Veralto (NYSE: VLTO) CEO granted 2,766 notional shares in deferred plan

Rhea-AI Filing Summary

Veralto Corp President and CEO Jennifer Honeycutt reported receiving 2,766 notional shares linked to Veralto common stock through the company’s Executive Deferred Incentive Program on February 5, 2026. These notional shares represent the company’s annual contribution to her deferred compensation account and convert to common stock on a one-for-one basis under plan terms.

Following this contribution, Honeycutt beneficially owns 52,205 derivative securities tied to Veralto common stock in this deferred incentive program, held as direct ownership within her account.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Honeycutt Jennifer

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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
Executive Deferred Incentive Program (Veralto Stock Fund)(1)	(2)	02/05/2026		A		2,766		(3)	(3)	Common Stock(1)	2,766	$0	52,205	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 February5, 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. Amounts reflect rounding to the nearest whole shares.

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

3. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Veralto (VLTO) CEO Jennifer Honeycutt report on this Form 4?

Jennifer Honeycutt reported receiving 2,766 notional shares tied to Veralto common stock through the Executive Deferred Incentive Program. This reflects Veralto’s annual contribution to her deferred compensation account, rather than an open-market purchase or sale of stock by her.

How many notional shares did the Veralto (VLTO) CEO receive in the deferred program?

She received 2,766 notional shares credited on February 5, 2026. These units are deemed invested in Veralto common stock as of February 2, 2026, and are based on the company’s annual contribution under its deferred compensation program.

What is the total number of Veralto (VLTO) derivative units CEO Honeycutt now holds?

After this transaction, Jennifer Honeycutt beneficially owns 52,205 derivative securities under the Executive Deferred Incentive Program. These represent notional interests tied to Veralto common stock, held directly in her deferred compensation account rather than as regular, currently-settled common shares.

Was there any purchase price for the Veralto (VLTO) CEO’s new notional shares?

The transaction was recorded at a price of $0.00 per unit because it reflects Veralto’s annual contribution, not a cash purchase by Jennifer Honeycutt. The company funds these notional units as part of its executive deferred compensation arrangements.

How do the Veralto (VLTO) notional shares in the deferred program convert to common stock?

The notional shares convert to Veralto common stock on a one-for-one basis under the program. Vesting, timing, and distribution of these amounts follow the company’s deferred compensation plan provisions described in Veralto’s annual meeting proxy statement.

Is this Veralto (VLTO) Form 4 a routine compensation event or a market trade?

This Form 4 reflects a routine compensation-related contribution, not an open-market trade. Veralto made its annual contribution into Jennifer Honeycutt’s deferred compensation account, credited as 2,766 notional shares tied to Veralto common stock under the Executive Deferred Incentive Program.