Fortive Corp SEC Filings

Stacey A. Walker, SVP and Chief People Officer of Fortive Corp (FTV), reported a Section 16 Form 4 transaction showing acquisition of 15.972 notional (phantom) shares in the company’s Executive Deferred Incentive Program (EDIP) Stock Fund on 09/26/2025 at a referenced closing price of $48.53. After the accrual, the EDIP Stock Fund balance reported is 12,934.865 shares (notional). The filing explains these are dividend-based phantom share accruals that convert one-for-one into common stock upon settlement and describes vesting: voluntary contributions vest immediately, employer contributions vest on death, retirement after specified service/age conditions, or prorated after participation thresholds. The total reflect an anti-dilution adjustment tied to Fortive’s spin-off of Ralliant Corporation on June 28, 2025. The form was signed by an attorney-in-fact on 09/30/2025.

Soroye Olumide, President & CEO of Fortive Corporation (FTV), reported an acquisition of notional phantom shares in the company’s Executive Deferred Incentive Program (EDIP) Stock Fund on 09/26/2025. The filing shows an accrual of 11.75 notional shares based on the NYSE closing price of $48.53 used for the dividend accrual calculation and reports 9,511.181 common stock equivalents beneficially owned following the transaction. The notional shares convert one-to-one into common stock. Voluntary contributions to the EDIP Stock Fund vest immediately for the reporting person; employer contributions vest according to specified service and age conditions. The total notional balance includes an anti-dilution adjustment related to the June 28, 2025 spin-off of Ralliant Corporation.

Christopher M. Mulhall, Vice President and Chief Accounting Officer of Fortive Corp (FTV), reported acquisitions of notional phantom shares in the company’s Executive Deferred Incentive Program (EDIP) Stock Fund as dividend accruals. The filing shows additions of 6.604 and 1.268 phantom shares credited at a price of $48.53 per share, which convert on a one-to-one basis to common stock. The EDIP shares include immediate vesting for voluntary contributions and specified vesting for employer contributions; the total phantom share counts reflect an anti-dilution adjustment related to the Ralliant spin-off. The reporting indicates one block of shares is held directly and one block is held indirectly by spouse.

Peter C. Underwood, SVP and Chief Legal Officer of Fortive Corp (FTV), reported an acquisition on 09/26/2025 of 15.643 notional phantom shares in the Executive Deferred Incentive Program - Fortive Stock Fund. The filing values the notional accrual at $48.53 per share and shows 12,667.96 common stock equivalent following an anti-dilution adjustment related to the Ralliant Corporation spin-off on June 28, 2025. Voluntary contributions to the EDIP Stock Fund vest immediately for the reporting person; employer contributions vest under the EDIP schedule or upon certain events. The Form 4 was signed by attorney-in-fact Daniel B. Kim on 09/30/2025.

Jonathan L. Schwarz, Senior Vice President - Strategic & Corporate Development at Fortive Corp (FTV), reported an acquisition of notional phantom shares under the company's Executive Deferred Incentive Program. On 09/26/2025 he received 13.984 notional shares credited as dividend accruals to the EDIP Stock Fund at a price tied to the NYSE closing price of $48.53. After the transaction, the reporting person holds 11,325.259 notional shares in the EDIP Stock Fund. The filing explains these are phantom shares that convert one-for-one to common stock when settled and describes vesting rules for voluntary and employer contributions. An anti-dilution adjustment was applied following Fortive's spin-off of Ralliant Corporation on June 28, 2025. The form was signed by an attorney-in-fact on 09/30/2025.

Soroye Olumide, President & CEO of Fortive Corporation (FTV) reported the disposition of 13,280 shares on 08/25/2025 at a price of $48.51 per share. The filing identifies these shares as withheld for tax purposes in connection with the vesting and distribution of restricted stock units (RSUs). After this transaction the reporting person beneficially owned 139,871 shares. The filing also notes that outstanding RSUs were adjusted by an anti-dilution adjustment related to the spin-off of Ralliant Corporation, which increased the total RSUs reflected in the report. The Form 4 was signed by an attorney-in-fact on 08/26/2025.

Fortive Corp. (FTV) – Form 4 insider transaction

Chief Financial Officer Mark D. Okerstrom reported an open-market purchase of 21,300 common shares on 01-Aug-2025 at a weighted-average price of $47.03 (price range $46.66–$47.24). The transaction lifts his direct ownership to 94,622 shares.

The share count incorporates additional Restricted Stock Units received through an anti-dilution adjustment tied to Fortive’s recent spin-off of Ralliant Corporation. No derivative securities were involved, and no sales were disclosed.

The filing was submitted by a single reporting person and contains no other material events.

Fortive’s Q2-25 results show modest top-line erosion and margin compression ahead of the Precision Technologies (PT) spin. Revenue slipped 2.2% YoY to $1.52 bn as softer product sales in PT (-5%) offset stable Intelligent Operating Solutions (IOS) and Advanced Healthcare Solutions (AHS). Gross margin eased 80 bp to 59.0%, while operating margin contracted 480 bp to 14.6% on $41 m separation costs and higher SG&A. Net earnings fell 14.6% to $166.6 m; diluted EPS dropped to $0.49 (vs $0.55).

Cash strengthened but leverage ticked up. Operating cash flow of $552.9 m (-2% YoY) plus lower capex lifted cash & equivalents to $1.83 bn from $813 m at FY-24. Total debt rose to $4.81 bn (vs $3.71 bn) with $1.15 bn of new Ralliant term-loans classified as current until the 28 Jun 25 spin. Current debt therefore jumped to $1.91 bn. Net debt/EBITDA remains manageable at ~1.6× (pro-forma).

Strategic actions. On 28 Jun 25 Fortive completed the tax-free distribution of PT as Ralliant, receiving a $1.15 bn dividend which management is using to redeem €252 m of 3.7% notes, repay euro/yen term loans and fund a special share-repurchase program announced 27 May 25. Beginning Q3-25, Ralliant will be reported as discontinued operations, simplifying Fortive to IOS and AHS.

Liquidity & outlook. Undrawn $2.0 bn revolver backs commercial paper ($395 m outstanding). FX-translation gains added $178 m to AOCI. Management continues a discrete restructuring (charges: $12 m YTD) to resize post-spin cost base. No forward guidance was provided in the filing.