Item 5. OTHER INFORMATION

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.