FTV Insider Filing: Chief Legal Officer Receives EDIP Notional Shares
Rhea-AI Filing Summary
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.
Positive
- Immediate vesting for the reporting person's voluntary EDIP contributions reduces forfeiture risk and secures the executive's ownership of those notional shares
- Transparent disclosure of the notional accrual, conversion rate, and anti-dilution adjustment related to the Ralliant spin-off provides clarity for investors and regulators
Negative
- None.
Insights
TL;DR: Routine disclosure of executive notional share accruals tied to the EDIP; appears procedural and non-material to control.
The Form 4 documents a notional dividend accrual in Fortive's EDIP for the SVP Chief Legal Officer. This is a disclosure of equity-linked compensation mechanics rather than an open-market purchase or sale. The anti-dilution adjustment related to the Ralliant spin-off explains the reported common stock equivalent. From a governance perspective, the transaction follows plan terms and transparency requirements for Section 16 filers.
TL;DR: Small-scale phantom share accrual reflecting deferred compensation accounting; impacts compensation mix but not immediate cash flow.
The entry shows 15.643 phantom shares credited as notional dividend accruals at $48.53 each, converting one-to-one to common stock upon settlement. Immediate vesting of voluntary contributions reduces forfeiture risk for the officer, while employer contributions remain subject to vesting rules. This is consistent with standard executive deferred incentive structures and appears operational rather than materially dilutive.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Executive Deferred Incentive Program - Fortive Stock Fund | 15.643 | $48.53 | $759.15 |
Footnotes (1)
- The reported securities are notional dividend accruals on phantom shares in the Fortive stock fund (the "EDIP Stock Fund") under Fortive's Executive Deferred Incentive Program (the "EDIP"). The number of phantom shares accrued as a result of such notional dividend accruals is based on the closing price of the Issuer's common stock as reported on the NYSE on the date such dividend accruals are credited to the EDIP Stock Fund, which is the price shown in Table II, Column 8 above. The notional shares convert on a one-to-one basis. The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person will vest in all contributions to the EDIP Stock Fund by the Issuer as follows: 100% upon the earlier of the Reporting Person's death, or upon retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock. The total number of phantom shares reflects an anti-dilution adjustment applied as a result of the spin-off of Ralliant Corporation from the Issuer on June 28, 2025.
