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  4. [8-K] Veralto Corp Reports Material Event

Veralto (NYSE: VLTO) issues $725M 4.850% senior notes due 2032

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Veralto Corporation has issued $725 million aggregate principal amount of 4.850% Senior Notes due 2032 in an underwritten offering under its shelf registration. The notes pay interest semi-annually on January 15 and July 15, starting January 15, 2027, and mature on January 15, 2032.

Before December 15, 2031, Veralto may redeem the notes at the greater of 100% of principal or a make-whole amount based on the Treasury Rate plus 15 basis points. On or after that date, the notes are callable at 100% of principal. If a change of control triggering event occurs, holders can require Veralto to repurchase their notes at 101% of principal plus accrued interest.

The notes are general unsecured, unsubordinated obligations, ranking equally with other unsecured, unsubordinated debt and ahead of any subordinated debt, but behind secured debt to the extent of collateral value and structurally behind subsidiary liabilities. Veralto received net proceeds of about $718.8 million, which it intends to use for general corporate purposes, including possible debt refinancing, working capital, capital spending and other obligations.

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Insights

Veralto adds fixed-rate debt, boosting liquidity while modestly increasing leverage.

Veralto issued $725,000,000 of 4.850% Senior Notes due 2032, receiving net proceeds of about $718.8 million. This extends term funding at a fixed coupon, which can help stabilize interest expense over time.

The notes are unsecured, unsubordinated obligations and include standard investment-grade-style protections such as limitations on secured debt and sale-leasebacks, a change of control put at 101% of principal, and early redemption features including a make-whole call before December 15, 2031. Actual impact on leverage and interest coverage depends on how much of the proceeds go to refinancing existing indebtedness versus new spending.

Use of proceeds is broad—"general corporate purposes," including potential refinancing, working capital, capital expenditures and other obligations. Subsequent financial reports will show how this new debt affects Veralto’s balance sheet, maturity profile and interest expense.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $725,000,000 Aggregate principal amount of 4.850% Senior Notes due 2032
Coupon rate 4.850% Annual interest rate on Senior Notes due 2032
Net proceeds $718.8 million Net cash received after underwriting discount and expenses
Maturity date January 15, 2032 Final maturity of the Senior Notes
Par call date December 15, 2031 Date after which notes redeemable at 100% of principal
Change of control put 101% of principal Repurchase price upon change of control triggering event
Senior Notes financial
"issued $725,000,000 aggregate principal amount 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.
underwritten offering financial
"Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”)"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
Indenture regulatory
"the First Supplemental Indenture ... together with the Base Indenture, the “Indenture”"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
change of control triggering event financial
"Upon the occurrence of a change of control triggering event (as such term is defined in the Indenture)"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
Trust Indenture Act of 1939 regulatory
"Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended"
make-whole financial
"the sum of the present values of the remaining scheduled payments ... discounted ... at the Treasury Rate ... plus 15 basis points"
A make-whole provision is a clause in a loan or bond that requires the borrower to pay an extra amount when repaying the debt early, intended to compensate lenders for the interest payments they will miss. It matters to investors because it changes the effective return and liquidity of a bond—reducing the incentive for borrowers to refinance and protecting holders from losing future income, much like reimbursing the remainder of a subscription if someone cancels early.
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Understanding 8-K Material Events →
0001967680FALSE00019676802026-05-272026-05-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 8-K
______________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
May 27, 2026
______________________________________________________
Veralto_tm_small.jpg
Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
001-41770
92-1941413
(Commission File Number)
(IRS Employer Identification No.)
225 Wyman St., Suite 250
Waltham, MA 02451
781-755-3655
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
VLTO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 1, 2026, Veralto Corporation (the “Company”) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3ASR (File No. 333-282816) filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024 (the “Registration Statement”) and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering.
The Notes were issued under an indenture, dated as of June 1, 2026 (the “Base Indenture”) and the First Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee.
The Notes will mature on January 15, 2032. Interest on the Notes will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027.
Prior to December 15, 2031, (the “Par Call Date”), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such Notes to be redeemed matured on the Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Indenture) plus 15 basis points, plus accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the date of redemption.
In addition, on or after the Par Call Date, the Company will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Upon the occurrence of a change of control triggering event (as such term is defined in the Indenture) with respect to the Notes, each holder of the Notes may require the Company to repurchase some or all of its Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Notes are general unsecured, unsubordinated obligations of the Company. The Notes rank equally in right of payment with the existing and any future unsecured, unsubordinated indebtedness of the Company and rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the Notes. The Notes are also effectively subordinated in right of payment to all existing and any future secured indebtedness of the Company to the extent of value of the assets securing such indebtedness and are structurally subordinated in right of payment to all existing and any future indebtedness and any other liabilities of the Company’s subsidiaries.
The Indenture contains certain covenants that limit the ability of the Company to, among other things, (i) incur certain debt secured by liens, (ii) engage in sale and leaseback transactions and (iii) consolidate with, sell, lease, convey or otherwise transfer all or substantially all of its assets to, or merge with or into, any other person or entity.
Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency-related defaults, the Company’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes then outstanding would be immediately due and payable.
The above description of the Base Indenture and the First Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the First Supplemental Indenture. The Base Indenture is




filed as Exhibit 4.1 and the First Supplemental Indenture is filed as Exhibit 4.2 hereto. Each of the foregoing documents is incorporated herein and into the Registration Statement by reference.
In connection with the Offering, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes and certain related matters.
ITEM 8.01.
FINANCIAL STATEMENTS AND EXHIBITS.
The Notes were sold pursuant to the terms of an Underwriting Agreement, dated as of May 27, 2026 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC as representatives of the several underwriters named in Schedule I to the Underwriting Agreement.
The Company received net proceeds of approximately $718.8 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include, without limitation, refinancing of outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
Exhibit No.
Description
1.1
Underwriting Agreement, dated as of May 27, 2026, among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC and the several other underwriters named in Schedule I thereto.
4.1
Indenture, dated as of June 1, 2026, between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee.
4.2
First Supplemental Indenture, dated as of June 1, 2026, between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee.
5.1
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
23.1
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).
25.1
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, dated June 1, 2026.
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VERALTO CORPORATION
Date: June 1, 2026
By:
 /s/ James A. Tanaka
Name: James A. Tanaka
Title: Vice President, Securities & Governance and Secretary




Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did Veralto (VLTO) issue in this 8-K?

Veralto issued 4.850% Senior Notes due 2032 with a total principal amount of $725,000,000. These notes are general unsecured, unsubordinated obligations that rank equally with Veralto’s other unsecured, unsubordinated debt and ahead of any subordinated obligations.

When do Veralto’s 4.850% Senior Notes due 2032 mature?

The notes mature on January 15, 2032. Until then, Veralto will pay interest semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2027, providing investors with a regular fixed-income stream.

How much cash did Veralto (VLTO) receive from the notes offering?

Veralto received net proceeds of approximately $718.8 million from the $725,000,000 Senior Notes offering. This amount is after deducting the underwriting discount and estimated offering expenses that Veralto is responsible for paying under the underwriting agreement.

What will Veralto use the $718.8 million net proceeds for?

Veralto intends to use the net proceeds for general corporate purposes. These may include refinancing outstanding indebtedness, funding working capital, supporting capital expenditures and satisfying other corporate obligations as management determines appropriate over time.

Can Veralto redeem the 4.850% Senior Notes before maturity?

Yes. Before December 15, 2031, Veralto may redeem the notes at the greater of 100% of principal or a make-whole amount based on the Treasury Rate plus 15 basis points, plus accrued interest. On or after that date, it may redeem at 100% of principal plus accrued interest.

What protections do holders have if Veralto undergoes a change of control?

If a defined change of control triggering event occurs, each noteholder may require Veralto to repurchase some or all of their notes. The repurchase price is 101% of the aggregate principal amount being repurchased, plus any accrued and unpaid interest to the repurchase date.

How do Veralto’s new notes rank relative to other company debt?

The notes are general unsecured, unsubordinated obligations that rank equally with Veralto’s existing and future unsecured, unsubordinated indebtedness. They are senior to any subordinated debt but effectively junior to secured debt and structurally junior to liabilities of Veralto’s subsidiaries.

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