Veralto (VLTO) CAO Bernard Skeete awarded 255 notional shares in deferred stock plan

Rhea-AI Filing Summary

Veralto Corporation’s Chief Accounting Officer, Bernard M. Skeete, reported an automatic award of derivative units tied to company stock through a deferred compensation plan. On February 5, 2026, his account received 255 notional shares under the Veralto Excess Contribution Program – Veralto Stock Fund at a price of $0 per unit.

These notional shares represent the Company’s annual contribution, including ECP match and nonelective contributions, and are deemed invested in Veralto common stock as of February 2, 2026. They convert into common shares on a one-for-one basis, bringing his total beneficial holdings in this plan-related derivative position to 420 notional shares, subject to vesting and distribution rules in Veralto’s deferred compensation program.

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

OMB APPROVAL

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Skeete Bernard M

(Last) (First) (Middle)

C/O VERALTO CORPORATION

225 WYMAN STREET, SUITE 250

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veralto Corp [ VLTO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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
Veralto Excess Contribution Program - Veralto Stock Fund(1)	(2)	02/05/2026		A		255(3)		(4)	(4)	Common Stock	255(1)	$0	420(1)	D

Explanation of Responses:

1. Represents the annual contribution by Veralto Corporation (the "Company" or "Veralto") to the Veralto stock fund in the reporting person's account under one or more of the plans that form part of Veralto's deferred compensation program and effectuated on February 5, 2026 by the plan administrator. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Veralto common stock as of February 2, 2026

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

3. The acquired shares account for ECP Match Contribution and ECP Nonelective Contribution.

4. The vesting terms and manner and form of the distribution of amounts contributed or deferred under the program are based upon provisions of the Company's deferred compensation program, which provisions are summarized in the Company's annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Remarks:

	/s/ James Tanaka, as attorney-in-fact	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Veralto (VLTO) report for Bernard Skeete?

Veralto reported that Chief Accounting Officer Bernard M. Skeete received 255 notional shares on February 5, 2026 through the Veralto Excess Contribution Program, an element of the company’s deferred compensation plan, bringing his total related notional holdings in this program-linked derivative position to 420 shares.

Is the Veralto (VLTO) Form 4 transaction a stock purchase or a compensation grant?

The Form 4 reflects a compensation-related grant, not an open market purchase. It is the company’s annual contribution to Skeete’s deferred compensation account, credited as 255 unfunded notional shares that track Veralto common stock and convert one-for-one into shares under plan terms.

What is the Veralto Excess Contribution Program - Veralto Stock Fund?

The Veralto Excess Contribution Program – Veralto Stock Fund is part of Veralto’s deferred compensation program. Company contributions are deemed invested in unfunded, notional Veralto common shares, which later convert one-for-one into common stock, with vesting and distributions governed by the program’s detailed plan provisions.

At what price were the Veralto deferred compensation notional shares credited?

The 255 derivative units were credited at a price of $0 per unit. This reflects that they are compensation-based notional shares contributed by Veralto, rather than shares purchased by the executive in the open market for cash consideration.

How many Veralto-related derivative notional shares does Bernard Skeete now hold?

Following the February 5, 2026 transaction, Bernard M. Skeete beneficially owns 420 derivative notional shares in the Veralto Excess Contribution Program – Veralto Stock Fund. These units are designed to convert into the same number of Veralto common shares, subject to the deferred compensation plan’s vesting and distribution rules.