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

Corporate Governance Expert

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.

Compensation Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Underwood Peter C

(Last) (First) (Middle)

6920 SEAWAY BLVD

(Street)

EVERETT WA 98203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fortive Corp [ FTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Executive Deferred Incentive Program - Fortive Stock Fund(1)	(2)	09/26/2025		A	V	15.643		(3)	(3)	Common Stock	15.643	$48.53	12,667.96(4)	D

Explanation of Responses:

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.

2. The notional shares convert on a one-to-one basis.

3. 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.

4. 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.

Remarks:

	Daniel B. Kim, as attorney-in-fact	09/30/2025
	** Signature of Reporting Person	Date
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FAQ

What did Fortive insider Peter C. Underwood report on Form 4 (FTV)?

He reported the acquisition of 15.643 notional phantom shares in the Executive Deferred Incentive Program Stock Fund on 09/26/2025, valued at $48.53 per share.

How many common-stock equivalents are shown after the reported transaction?

The filing shows 12,667.96 common stock equivalent following an anti-dilution adjustment from the Ralliant spin-off.

Do the notional EDIP shares convert to common stock one-to-one?

Yes. The filing states the notional shares convert on a one-to-one basis to Fortive common stock.

What are the vesting terms disclosed for the EDIP Stock Fund?

Voluntary contributions vest immediately for the reporting person; employer contributions vest per the EDIP schedule, including full vesting at death or retirement after specified service/age conditions.

Was the Form 4 signed and when?

The Form 4 was signed by attorney-in-fact Daniel B. Kim on 09/30/2025.