Veralto (VLTO) CFO receives 969 notional stock units in 2026 grant

Rhea-AI Filing Summary

Veralto Corporation reported that SVP and Chief Financial Officer Sameer Ralhan received an annual contribution under the Veralto Excess Contribution Program – Veralto Stock Fund. On February 5, 2026, his account was credited with 969 derivative units at $0 per unit, reflecting company contributions.

These units represent unfunded, notional shares of Veralto common stock deemed invested as of February 2, 2026, and convert on a one-for-one basis into common stock. After this transaction, Ralhan directly held 1,875 notional units under the program, which include matching and nonelective contributions subject to the program’s vesting and distribution terms.

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).

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^*

Ralhan Sameer

(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)
	SVP, Chief Financial 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		969(3)		(4)	(4)	Common Stock	969(1)	$0	1,875(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Veralto (VLTO) disclose for Sameer Ralhan?

Veralto disclosed that SVP and CFO Sameer Ralhan received 969 derivative units under the Veralto Excess Contribution Program on February 5, 2026. These represent company contributions credited at $0 per unit into a notional Veralto stock fund in his deferred compensation account.

How many Veralto notional units does the CFO hold after this Form 4 filing?

After the reported transaction, CFO Sameer Ralhan beneficially owns 1,875 derivative units tied to Veralto common stock in the Excess Contribution Program. This total includes the newly credited 969 units as part of his deferred compensation plan under Veralto’s programs.

What is the nature of the 969 units granted to Veralto (VLTO) CFO Sameer Ralhan?

The 969 units are unfunded, notional shares in the Veralto Excess Contribution Program – Veralto Stock Fund, representing the company’s annual contribution. They are deemed invested in Veralto common stock and convert on a one-for-one basis into shares under the deferred compensation program’s terms.

Did Veralto (VLTO) CFO pay anything for the 969 derivative units reported?

No, the 969 derivative units were credited at a price of $0 per unit as part of Veralto’s annual company contribution. They arise from ECP matching and nonelective contributions, reflecting compensation rather than an open-market purchase by the CFO.

How do the Veralto Excess Contribution Program units convert into common stock?

The notional units in the Veralto Excess Contribution Program convert into Veralto common stock on a one-for-one basis, according to the filing. Vesting, distribution timing, and form of payment follow the company’s deferred compensation program summarized in its annual proxy statement.

What contributions are included in the 969 units granted to Veralto’s CFO?

The 969 acquired units reflect both ECP Match Contribution and ECP Nonelective Contribution credited to the CFO’s account. These company contributions are part of Veralto’s deferred compensation program and are deemed invested in notional Veralto common shares as of February 2, 2026.