Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plans
During the second quarter ended June 27, 2025, no directors or Section 16 officers adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit
Number Description
2.1 Separation and Distribution Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
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Exhibit
Number Description
3.1 Restated Certificate of Incorporation of Fortive Corporation ( I ncorporated by reference from Exhibit 3 .1 to F ortive Corporation ’ s Quarterly R eport on Form 10-Q for the fiscal quarter ended June 28, 2024. Commi ssion File No. 1-37654) .
3.2 Amended and Restated Bylaws of Fortive Corporation ( I ncorporated by reference from Exhibit 3.1 to Fortive Corporation’s Current Report on Form 8-K, filed on November 8, 2022. Commission File No. 1-37654).
10.1 Fortive Corporation Amended and Restated 2016 Stock Plan (Incorporated by reference from Appendix B to Fortive Corporation’s Proxy Statement on Schedule 14A filed on April 21, 2025. Commission File Number: 1-37654).
10.2 Employee Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10 .1 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.3 Tax Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.4 Transition Services Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.5 Intellectual Property Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10.4 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.6 FBS License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10.5 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.7 Fort Solutions License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation (Incorporated by reference from Exhibit 10.6 to Fortive Corporation’s Current Report on Form 8-K, filed on June 10, 2025. Commission File No. 1-37654).
10.8 Credit Agreement, dated as of May 15, 2025, among Ralliant Corporation, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto (Inco rporated by reference from Exhibit 10. 1 to Fortive Corporat ion ’ s Cur rent Report on Form 8-K, filed on May 19, 2025 . Commission File No. 1-37654).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. †
101.SCH Inline XBRL Taxonomy Extension Schema Document †
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document †
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document †
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Exhibit
Number Description
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document †
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document †
104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 27, 2025, formatted in Inline XBRL and contained in Exhibit 101.
* Indicates management contract or compensatory plan, contract or arrangement.
†
Filed electronically herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FORTIVE CORPORATION:
Date: July 30, 2025 By: /s/ Mark D. Okerstrom
Mark D. Okerstrom
Senior Vice President and Chief Financial Officer
Date: July 30, 2025 By: /s/ Christopher M. Mulhall
Christopher M. Mulhall
Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.