UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: On February 17, 2022, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company’s outstanding common stock from time to time on the open market or in privately negotiated transactions.
+Added: On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock (the “General Share Repurchase Program”).
+Added: Under this program, shares may be repurchased from time to time on the open market or in privately negotiated transactions, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plans”).
On January 23, 2024 and May 27, 2025, the Company’s Board of Directors increased the number of shares authorized under the share repurchase program by an additional 11 million and 15.6 million shares, respectively.
−Removed: As of June 27, 2025, there were 19.2 million shares remaining authorized under the share repurchase program.
−Removed: There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company’s management based on market conditions and other factors.
−Removed: The repurchase program may be suspended or discontinued at any time by the Board of Directors.
−Removed: During the fiscal quarter ended June 27, 2025, the Company purchased 1.9 million shares of its common stock at an average share price of $71.15.
−Removed: The following table provides details about our share repurchases, including pursuant to a 10b5-01 plan, during the fiscal quarter ended June 27, 2025.
+Added: On May 27, 2025, in connection with the Separation, the Company’s Board of Directors adopted a separate and incremental special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which Fortive may purchase up to $550 million in Fortive’s common stock exclusively from the proceeds of the Ralliant Dividend, together with any other cash received by Fortive from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”).
+Added: Repurchases of shares of Fortive common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.
+Added: As of September 26, 2025, there were 8.3 million shares and $78.2 million remaining authorized under the General Share Repurchase Program and Special Share Repurchase Program, respectively.
+Added: There is no expiration date for these repurchase programs, and the timing and amount of repurchases under the programs are determined by the Company's management based on market conditions and other factors.
+Added: The repurchase programs may be suspended or discontinued at any time by the Board of Directors.
+Added: During the fiscal quarter ended September 26, 2025, the Company purchased 20.8 million shares of its common stock at an average share price of $47.98.
+Added: The following table provides details about our share repurchases, including those pursuant to a 10b5-01 plan, during the fiscal quarter ended September 26, 2025.
Period Total number
5 unchanged sentences
programs Maximum number
−Removed: (or approximate dollar
−Removed: value) of shares
(or units) that may yet be
purchased under the
−Removed: plans or programs
−Removed: March 29 - April 28
−Removed: — $ — N/A N/A
−Removed: April 29 - May 28
+Added: General Share Repurchase Program
+Added: Maximum approximate dollar value that may yet be
+Added: purchased under the
+Added: Special Share Repurchase Program
+Added: June 28 - July 27
— $ — — 19,220,931 $ 550,000,000
−Removed: May 29 - June 27
+Added: July 28 - August 27
13,896,944 47.96 13,896,944 15,206,469 78,204,249
+Added: August 28 - September 26
+Added: 6,948,279 48.02 6,948,279 8,258,190 78,204,249
Total 20,845,223 $ 47.98 20,845,223 8,258,190 $ 78,204,249
−Removed: Special Purpose Share Repurchase Program
−Removed: On May 27, 2025, in connection with the Separation, the Company’s Board of Directors adopted a separate special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which Fortive may purchase up to $550 million in Fortive’s common stock exclusively from the proceeds of the Ralliant Dividend, together with any other cash received by Fortive from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”).
−Removed: Repurchases of shares of Fortive common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.