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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-25 · 51 added, 45 removed, 157 unchanged (38% of the section changed)

4 unchanged sentences

Financial Statements and Supplementary Data, under the headings “Report of Management on Fortive Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

The Company acquired EA Elektro-Automatik Holding GmbH (“EA”) during the year ended December 31, 2024.

The Company has not yet fully incorporated the internal controls and procedures of the EA acquisition into the Company’s internal control over financial reporting, and as such, management excluded the EA acquisition from its assessment.

The assets and revenues of the EA acquisition excluded from management’s assessment of internal controls constituted approximately 12% of the Company’s total assets as of December 31, 2024 and less than 2% of the Company’s total revenues for the year ended December 31, 2024, respectively.

There have been no changes in our internal control over financial reporting that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Compensatory Arrangements of Certain Officers

As previously announced by Fortive Corporation (the “Company”), upon consummation of the proposed spin-off (the “Proposed Spin-Off”) of Ralliant Corporation (“Ralliant”) into a separate, publicly-traded company, (i) Olumide Soroye, the Company’s current President and Chief Executive Officer of the Company’s Intelligent Operating Solutions and Advanced Healthcare Solutions segments, will be appointed as the President and Chief Executive Officer of the Company and (ii) Tamara Newcombe, the Company’s current President and Chief Executive Officer of the Company’s Precision Technologies segment, will be appointed as the President and Chief Executive Officer of Ralliant.

In connection with such anticipated appointments, the Company entered into offer letters with each of Mr.

Soroye (the “Soroye Offer Letter”) and Ms.

Newcombe (the “Newcombe Offer Letter”), in each case, dated as of February 24, 2025.

Pursuant to the Soroye Offer Letter, Mr.

Soroye will receive the following changes in his compensation:

• Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $250,000 increase from his annual base salary in 2024;

• Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 135% of his base salary, reflecting a percentage decrease from 150% of his base salary in 2024;

• A target equity award of $8.5 million for 2025, comprised of a $5.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of his target equity award level in March 2024, and a $3.0 million one-time incremental equity award to be granted by the Company at the time of the Proposed Spin-Off;

• A one-time promotional target equity award of $2.0 million granted at the time of the Proposed Spin-Off;

• Personal use of the corporate aircraft with a personal allowance of $150,000 annually.

Pursuant to the Newcombe Offer Letter, which will be assigned to Ralliant at the time of the Proposed Spin-Off, Ms.

Newcombe will receive the following changes in her compensation:

• Effective April 1, 2025, an annual base salary of $1.0 million, reflecting a $275,000 increase from her annual base salary in 2024;

• Beginning in 2025, eligibility to participate in the Company’s annual incentive compensation plan with a target bonus of 125% of her base salary, reflecting a percentage decrease from 150% of her base salary in 2024;

provided, however, that following the Proposed Spin-Off, Ms.

Newcombe’s participation in the Company’s annual incentive compensation plan will terminate and she will instead become a participant in Ralliant’s annual incentive compensation plan with an expected target bonus of 125% of her base salary, including with respect to her service for the portion of 2025 prior to the Proposed Spin-Off;

• A target equity award of $5.5 million for 2025, comprised of a $4.5 million annual target equity award to be granted by the Company in March 2025, which is a continuation of her target equity award level in March 2024, and a $1 million one-time incremental equity award to be granted by Ralliant after the Proposed Spin-Off;

• A one-time equity award of $4.125 million to be granted by Ralliant following the Proposed Spin-Off, comprised of $2.125 million one-time founder’s equity award and $2.0 million one-time equity award in recognition of the equity opportunity forgone with respect to prior Fortive equity awards in connection with the Proposed Separation.

The above description of the Newcombe Offer Letter and the Soroye Offer Letter is not complete and is qualified in its entirety by reference to the text of the offer letters, which are filed with this Annual Report on Form 10-K as Exhibits 10.21, and 10.22, respectively.

Disclosures Pursuant to Section 10(b) of the Securities Exchange Act of 1934

(a) Departure of a Director

On February 24, 2026, Eric Branderiz notified the Board of Directors (the “Board”) of the Company that he has elected not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 9, 2026, and will retire from the Board effective on the date of the Annual Meeting.

Branderiz’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with such notice of retirement, on February 25, 2026, the Board approved the reduction of the size of the Board from nine to eight directors, subject to, and concurrently with, the effectiveness of the retirement of Mr.

Branderiz from the Board on the date of the Annual Meeting.

(b) Disclosures Pursuant to Section 10(b) of the Securities Exchange Act of 1934

During the fourth quarter ended December 31, 2025, no directors or Section 16 officers adopted 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.

11 unchanged sentences

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of the Company’s insider trading policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation Tables, Pay Ratio Disclosure, Pay versus Performance Disclosure and Director Compensation in the Proxy Statement for our 2025 annual meeting (other than the Compensation Committee Report, which shall not be deemed to be “filed”).

The information required by this Item is incorporated by reference from the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation Tables, Pay Ratio Disclosure, Compensation Committee Interlocks and Insider Participation and Director Compensation in the Proxy Statement for our 2026 annual meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

23 unchanged sentences

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 30, 2025 (Commission File Number:

3.1 Restated Certificate of Incorporation of Fortive Corporation

14 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Fortive Corporation’s Current Report on Form 8-K filed on December 12, 2023 (Commission File Number:

10.3 Fortive Corporation 2016 Stock Incentive Plan, as amended and restated*

Incorporated by reference from Exhibit 10.15 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number:

10.3 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 30, 2025 (Commission File No.

10.4 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 30, 2025 (Commission File No.

10.5 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 30, 2025 (Commission File No.

10.6 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 30, 2025 (Commission File No.

10.7 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 30, 2025 (Commission File No.

10.8 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 30, 2025 (Commission File No.

10.9 Fortive Corporation Amended and Restated 2016 Stock Incentive Plan, as amended and restated *

Incorporated by reference from Exhibit 4.3 to Fortive Corporation’s Registration Statement on Form S-8, filed on October 17, 2025 (Commission File No.

10.10 Form of Fortive Corporation Performance Stock Unit Agreement*

19 unchanged sentences

2 to Fortive Corporation’s Registration Statement on Form 10, filed on April 7, 2016 (Commission File Number:

10.14 Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and James Lico*

Incorporated by reference from Exhibit 10.18 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number:

10.15 Aircraft Time Sharing Agreement, dated July 18, 2016, between Fortive Corporation and Charles McLaughlin*

Incorporated by reference from Exhibit 10.19 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File Number:

10.20 Description of C ompensation A rrangements for N on-management D irectors*

4 unchanged sentences

Incorporated by reference from Exhibit 10.2 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (Commission File Number:

10.23 Offer Letter, dated February 24, 2025, between Fortive Corporation and Olumide Soroye*

Incorporated by reference from Exhibit 10.22 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File Number:

10.24 Offer Letter, dated February 24, 2025, between Fortive Corporation and Mark Okerstrom*

Incorporated by reference from Exhibit 10.3 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025 (Commission File Number:

10.25 Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Chuck McLaughlin*

1 unchanged sentence

1 to Fortive Corporation’s Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number:

10.20 Offer of Employment Letter, dated February 1, 2016, between TGA Employment Services LLC and Stacey Walker*

Incorporated by reference from Exhibit 10.34 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number:

10.26 Offer Letter, dated February 24, 2025, between Fortive Corporation and Tamara Newcombe *

10.22 Offer Letter, dated February 24, 2025, between Fortive Corporation and Olumide Soroye* †

10.23 Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests*

Incorporated by reference from Exhibit 10.21 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024.

(Commission File No.

10.27 Offer of Employment Letter, dated November 16, 2015, between TGA Employment Services LLC and Jonathan Schwarz* †

10.28 Offer of Employment Letter, dated October 26, 2015, between TGA Employment Services LLC and Stacey Walker*

Incorporated by reference from Exhibit 10.34 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File Number:

10.29 Offer of Employ ment Letter, dated April 2, 20 16 , between TGA Employ ment Services LLC and Peter C .

Incorporated by reference from Exhibit 10.23 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number:

10.30 S eparation Agree ment, dated December 31 , 2025, between Fortive Corporation and Jonathan Schwarz* †

10.31 Form of Fortive Corporation and its Affiliated Entities Agreement Regarding Competition and Protection of Proprietary Interests* †

10.32 Fortive Corporate Executive Officer Cash Severance Policy*

Incorporated by reference from Exhibit 10.1 to Fortive Corporation’s current report on Form 8-K, filed on March 2, 2023 (Commission File No.

10.25 Aircr aft Time Sharing Agreement , dated February 23, 2025, between Fortive Corporation and Olumide Soroye * †

10.33 Aircraft Time Sharing Agreement, dated February 23, 2025, between Fortive Corporation and Olumide Soroye*

Incorporated by reference from Exhibit 10.25 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No.

10.34 Aircraft Time Sharing Agreement, dated February 27, 2025, between Fortive Corporation and Mark Okerstrom*

Incorporated by reference from Exhibit 10.5 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025 (Commission File Number:

19.1 Fortive Corporation Insider Trading Policy

Incorporated by reference from Exhibit 19.1 to Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No.

21.1 Subsidiaries of Registrant †

21 unchanged sentences

February 25, 2026 By:

/s/ OLUMIDE O.

President and Chief Executive Officer

1 unchanged sentence

Name, Title and Signature Date

SPOON February 25, 2025

/s/ SHARMISTHA DUBEY February 25, 2026

Sharmistha Dubey

Chairman of the Board

3 unchanged sentences

COMAS February 25, 2026

/s/ SHARMISTHA DUBEY February 25, 2025

Sharmistha Dubey

HAYES February 25, 2026

1 unchanged sentence

Wright Lassiter III

LICO February 25, 2025

President, Chief Executive Officer and Director

MITCHELL February 25, 2026

/s/ GREGORY MOORE

February 25, 2026

Gregory Moore

/s/ JEANNINE P.

SARGENT February 25, 2026

/s/ CHARLES E.

MCLAUGHLIN February 25, 2025

/s/ OLUMIDE O.

February 25, 2026

President, Chief Executive Officer and Director

February 25, 2026

Senior Vice President and Chief Financial Officer

22 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures