | [added: | | |]

| [removed: 10.29] [added: 10.30] | | | [First Amendment to Veralto Corporation Senior Leaders Severance Pay Plan (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Form 8-K filed December 15, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000044/exhibit101-firstamendmentt.htm) | | | [added: | | |]

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| 10.19 | | | [Separation Agreement and General Release entered into between Sylvia A. Stein and VL Employment LLC, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Current Report on Form 8-K filed August 7, 2025)*](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000128/exhibit101sylviasteinagr.htm) | | | | | |

| 10.32 | | | [Veralto Non-Employee Directors’ Deferred Compensation Plan dated as of December 15, 2025](https://www.sec.gov/Archives/edgar/data/1967680/000196768026000011/veraltonon-employeedirec.htm) | | | | | |

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| 10.33 | | | [Offer of Employment Letter, dated as of March 9, 2023 between Danaher Corporation and Lesley Benetau](https://www.sec.gov/Archives/edgar/data/1967680/000196768026000011/beneteaudhrveraltomarch2.htm) | | | | | |

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