Veralto 10-Q 2026-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended April 3, 2026

OR

For the transition period from to

Commission File Number: 001-41770

VERALTO CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 781-755-3655

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

The number of shares of common stock outstanding at April 21, 2026 was 245,599,266.

VERALTO CORPORATION

TABLE OF CONTENTS

FORM 10-Q

VERALTO CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amounts)

(unaudited)

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of the Company’s financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The 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. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:

• Information Relating to Forward-Looking Statements;

• Overview;

• Results of Operations;

• Liquidity and Capital Resources; and

• Critical Accounting Estimates.

You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2025, included within the 2025 Annual Report on Form 10-K, and the unaudited financial statements and related Notes as of and for the three-month period ended April 3, 2026 included in this Quarterly Report on Form 10-Q (this “Report”).

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, 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, 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 into, the impact of global trade policies, tariffs, restrictions on imports, related countermeasures and reciprocal tariffs; future new or modified laws, regulations, accounting 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,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “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. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth below and under “Item 1A. Risk Factors” in the 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q.

Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which

they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

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. These risks are discussed more fully in “Item 1A. Risk Factors” in the 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q:

Business and Strategic Risks

• Conditions in the global economy, including the current conflict in the Middle East and changes in trade and tariff policies, the particular markets we serve and the financial markets can adversely affect our business and financial statements.

• 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 adversely affect our business and financial statements.

• We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.

• Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.

• Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may adversely affect our business and financial statements.

• Non-U.S. economic, political, legal, compliance, social and business factors can adversely affect our business and financial statements.

• Our growth can also suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

Acquisitions, Divestitures and Investment Risks

• Any inability to consummate acquisitions at our historical rate and appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business. Our acquisition of businesses, investments, or other strategic relationships could also negatively impact our business and financial statements and our indemnification or insurance rights may not fully protect us from liabilities related thereto.

• Divestitures or other dispositions could adversely affect our business and financial statements.

Operational Risks

• Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data or violations of data privacy laws can adversely affect our business and financial statements.

• Defects and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.

• If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.

• Climate change and sustainability matters, legal or regulatory measures to address climate change and sustainability matters, and any inability on our part to address related stakeholder expectations may negatively affect us.

• Our financial results are subject to fluctuations in the cost and availability of the supplies that we use in, and the labor we need for, our operations.

• Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.

• Our restructuring actions could result in unexpected costs, may not achieve the anticipated benefits and can have long-term adverse effects on our business and financial statements.

Intellectual Property Risks

• If we are unable to adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights. These risks are particularly pronounced in countries in which we do business that do not have levels of protection of intellectual property comparable to the United States.

• Third parties from time to time claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

Financial and Tax Risks

• Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements.

• We may be required to recognize impairment charges for our goodwill and other intangible assets.

• Foreign currency exchange rates can adversely affect our financial statements.

• Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our earnings. In addition, challenges to tax positions taken through audits by tax authorities could result in additional tax payments for prior periods.

• Changes in tax law relating to multinational corporations could adversely affect our tax position.

Legal, Regulatory, Compliance and Reputational Risks

• Our businesses are subject to extensive regulation, and failure to comply with those regulations could adversely affect our business and financial statements.

• We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.

• Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business and financial statements.

• Certain provisions in Veralto’s 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 certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.

• 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.

See “Item 1A. Risk Factors” in the 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

OVERVIEW

Business Overview

Veralto Corporation’s unifying purpose is Safeguarding the World’s Most Vital Resources**TM. Our diverse group of leading operating companies provide essential technology solutions that monitor, enhance and protect key resources around the globe. We are committed to the advancement of public health and safety and believe we are positioned to support our customers as they address large global challenges including environmental resource sustainability, water scarcity, management of severe weather events, food and pharmaceutical security, and the impact of an aging workforce. For decades, we have used our scientific expertise and innovative technologies to address complex challenges our customers face across regulated industries – including municipal utilities, food and beverage, pharmaceutical and industrials – where the consequence of failure is high. Through our core offerings in water analytics, water treatment, marking and coding, and packaging and color, customers look to our solutions to help ensure the safety, quality, efficiency and reliability of their products, processes and people globally. Veralto is headquartered in Waltham, Massachusetts with a workforce of nearly 17,000 employees (whom we refer to as “associates”) as of December 31, 2025, strategically located in approximately 50 countries.

Veralto Corporation is a Delaware corporation and was incorporated in 2023 in connection with the separation of Veralto from Danaher Corporation (“Danaher”) on September 30, 2023 as an independent, publicly traded company, listed on the New York Stock Exchange (the “Separation”).

Veralto operates through two segments – Water Quality (“WQ”) and Product Quality & Innovation (“PQI”). Our businesses within these segments have strong globally recognized brands as a result of our leadership in served markets over several decades. Our WQ segment provides innovative products and services that improve the quality and reliability of water with leading brands including Hach, Trojan Technologies and ChemTreat. Our PQI segment enables our customers to promote consumer trust in their products and help enable product innovation with leading brands including Videojet, Linx, Esko, X-Rite and Pantone. We believe our leading positions result from the strength of our commercial organizations, our legacy of innovation, and our close and long-term connectivity to our customers and knowledge of their workflows, underpinned by our culture of continuous improvement. This has resulted in a large installed base of instruments that drive ongoing consumables and software sales to support our customers. As a result, our business generates recurring sales which represented approximately 62% of total sales during the three months ended April 3, 2026. Our business model also supports a strong margin profile with limited capital expenditure requirements and has generated attractive cash flows. We believe these attributes allow us to deliver financial performance that is resilient across economic cycles.

As a result of our geographic and industry diversity, Veralto faces a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of high-growth markets, trends and costs associated with a global labor force, consolidation of our competitors and increasing regulation. Veralto operates in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, effectively address the demands of an increasingly regulated global environment and expand our business in high-growth geographies and high-growth market segments. We are making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources to be responsive to our customers throughout the world and improve the efficiency of our operations. We define high-growth markets as developing markets of the world which include Asia (with the exception of Japan, Australia and New Zealand), Latin America (including Mexico), the Middle East, Eastern Europe and Africa. We define developed markets as all markets of the world that are not high-growth markets.

We also believe that the Veralto Enterprise System (“VES”) provides us with a strong foundation for competitive differentiation. VES is a business management system that consists of a philosophy, processes and tools that guide what Veralto does and measure how well Veralto executes, grounded in a culture of continuous improvement. VES processes and tools are organized around the areas of Operational Excellence, Growth and Leadership, and are rooted in foundational tools known as the VES Fundamentals, which are relevant to every associate and business function. The VES Fundamentals are focused on core competencies such as using visual representations of processes to identify inefficiencies, creating standard work, defining and solving problems in a structured way, and continuously improving processes to drive long-term impact.

Veralto uses VES tools to improve our profitability and cash flows, which support our ability to expand our addressable market and improve our market position through investments in areas such as our commercial organization and research and development (“R&D”), including software and digital solutions. Our cash flows also support acquisitions to enhance our product capabilities and expansion into new and attractive markets, which we have successfully done through the acquisition of over 85 businesses over more than two decades.

Business Performance

During the three-month period ended April 3, 2026, overall revenues increased 6.7% and core sales increased 1.9% compared to the comparable period in 2025 primarily driven by core sales growth in the Water Quality segment. Currency exchange rates and acquisitions, net of divestitures increased reported sales by 3.5% and 1.3%, respectively, during the three-month period ended April 3, 2026 compared to the comparable period in 2025. For the definition of “core sales” refer to “—Results of Operations” below.

Geographically, the Company’s sales during the three-month period ended April 3, 2026 in developed markets increased year-over-year by 7.7%, driven by increased sales of 5.8% in North America, 12.3% in Western Europe, and 3.4% in other developed markets. Sales in high-growth markets increased 4.0% year-over-year. For the same period, core sales in developed markets increased 3.1% driven by increased core sales of 4.5% in North America and increased core sales of 0.6% in Western Europe. Core sales in high-growth markets decreased 0.6% driven by mid-single digit decrease in Latin America offset by low-single digit increase in China.

The Company’s net earnings for the three-month period ended April 3, 2026 totaled $254 million, compared to $225 million for the three-month period ended April 4, 2025. The increase in net earnings was primarily driven by increased sales resulting from positive pricing actions and the impact of product mix, partially offset by higher cost of sales. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the three-month period ended April 3, 2026.

Outlook

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 steady municipal demand driven by recurring revenue from a large installed base, while industrial demand is driven by regional end-market dynamics.

Product Quality & Innovation: we expect improved growth as the year progresses, driven by consumer packaged goods market globally. Performance is expected to benefit from steady recurring revenue from a large installed base, new product offerings that help our customers convey the quality and safety of their products and build trust with consumers, and recovery in certain industrial end-markets in second half of the year.

The potential effects of tariffs, prospective changes in trade policies and conflict in the Middle East 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 VES to support its customers, promote growth and drive continuous improvement.

The Company’s ability to meet its expectations are subject to numerous risks, including, but not limited to, those described in “Item 1A. Risk Factors” within the Company’s 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q.

Acquisitions

On January 22, 2026, the Company completed the acquisition of In-Situ, Inc. (“In-Situ”), for a cash purchase price of approximately $426 million, net of cash acquired. 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. In-Situ will be integrated into the Water Quality segment.

On April 7, 2026, subsequent to the completion of the quarter, the Company completed the acquisition of GlobalVision, for a cash purchase price of approximately CAD $270 million, net of cash acquired. GlobalVision leverages its core proprietary deterministic technology with AI-augmented functionality to help pharmaceutical and consumer packaged goods customers accelerate their speed to market and meet critical quality and packaging compliance regulations, verifying that packaging content remains accurate and compliant at every critical hand-off. GlobalVision will be integrated into the Product Quality & Innovation segment.

RESULTS OF OPERATIONS

Non-GAAP Measures

In this Report, references to the non-GAAP measure of core sales refer to sales from continuing operations calculated according to GAAP but excluding sales from acquired (or divested) businesses (as defined below, as applicable) and the impact of currency translation.

References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between the period-to-period change in revenue (excluding sales from acquired/divested businesses (as defined above, as applicable)) and the period-to-period change in revenue (excluding sales from acquired/divested businesses (as defined above, as applicable)) after applying current period foreign exchange rates to the prior year period.

Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales growth, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in the Company’s business and facilitating comparisons of the Company’s revenue performance with its performance in prior and future periods and to the Company’s peers. Management also uses core sales growth to measure the Company’s operating and financial performance and as one of the performance measures in the Company’s short-term incentive compensation program. The Company excludes the effect of currency translation from core sales because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers, and can also obscure underlying business trends and make comparisons of long-term performance difficult.

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.

Sales Growth and Core Sales Growth

2026 Sales Compared to 2025

Total sales increased 6.7% during the three-month period ended April 3, 2026, compared to the comparable period in 2025, primarily as a result of core sales growth driven by the factors discussed below by segment.

Currency exchange rates and acquisitions, net of divestitures, increased reported sales by 3.5% and 1.3%, respectively, during the three-month period ended April 3, 2026, compared to the comparable period in 2025. Price increases contributed 1.9% to sales growth on a year-over-year basis during the three-month period ended April 3, 2026, and are reflected as a component of core sales growth above.

Business Segments

Sales by business segment for each of the periods indicated were as follows:

For information regarding the Company’s sales by geographical region, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.

Cost of Sales and Gross Profit

Cost of sales increased by $41 million, or 7.8%, on a year-over-year basis during the three-month period ended April 3, 2026, as compared to the comparable period in 2025, driven primarily by higher year-over-year labor costs.

Gross profit margins decreased 30 basis points on a year-over-year basis during the three-month period ended April 3, 2026, as compared to the comparable period in 2025, driven by incremental year-over-year labor costs. The gross profit margin decrease was partially offset by positive pricing actions, the impact of product mix, and the net positive impact from the gross profit margin of recent acquisitions.

Operating Expenses

SG&A expenses as a percentage of sales were flat during the three-month period ended April 3, 2026, as compared to the comparable period in 2025.

R&D expenses as a percentage of sales were flat during the three-month period ended April 3, 2026, as compared to the comparable period in 2025.

Operating Profit Performance

Operating profit margins were 23.8% for the three-month period ended April 3, 2026 as compared to 24.2% for the three-month period ended April 4, 2025. The following factors impacted year-over-year operating profit margin comparisons:

First quarter 2026 vs. first quarter 2025 operating profit margin comparisons were unfavorably impacted by:

• Costs incurred in the first quarter of 2026 related to certain strategic initiatives, including transaction costs incurred related to the acquisitions of In-Situ and GlobalVision - 30 basis points

• The net dilutive impact during 2026 of acquisitions and dispositions - 10 basis points

• Acquisition-related fair value adjustment to inventory related to the acquisition of In-Situ - 10 basis points

• Higher incremental labor costs partially offset by higher first quarter 2026 sales - 10 basis points

First quarter 2026 vs. first quarter 2025 operating profit margin comparisons were favorably impacted by:

• Transaction costs incurred during the first quarter of 2025 related to certain strategic initiatives - 20 basis points

WATER QUALITY

The Company’s Water Quality segment provides proprietary precision instrumentation, consumables, software, services and advanced water treatment technologies to help measure, analyze and treat the world’s water in municipal, industrial, commercial, residential, research and natural resource applications.

Water Quality Selected Financial Data

Sales Growth and Core Sales Growth

Total Water Quality segment sales increased 10.1% year-over-year during the three-month period ended April 3, 2026, as compared to the comparable period in 2025, primarily as a result of core sales growth driven by the factors discussed below. Geographically, sales growth was driven by North America, which saw increases of 7.9%, and Western Europe, which saw increases of 20.6% for the three-month period ended April 3, 2026, compared to the comparable periods in 2025. Sales in high-growth markets increased 7.7% during the three-month period ended April 3, 2026, compared to the comparable periods in 2025.

Price increases in the segment contributed 1.8% to sales growth on a year-over-year basis during the three-month period ended April 3, 2026, and are reflected as a component of the change in core sales growth.

Core sales in the Water Quality segment increased 3.8% year-over-year during the three-month period ended April 3, 2026. Geographically, core sales growth was driven by increases of 5.8% in North America and 4.7% in Western Europe during the three-month period ended April 3, 2026 compared to the comparable period in 2025. For the same period, core sales in high-growth markets increased 0.3%, driven by increases in certain Asian markets, partially offset by mid-single digit decreases in Latin America and low-single digit decreases in China.

The increase in core sales during the three-month period ended April 3, 2026 was driven by the chemical treatment solutions business and, to a lesser extent, the analytical instrumentation business. Core sales in the chemical treatment solutions business increased 4.1% year-over-year in the three-month period ended April 3, 2026, as a result of increased core sales across most major end-markets. Core sales in the analytical instrumentation

business increased 2.6% year-over-year for the three-month period ended April 3, 2026, as a result of increased core sales across Western Europe and North America.

Operating Profit Performance

Operating profit margins were 24.0% for the three-month period ended April 3, 2026 as compared to 24.9% for the three-month period ended April 4, 2025. The following factors impacted year-over-year operating profit margin comparisons:

First quarter 2026 vs. first quarter 2025 operating profit margin comparisons were unfavorably impacted by:

• Transaction costs incurred in the first quarter of 2026 related to the acquisition of In-Situ - 40 basis points

• The net dilutive impact during 2026 of acquisitions and dispositions - 30 basis points

• Acquisition-related fair value adjustment to inventory related to the acquisition of In-Situ - 20 basis points

PRODUCT QUALITY & INNOVATION

The Company’s Product Quality & Innovation segment provides equipment, consumables, software and services for various marking and coding, traceability, printing, packaging design and quality management, packaging converting and color and appearance management applications for consumer-packaged goods and industrial products.

Product Quality & Innovation Selected Financial Data

Sales Growth and Core Sales Decline

Total Product Quality & Innovation segment sales increased 1.7% year-over-year during the three-month period ended April 3, 2026, primarily as a result of changes in core sales driven by the factors discussed below. Geographically, sales growth was driven by North America which saw increases of 0.5% and Western Europe which saw increases of 5.0% during the three-month period ended April 3, 2026, compared to the comparable period in 2025. Sales in high-growth markets increased 0.6% during the three-month period ended April 3, 2026, compared to the comparable periods in 2025.

Price increases in the segment contributed 2.0% to sales growth on a year-over-year basis during the three-month period ended April 3, 2026, and are reflected as a component of the change in core sales described below.

Core sales in the Product Quality & Innovation segment decreased 1.0% year-over-year during the three-month period ended April 3, 2026, respectively. Geographically, the change in core sales was driven by decreases of 3.2% in Western Europe partially offset by increases of 1.2% in North America during the three-month period ended

April 3, 2026 compared to the comparable period in 2025. For the same period, core sales in high-growth markets decreased 1.4%, driven by mid-single digit decrease in Latin America partially offset by high-single digit increase in China.

From a product line perspective, core sales in the marking and coding business increased 2.0% year-over-year during the three-month period ended April 3, 2026, driven by demand across most major end-markets and geographies. Core sales in the packaging and color solutions business decreased 7.5% year-over-year during the three-month period ended April 3, 2026, due to the impact of global macroeconomic conditions on certain product lines.

Operating Profit Performance

Operating profit margins were 26.3% for the three-month period ended April 3, 2026 as compared to 27.1% for the three-month period ended April 4, 2025. The following factors impacted year-over-year operating profit margin comparisons:

First quarter 2026 vs. first quarter 2025 operating profit margin comparisons were unfavorably impacted by:

• Transaction costs incurred during the first quarter of 2026 related to the acquisition of GlobalVision - 40 basis points

• Decreased core sales, along with incremental labor costs and sales and marketing growth initiatives - 60 basis points

First quarter 2026 vs. first quarter 2025 operating profit margin comparisons were favorably impacted by:

• The net impact in 2026 of acquisitions and dispositions - 20 basis points

OTHER INCOME (EXPENSE), NET

Other income (expense), net included a pre-tax gain of $7 million from the step acquisition of our previously held minority ownership interest in In-Situ during the three-month period ended April 3, 2026 and a $6 million loss on the disposition of a product line during the three-month period ended April 4, 2025.

INTEREST COSTS AND FINANCING

For a discussion of the Company’s outstanding indebtedness, refer to Note 9 to the accompanying Consolidated Condensed Financial Statements.

Net interest expense of $24 million and $27 million was recorded for the three-month periods ended April 3, 2026, and April 4, 2025, respectively, arising from our outstanding indebtedness, which was incurred in September 2023.

INCOME TAXES

General

Income tax expense and deferred tax assets and liabilities reflect management’s assessment of future taxes expected to be paid on items reflected in the Company’s Consolidated Condensed Financial Statements. The Company records the tax effect of discrete items and items that are reported net of their tax effects in the period in which they occur.

The Company’s effective tax rate can be impacted by changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of audits and examinations of previously filed tax returns (as discussed below), the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, and changes in tax laws and regulations, and legislative policy changes. For a description of the tax treatment of earnings that are planned to be reinvested indefinitely outside the United States, refer to “Liquidity and Capital Resources” below.

The following table summarizes the Company’s effective tax rate:

Year-Over-Year Changes in the Tax Provision and Effective Tax Rate

The Company operates globally, including in certain jurisdictions with higher statutory tax rates than the U.S. Therefore, based on earnings mix, the impact of operating in such jurisdictions contributes to a higher effective tax rate compared to the U.S. federal statutory tax rate.

The effective tax rate for the three-month period ended April 3, 2026 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above and the favorable impact of tax law changes under the One Big Beautiful Bill Act (“OBBBA”), partially offset by a net discrete provision of $2 million related primarily to the impact of a gain on a minority interest holding. The net discrete provision increased the effective tax rate by 0.6% for the three-month period ended April 3, 2026.

The effective tax rate for the three-month period ended April 4, 2025 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the unfavorable impact of a non-deductible loss on the sale of a product line of $2 million, and a net discrete benefit of $2 million related primarily to the impact of excess tax benefits from stock-based compensation. The net discrete items had no impact on the effective tax rate for the three-month period ended April 4, 2025.

The Company conducts business globally, requiring filing numerous consolidated and separate income tax returns in the U.S. federal and state and non-U.S. jurisdictions. The non-U.S. countries in which the Company has a significant presence include Belgium, Brazil, Canada, China, Germany, the Netherlands and the United Kingdom. Excluding these non-U.S. jurisdictions, the Company believes that a change in the statutory tax rate of any individual non-U.S. country would not have a material effect on the Company’s Consolidated Condensed Financial Statements given the geographic dispersion of the Company’s income.

The Company is routinely examined by various domestic and international taxing authorities. In connection with the Separation, the Company entered into certain agreements with Danaher, including a tax matters agreement. The tax matters agreement distinguishes between the treatment of tax matters for “Joint” filings compared to “Separate” filings prior to the Separation. “Joint” filings involve legal entities, such as those in the United States, that include operations from both Danaher and the Company. By contrast, “Separate” filings involve certain entities (primarily outside of the United States) that exclusively include either Danaher’s or the Company’s operations, respectively. In accordance with the tax matters agreement, Danaher is liable for and has indemnified the Company against all income tax liabilities involving “Joint” filings for periods prior to the Separation. The Company remains liable for certain pre-Separation income tax liabilities including those related to the Company’s “Separate” filings.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities, tax rulings and court decisions and the expiration of statutes of limitations, reserves for contingent tax liabilities are accrued or adjusted, as necessary. For a discussion of risks related to these and other tax matters, refer to “Item 1A. Risk Factors” in the 2025 Annual Report on Form 10-K.

COMPREHENSIVE INCOME

In 2026, comprehensive income decreased $64 million for the three-month period ended April 3, 2026 as compared to the comparable period in 2025, primarily driven by losses from foreign currency translation adjustments, partially offset by higher net earnings and unrealized gain on net investment hedges during the three-month period ended April 3, 2026. The Company recorded foreign currency translation losses of $47 million and an unrealized gain on net investment hedges of $12 million for the three-month period ended April 3, 2026, compared to foreign currency translation gains of $81 million, and an unrealized loss on net investment hedge of $22 million for the three-month period ended April 4, 2025. The foreign currency translation losses during the three-month period ended April 3, 2026 were driven by the strengthening of the U.S. dollar against most major foreign currencies in the period. The foreign currency translation gains during the three-month period ended April 4, 2025 were primarily driven by the weakening of the U.S. dollar against most major foreign currencies in the period. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow and other sources of liquidity will be sufficient to allow it to continue to invest in existing

businesses, consummate strategic acquisitions, make interest payments on its outstanding indebtedness, and manage its capital structure on a short and long-term basis. The Company has an upcoming debt maturity in 2026 (refer to Note 9 for additional information), and is currently evaluating various alternatives with respect to this maturity. The Company has not made a decision at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other factors. There can be no assurance that such transactions will be pursued or completed on terms acceptable to the Company.

Shelf Registration Statement

On October 24, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC (the “Shelf Registration Statement”) that registers an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, subscription rights, purchase contracts, units and warrants that may be issued in the future in one or more offerings. Unless otherwise specified in the corresponding prospectus supplement, the Company expects to use net proceeds realized from future securities issuances off the Shelf Registration Statement for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, and working capital.

Overview of Cash Flows and Liquidity

Following is an overview of the Company’s cash flows and liquidity:

• Operating cash flows increased $25 million, or 16%, during the three-month period ended April 3, 2026 as compared to the comparable period in 2025, primarily driven by higher net income, partially offset by changes in net working capital.

• Net cash used in investing activities increased $428 million for the three-month period ended April 3, 2026 as compared to the comparable period in 2025, primarily driven by cash paid for the acquisition of In-Situ during the first quarter of 2026.

• Net cash used in financing activities increased $306 million for the three-month period ended April 3, 2026 as compared to the comparable period in 2025 primarily driven by payments for share repurchases under the Company’s share repurchase program during the first quarter of 2026.

Share Repurchase Program

For information regarding the Company’s share repurchase program, refer to Part II—Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”.

Dividends

Aggregate cash payments for dividends on Company common stock during the three-month period ended April 3, 2026 were $32 million.

In the first quarter of 2026, the Company declared a regular quarterly dividend of $0.13 per share of Company common stock payable on April 30, 2026 to holders of record as of March 31, 2026.

Cash and Cash Requirements

As of April 3, 2026, the Company held approximately $1.4 billion of cash and cash equivalents that were on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less. Of the cash and cash equivalents, approximately $175 million was held within the United States and approximately $1,256 million was held outside of the United States. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.

The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s credit facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets. The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions.

Repatriation of some cash held outside the United States may be restricted by local laws. In general, repatriation of cash to the United States can be completed with no material incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. withholding taxes and U.S. state income taxes on such distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. However, the Company could make a distribution to the extent it has been previously taxed on such earnings in the United States. The potential tax implications of repatriating previously taxed earnings are driven by the facts at the time of distribution with the incremental cost to repatriate these earnings not expected to be material. As of April 3, 2026, management believes that it has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the United States.

Contractual Obligations

For a description of the Company’s debt and lease obligations, commitments, and litigation and contingencies, refer to Notes 8, 12, 15 and 16 to the audited Consolidated Financial Statements included within the 2025 Annual Report on Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the Company’s critical accounting estimates as described in the 2025 Annual Report on Form 10-K.

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Instruments and Risk Management,” within the 2025 Annual Report on Form 10-K. There were no material changes during the three-month period ended April 3, 2026 to this information as reported in the 2025 Annual Report on Form 10-K.

The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

For additional information regarding legal proceedings, refer to the section titled “Legal Proceedings” in the MD&A section of the Company’s 2025 Annual Report on Form 10-K.

There were no material changes during the quarter ended April 3, 2026 to the risk factors previously disclosed in the “Item 1A. Risk Factors” section of the 2025 Annual Report on Form 10-K, other than the new risk factor identified below.

Our restructuring activities could have adverse effects on our business.

We have implemented, and may continue to implement, significant restructuring activities across our businesses. These significant restructuring activities as well as our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets, and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs, or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any circumstances described above could adversely impact our business and financial statements.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 (the “Exchange Act”)), 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 shares repurchased under the Repurchase Program will be determined by members of the Company’s management based on its evaluation of market, business conditions, and other factors.

The following table provides details about our share repurchases, including those pursuant to a Rule 10b5-1 plan, during the fiscal quarter ended April 3, 2026:

(1) Amounts exclude excise taxes and other transaction costs

Director and Officer Trading Arrangements

On February 25, 2026, 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 under the Exchange Act to sell up to 21,292 shares of common stock, subject to certain conditions. Unless otherwise terminated pursuant to its terms, the plan will terminate on February 24, 2027, or when all of the shares under the plan are sold.

No other directors or executive officers of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Report.

Employment Agreement

On April 24, 2026, the Company amended the employment agreement with Melissa Kapity, the Company’s SVP and Chief Segment Officer, Water Quality, solely to recognize Ms. Kapity’s original service date with the Company.

2026 Restructuring Program

On April 27, 2026, the Company's Board of Directors approved and authorized management to execute a restructuring program (the “2026 Restructuring Program”) designed to simplify business processes and streamline our organization to optimize cost structure, and strengthen our competitive positioning to better serve our customers. The plan consists of (i) workforce reductions across our businesses and functions, (ii) site consolidations, and (iii) functional transformation initiatives. The 2026 Restructuring Program will impact corporate functions and both business segments and is expected to be substantially completed by the end of 2028.

The Company expects to incur total restructuring charges in connection with the 2026 Restructuring Program ranging from approximately $85 million to $105 million. The total charges will consist of approximately $75 million to $90 million related to employee severance, termination benefits, and associated costs and approximately $10 million to $15 million related to lease termination charges, contract termination charges, and asset impairment charges. Of these charges, approximately $65 million to $85 million are expected to be incurred in 2026, with the majority of the remainder expected to be incurred in 2027. The cash amount of these charges is expected to be approximately $45 million to $55 million in 2026, with $35 million to $45 million in cash charges expected to be incurred in 2027 and less than $10 million of the remaining cash charges expected to be incurred in 2028. The actual timing and costs of the 2026 Restructuring Program may differ from the Company’s current expectations and estimates, and such differences may be material. The estimated charges and the timing of such charges are based on certain assumptions, including local legal requirements and completion of consultations with works councils in various jurisdictions. We may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the 2026 Restructuring Program.

Certificate of Incorporation

On April 28, 2026, the Company filed with the Secretary of State of Delaware a Corrected Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), effective upon filing, which corrects a provision of the Certificate of Incorporation so that it accurately reflects the elimination of the supermajority voting requirements applicable to shareholders’ ability to amend, repeal or adopt any provision of the Company's Bylaws, as approved by the Company's shareholders at its 2025 annual meeting of shareholders. The foregoing description of the Certificate of Incorporation, as so corrected, is qualified in its entirety by reference to the full text of the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

(a)Exhibits:

SIGNATURES

Pursuant to the requirements 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.