Veralto (VLTO) CEO Honeycutt Executes 10,646-Share Option Exercise and Sale

Rhea-AI Filing Summary

Jennifer Honeycutt, President, CEO and Director of Veralto Corporation (VLTO), reported option exercise and share sale transactions dated 08/29/2025. She exercised 10,646 fully vested employee stock options at an exercise price of $28.76 per share under a Rule 10b5-1 plan adopted May 28, 2025, resulting in 10,646 shares issued. The same 10,646 shares were sold the same day at $106.26 per share. After these transactions she beneficially owned 116,865 shares following the exercise and 106,219 shares following the sale. The options have an exercise window exercisable through 02/24/2027. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/02/2025.

Positive

• Transaction conducted under a disclosed Rule 10b5-1 plan, indicating pre-established trading intent
• Options were fully vested, simplifying the exercise and avoiding special vesting contingencies
• Filing includes precise post-transaction ownership, supporting transparency for investors

Negative

• Insider sale of 10,646 shares reduced the CEO's beneficial ownership from 116,865 to 106,219 shares
• Immediate sale after exercise realizes insider gains, which some investors may interpret as liquidity-taking

Insights

Financial Analyst

TL;DR: CEO exercised vested options and immediately sold the resulting shares under a pre-established 10b5-1 plan, crystallizing a large gain.

The filing shows a routine exercise-and-sell executed under a Rule 10b5-1 plan adopted May 28, 2025. The exercise price of $28.76 versus sale price of $106.26 indicates a material per-share gain for the reporting person, but the filing does not provide company-level impact such as dilution metrics or proceeds use. For investors, this is a transparent disclosure of insider liquidity rather than an operational signal; the transactions reduced insider share count by 10,646 shares from the post-exercise balance.

Corporate Governance Expert

TL;DR: The trade followed a documented 10b5-1 plan and involved fully vested options, consistent with standard insider trading controls.

The report documents compliance with trading-plan protocols and shows that options were fully vested and exercised into common stock then sold the same day. This suggests pre-planned insider liquidity rather than opportunistic trading. The filing includes required details: transaction date, prices, resulting beneficial ownership and option expiration date, supporting transparency and governance practices.

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)
08/29/2025

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	08/29/2025		M		10,646(1)	A	$28.76	116,865	D
Common Stock	08/29/2025		S		10,646(1)	D	$106.26	106,219	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
Employee Stock Option (Right to Buy)	$28.76	08/29/2025		M			10,646(1)	(2)	02/24/2027	Common Stock	10,646	$0	21,292	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the person on May 28, 2025.

2. Represent stock options that are fully vested.

Remarks:

	/s/ James Tanaka, as attorney-in-fact	09/02/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

She reported exercising 10,646 fully vested employee stock options at $28.76 per share on 08/29/2025 and selling the resulting 10,646 shares the same day at $106.26 per share.

Was the transaction part of a pre-approved trading plan for VLTO insider trades?

Yes. The filing states the transactions were effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted May 28, 2025.

How many Veralto shares did the reporting person own after the transactions?

The Form 4 shows 116,865 shares beneficially owned after the exercise and 106,219 shares after the sale.

Are the exercised options still exercisable and when do they expire?

The reported employee stock options are fully vested and are exercisable with an expiration date of 02/24/2027.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by James Tanaka as attorney-in-fact on 09/02/2025.