[8-K] Veralto Corp Reports Material Event

Rhea-AI Filing Summary

Veralto Corporation announced that its Board of Directors approved a new share repurchase program authorizing the buyback of up to $750 million of its common stock. Repurchases may be made from time to time on the open market, including through trading plans under Rule 10b5-1, in privately negotiated deals or by other methods, at the Company’s discretion. The program has no expiration date and will remain in place until it is suspended or terminated. The actual timing and amount of repurchases will be set by management based on market conditions, the Company’s business situation, and other factors.

Insights

Equity Capital Allocation Analyst

Veralto adds a flexible $750M share repurchase program with no end date.

Veralto Corporation has authorized a share repurchase program of up to $750,000,000 of its common stock. Buybacks can occur on the open market, via Rule 10b5-1 trading plans, or through privately negotiated transactions, giving multiple execution options.

The program has no expiration date and can be suspended or terminated at any time, which keeps decision-making with the Board and management. The timing and size of any repurchases will depend on factors such as market conditions and the Company’s business position, so actual buyback activity may vary over time.

This authorization establishes a framework for returning capital through share repurchases alongside other potential corporate uses of cash. The impact for shareholders will depend on how much of the $750,000,000 authorization is ultimately used and the prices at which shares are repurchased.

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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):

November 25, 2025

______________________________________________________

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 8.01. OTHER EVENTS

On November 25, 2025, Veralto Corporation (the “Company”) announced that its Board of Directors approved a share repurchase program authorizing the repurchase of up to $750 million of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods, at the Company’s discretion. The program does not obligate the Company to acquire any particular amount of its common stock, has no expiration date, and will continue until otherwise suspended or terminated at any time for any reason. The timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on their evaluation of market, business conditions, and other factors.

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: November 25, 2025			By:			/s/ James A. Tanaka
						Name: James A. Tanaka
						Title: Vice President, Securities & Governance and Secretary

FAQ

What did Veralto Corporation (VLTO) announce in this 8-K?

Veralto Corporation announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $750 million of its common stock.

How large is Veralto Corporation's new share repurchase authorization?

The program authorizes the repurchase of up to $750 million of Veralto Corporation's common stock.

What methods can Veralto (VLTO) use to repurchase its shares?

Veralto may repurchase shares on the open market, including through Rule 10b5-1 trading plans, in privately negotiated transactions, or by other methods at the Company’s discretion.

Does Veralto's $750 million share repurchase program have an expiration date?

No. The share repurchase program has no expiration date and will continue until it is suspended or terminated by the Company’s Board or management.

Who will decide the timing and amount of Veralto's share repurchases?

Members of Veralto’s management will determine the timing and amount of any share repurchases based on their evaluation of market conditions, business conditions, and other factors.

Is Veralto required to repurchase the full $750 million of common stock?

No. The program does not obligate Veralto to acquire any particular amount of its common stock; it only authorizes repurchases up to the stated limit.