Item 16. FORM 10-K SUMMARY

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Item 16. FORM 10-K SUMMARY

Not applicable.

INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE

Page Number in Form 10-K
Schedule:
Valuation and Qualifying Accounts99

EXHIBIT INDEX

Exhibit NumberDescription
2.1Separation 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)
3.1Second 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 May 15, 2025)
3.2Second Amended and Restated Bylaws of Veralto Corporation (incorporated by reference to Exhibit 3.2 to Veralto Corporation’s Current Report on Form 8-K filed May 15, 2025)
4.1Indenture, 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)
4.2Registration 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)
4.3Indenture, 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)
4.4Registration 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)
4.5Description 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)
10.1Employee 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)
10.2Tax 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)
10.3Transition 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)
10.4Intellectual 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)
10.5DBS 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)
10.6Framework 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)
10.7Veralto 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)*
10.8Veralto 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)*
10.9Veralto 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)*
10.10Veralto 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).
10.11Credit 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)*
10.12Form 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)*
10.13Offer 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)*
10.14Offer 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)*
10.15Offer 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)*
10.16Employment 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)*
10.17Amendment 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)*
10.18Offer of Employment Letter, dated as of February 27, 2023, between Danaher Corporation and Surekha Trivedi (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, 2023)*
10.19Separation 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)*
10.20Offer of Employment Letter, dated as of September 25, 2025, between Veralto Corporation and Kimberly Chainey (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Current Report on Form 8-K filed November 3, 2025)*
10.21Form of Veralto Corporation Stock Option Agreement (incorporated by reference to Exhibit 10.20 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.22Form of Veralto Corporation Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.23Form of Veralto Corporation Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.22 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.24Form 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)
10.25Form of Veralto Corporation Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.24 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.26Form of Veralto Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.25 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.27Form 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)
10.28Form 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)
10.29Form 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)
10.30First 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)
10.31Second Amendment to the Senior Leaders Severance Pay Plan of Veralto Corporation and its Affiliated Companies (incorporated by reference to Exhibit 10.30 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025)
10.32Veralto Non-Employee Directors’ Deferred Compensation Plan dated as of December 15, 2025
10.33Offer of Employment Letter, dated as of March 9, 2023 between Danaher Corporation and Lesley Benetau
19.1Veralto Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Veralto Corporation’s Annual Report on Form 10-K filed February 25, 2025).
21.1Subsidiaries of Registrant
23.1Consent of Independent Registered Public Accounting Firm
31.1Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1Clawback Policy, Pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as Amended (incorporated by reference to Exhibit 99.1 to Veralto Corporation’s Quarterly Report on Form 10-Q filed April 30, 2025)
101Interactive data files (formatted as Inline XBRL).
104Cover Page Interactive Data File (contained in Exhibit 101).
*Indicates management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VERALTO CORPORATION
Date:February 20, 2026By:/s/ JENNIFER L. HONEYCUTT
Jennifer L. Honeycutt
President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:

Name, Title and SignatureDate
/s/ LINDA FILLERFebruary 20, 2026
Linda Filler
Chair of the Board
/s/ JENNIFER L. HONEYCUTTFebruary 20, 2026
Jennifer L. Honeycutt
President, Chief Executive Officer and Director
/s/ SAMEER RALHANFebruary 20, 2026
Sameer Ralhan
Senior Vice President and Chief Financial Officer
/s/ BERNARD M. SKEETEFebruary 20, 2026
Bernard M. Skeete
Vice President and Chief Accounting Officer
/s/ FRANÇOISE COLPRONFebruary 20, 2026
Françoise Colpron
Director
/s/ DANIEL L. COMASFebruary 20, 2026
Daniel L. Comas
Director
/s/ SHYAM P. KAMBEYANDAFebruary 20, 2026
Shyam P. Kambeyanda
Director
/s/ WILLIAM H. KINGFebruary 20, 2026
William H. King
Director
/s/ WALTER G. LOHR, JR.February 20, 2026
Walter G. Lohr, Jr.
Director
/s/ HEATH A. MITTSFebruary 20, 2026
Heath A. Mitts
Director
/s/ VIJAY SANKARANFebruary 20, 2026
Vijay Sankaran
Director
/s/ JOHN T. SCHWIETERSFebruary 20, 2026
John T. Schwieters
Director
/s/ CINDY L. WALLIS-LAGEFebruary 20, 2026
Cindy L. Wallis-Lage
Director
/s/ THOMAS L. WILLIAMSFebruary 20, 2026
Thomas L. Williams
Director

VERALTO CORPORATION

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

($ in millions)

ClassificationBalance at Beginning of Period (a)Charged to Costs & ExpensesImpact of CurrencyWrite-Offs, Write-Downs & DeductionsBalance at End of Period (a)
Year ended December 31, 2025:
Allowances deducted from asset account
Allowance for credit losses$3961(8)$38
Year ended December 31, 2024:
Allowances deducted from asset account
Allowance for credit losses$379(1)(6)$39
Year ended December 31, 2023:
Allowances deducted from asset account
Allowance for credit losses$3610—(9)$37

(a) Amounts include allowance for credit losses classified as current and noncurrent.

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