Veralto Announces Pricing of Senior Notes Offering

Rhea-AI Summary

Veralto (NYSE: VLTO) priced a $725 million offering of 4.850% senior notes due 2032, issued at 99.996% of principal. Closing is expected around June 1, 2026, subject to customary conditions.

Estimated net proceeds are $720.6 million, intended for general corporate purposes, including possible debt refinancing, working capital and capital spending.

AI-generated analysis. Not financial advice.

Positive

• Raises an estimated $720.6 million in net proceeds before expenses
• Locks in a fixed 4.850% coupon on senior notes maturing in 2032
• Provides flexibility for debt refinancing, working capital and capital expenditures

Negative

• Increases total debt by issuing $725 million in senior notes
• Commits Veralto to ongoing interest payments at 4.850% until 2032
• Net proceeds are slightly below face value due to underwriting discount and expenses

Key Figures

Senior notes amount: $725,000,000 Coupon rate: 4.850% Offering price: 99.996% +5 more

8 metrics

Senior notes amount $725,000,000 Principal amount of 4.850% senior notes due 2032

Coupon rate 4.850% Interest rate on senior notes due 2032

Offering price 99.996% Price as percentage of principal amount

Estimated net proceeds $720.6 million Net of underwriting discount, before offering expenses

Maturity year 2032 Stated maturity of the senior notes

Expected closing date June 1, 2026 Expected closing of the senior notes offering

Form S-3ASR filing date October 24, 2024 Effective automatic shelf registration used for the offering

Current share price $84.46 Price before the senior notes offering announcement

Market Reality Check

Price: $86.05 Vol: Volume 2,608,884 is 1.18x...

normal vol

$86.05 Last Close

Volume Volume 2,608,884 is 1.18x the 20-day average of 2,205,755 ahead of the notes pricing. normal

Technical Shares at $84.46 are trading below the 200-day MA ($97.89) and sit near the 52-week low ($84.45), about 23.29% below the $110.11 52-week high.

Peers on Argus

VLTO slipped 0.86% while peers were mixed: FSS up 0.43%, PCT up 2.72%, ARQ up 9....

VLTO slipped 0.86% while peers were mixed: FSS up 0.43%, PCT up 2.72%, ARQ up 9.59%, but ZWS down 0.49% and CECO down 4.2%, pointing to a stock-specific reaction to the notes offering rather than a broad sector move.

Common Catalyst Same-day peer headlines center on management and executive changes, not debt offerings, underscoring the company-specific nature of Veralto’s senior notes pricing.

Historical Context

5 past events · Latest: May 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 14	Quarterly dividend	Positive	-0.7%	Board approved a $0.13 per share quarterly cash dividend.
Apr 28	Earnings results	Positive	+4.5%	Q1 2026 beat with higher sales, EPS and raised full-year guidance.
Apr 14	Earnings call setup	Neutral	+1.7%	Scheduled and detailed logistics for upcoming Q1 2026 earnings call.
Mar 31	Acquisition & buybacks	Positive	+2.8%	Announced GlobalVision acquisition and ~$300M of Q1 2026 share repurchases.
Mar 4	Quarterly dividend	Positive	-1.0%	Declared a $0.13 per share dividend with set record and pay dates.

Pattern Detected

Positive earnings, acquisitions and buybacks have generally coincided with gains, while dividend announcements have seen modest next-day declines, indicating mixed reactions to capital allocation news.

Recent Company History

Over the last few months, Veralto has reported stronger Q1 2026 results on Apr 28 with raised EPS guidance and saw a 4.52% gain. Earlier, an acquisition of GlobalVision and completion of $300 million in share repurchases on Mar 31 coincided with a 2.8% rise. Two separate dividend declarations at $0.13 per share in March and May 2026 were followed by modest declines. Today’s senior notes offering fits into an ongoing theme of active balance sheet and capital allocation management.

Market Pulse Summary

This announcement details Veralto’s issuance of $725,000,000 of 4.850% senior notes due 2032, with e...

Analysis

This announcement details Veralto’s issuance of $725,000,000 of 4.850% senior notes due 2032, with expected net proceeds of about $720.6 million for general corporate purposes, including potential refinancing and capital spending. It follows a period of acquisitions, buybacks and dividend declarations highlighted in recent filings and news. Investors may watch how the added debt interacts with ongoing growth investments, margin initiatives, and the company’s ability to sustain prior guidance and cash generation levels.

Key Terms

senior notes, underwriting discount, registration statement, form s-3asr, +4 more

8 terms

senior notes financial

"it has priced an offering of $725,000,000 of 4.850% senior notes due 2032"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

underwriting discount financial

"approximately $720.6 million, after deducting the underwriting discount but before"

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

registration statement regulatory

"The Offering is being made pursuant to an effective registration statement on Form S-3ASR"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form s-3asr regulatory

"registration statement on Form S-3ASR (File No. 333-282816) filed by Veralto"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"only by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

issuer free writing prospectus regulatory

"A preliminary prospectus supplement and an issuer free writing prospectus have been filed"

An issuer free writing prospectus is any written communication produced by a company that supplements the formal securities prospectus when offering stock or bonds, but is not part of the long statutory prospectus document. Investors should care because these shorter, flexible documents—like a quick brochure or slide deck—can highlight key facts or updates that affect valuation or risk, so they can influence buying decisions and must be reviewed alongside the formal prospectus for a complete picture.

edgar regulatory

"These documents are available at no charge by visiting EDGAR on the SEC website"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

offering price financial

"senior notes due 2032 ... at an offering price of 99.996% of the principal amount"

Offering price is the set price at which a company sells new shares or bonds to investors during a public or private sale. It matters to investors because it determines how much capital the issuer raises, how much ownership existing holders may lose, and the immediate value new investors pay—similar to a house’s listing price, which affects who buys it and how much the seller receives.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., May 27, 2026 /PRNewswire/ -- Veralto Corporation (NYSE: VLTO) ("Veralto") announced today that it has priced an offering of $725,000,000 of 4.850% senior notes due 2032 (the "notes") at an offering price of 99.996% of the principal amount (the "Offering").

The Offering is expected to close on or about June 1, 2026, subject to the satisfaction of customary closing conditions. The notes will pay interest on a semi-annual basis.

Veralto estimates that the net proceeds from the sale of the notes in the Offering will be approximately $720.6 million, after deducting the underwriting discount but before deducting estimated offering expenses payable by Veralto. Veralto intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include, without limitation, refinancing of outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations.

The joint book-running managers for the Offering are BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC.

The Offering is being made pursuant to an effective registration statement on Form S-3ASR (File No. 333-282816) filed by Veralto with the U.S. Securities and Exchange Commission (the "SEC") on October 24, 2024 and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and an issuer free writing prospectus have been filed, and a prospectus supplement relating to the Offering will be filed, with the SEC, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and accompanying prospectus forming a part of that registration statement and the other documents that Veralto has filed with the SEC for more complete information about Veralto and the Offering. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Veralto, the underwriters or any dealer participating in the Offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or J.P. Morgan Securities LLC collect at 1-212-834-4533.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Veralto

Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Veralto's industry-leading companies with globally recognized brands help billions of people around the world access clean water, safe food and trusted essential goods. Headquartered in Waltham, Massachusetts, Veralto's global team of approximately 17,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about timing and completion of the Offering and Veralto's intended use of proceeds therefrom. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including risks and uncertainties relating to capital markets conditions and completion of the Offering. Additional important factors and information regarding Veralto's business that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the "Risk Factors" section of the prospectus and the preliminary prospectus supplement related to the Offering and in Veralto's SEC filings, including the "Risk Factors" sections of Veralto's 2025 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2026 and the other documents incorporated by reference into the prospectus and prospectus supplement, which are on file with the SEC and available in the "Investors" section of Veralto's website under the heading "SEC Filings & Financial Reports." While Veralto may elect to update forward-looking statements at some point in the future, Veralto specifically disclaims any obligation to do so, even if circumstances change and, therefore, you should not rely on these forward-looking statements as representing Veralto's views as of any date subsequent to today.

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SOURCE Veralto

FAQ

What are the key terms of Veralto (NYSE: VLTO) 4.850% senior notes due 2032?

Veralto is issuing $725 million of 4.850% senior notes due 2032, priced at 99.996% of principal. According to Veralto, the notes are senior unsecured obligations and will pay interest on a semi-annual basis through maturity in 2032.

How much will Veralto raise in net proceeds from its 2026 senior notes offering (VLTO)?

Veralto estimates net proceeds of about $720.6 million from the 4.850% senior notes offering. According to Veralto, this figure is after underwriting discounts but before estimated offering expenses, so final net cash received may be slightly lower.

How will Veralto use the $720.6 million net proceeds from its 4.850% senior notes (VLTO)?

Veralto plans to use net proceeds for general corporate purposes, which may include refinancing existing debt. According to Veralto, funds could also support working capital, capital expenditures and the satisfaction of other corporate obligations, providing broad financial flexibility.

When is the expected closing date for Veralto’s $725 million senior notes offering?

The 4.850% senior notes offering is expected to close on or about June 1, 2026. According to Veralto, completion remains subject to the satisfaction of customary closing conditions typical for registered senior debt offerings.

How often will Veralto pay interest on its 4.850% senior notes due 2032?

Interest on Veralto’s 4.850% senior notes due 2032 will be paid on a semi-annual basis. According to Veralto, investors will receive two interest payments each year at the stated 4.850% coupon rate over the life of the notes.

Is Veralto’s 2026 $725 million senior notes offering conducted under an SEC shelf registration?

Yes. The senior notes are offered under an effective Form S-3ASR shelf registration filed on October 24, 2024. According to Veralto, the transaction uses a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission.