Veralto (VLTO) CEO reports Form 4 tax-withholding share disposals

Rhea-AI Filing Summary

Veralto Corp President and CEO Jennifer Honeycutt reported three tax-related share dispositions of common stock on February 24, 2026. These transactions, coded "F", were for 1,420, 1,283, and 5,900 shares at $93.65 per share to satisfy tax withholding obligations.

After these non‑market transactions, she directly held 97,142 shares of Veralto common stock. The filing also notes the underlying awards originated as Danaher performance stock units that were converted into Veralto restricted stock units in connection with the Veralto spin‑off.

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^*

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)
02/24/2026

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
Common Stock	02/24/2026		F		1,420	D	$93.65	104,325	D
Common Stock	02/24/2026		F(1)		1,283(2)	D	$93.65	103,042	D
Common Stock	02/24/2026		F(1)		5,900(2)	D	$93.65	97,142	D

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

Explanation of Responses:

1. Represents performance stock units originally granted by Danaher Corporation ("Danaher") that were converted into restricted stock unit (RSU) awards of Veralto Corporation ("Veralto") in connection with the spin-off of Veralto from Danaher (the "Spin-off").

2. The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to September 29, 2023, Veralto's Compensation Committee certified that the performance-based vesting conditions applicable to the award had been satisfied. Pursuant to the time-based vesting conditions, the RSU award vested on the third anniversary of the grant date.

Remarks:

	/s/ James Tanaka, as attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Veralto (VLTO) report for CEO Jennifer Honeycutt?

Veralto reported that CEO Jennifer Honeycutt disposed of three blocks of common stock to cover tax withholding obligations. The transactions on February 24, 2026 involved 1,420, 1,283, and 5,900 shares, all coded as tax-withholding dispositions rather than open-market sales.

At what price were Jennifer Honeycutt’s Veralto (VLTO) tax-withholding shares valued?

Each of Jennifer Honeycutt’s tax-withholding share dispositions was valued at $93.65 per Veralto common share. This same price applied to the 1,420-share, 1,283-share, and 5,900-share transactions reported, reflecting how the shares were valued for satisfying tax obligations.

How many Veralto (VLTO) shares does CEO Jennifer Honeycutt hold after these transactions?

Following the reported tax-withholding dispositions, Jennifer Honeycutt directly holds 97,142 Veralto common shares. This figure comes from the final transaction line in the filing, which shows the total shares owned directly after the last February 24, 2026 tax-withholding transaction.

What does transaction code "F" mean in the Veralto (VLTO) Form 4 filing?

Transaction code “F” in this Form 4 indicates shares were used to pay an exercise price or tax liability. For Veralto, the filing specifies these were tax-withholding dispositions, meaning shares were surrendered to cover taxes rather than sold on the open market.

How are Veralto (VLTO) restricted stock units in this filing linked to Danaher?

The filing explains that certain Veralto restricted stock units came from Danaher performance stock units. These Danaher awards were converted into Veralto RSUs during the Veralto spin-off, with vesting based on both performance and time conditions certified and completed before the reported transactions.

Were Jennifer Honeycutt’s Veralto (VLTO) insider transactions open-market sales?

The reported transactions were not open-market sales. They are coded “F” and described as tax-withholding dispositions, meaning shares were delivered to satisfy tax liabilities associated with equity awards rather than sold through public market transactions.