Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. No matter how well designed and operated, disclosure controls and procedures can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives. Based on the foregoing, the President and Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, these disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
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Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
On November 18, 2025 , Karen Bick , the Company’s Chief People Officer , adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) (the “Bick 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The Bick 10b5-1 Plan provides for the sale of up to 21,639 shares of Ralliant common stock on behalf of Ms. Bick during the period beginning on the later of (i) March 2, 2026, and (ii) the expiration of the applicable cooling-off period under Rule 10b5-1(c), and ending November 18, 2026 , subject to earlier termination in accordance with the terms of the Bick 10b5-1 Plan and applicable laws, rules, and regulations.
During the three months ended December 31, 2025, none of the Company's other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).
Amended and Restated Ralliant Corporation Severance and Change in Control Plan for Officers
On February 20, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an amended and restated Ralliant Corporation Severance and Change in Control Plan for Officers (the “A&R Severance and CIC Plan”). The A&R Severance and CIC Plan, among other things, increases the severance multiple applied to calculate severance payments in connection with a change of control from 2.0x to 3.0x for the Chief Executive Officer and from 1.0x to 2.0x for other eligible participants and modifies the provisions related to Consolidated Omnibus Budget Reconciliation Act continuation coverage following a participant’s termination of service.
The foregoing description of the A&R Severance and CIC Plan does not purport to be complete and is qualified in its entirety by reference to the A&R Severance and CIC Plan, a copy of which is attached as Exhibit 10.22 to this Annual Report and is incorporated herein by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Board Composition, Corporate Governance, and Executive Compensation – Compensation Discussion and Analysis – Other Compensation Matters – Trading in Company Securities in the definitive proxy statement for Ralliant Corporation’s (“Ralliant,” the “Company,” or “it”) 2026 annual meeting of stockholders (the “Proxy Statement”) and to the information under the caption “Information about the Company’s Executive Officers” in Part I of this Annual Report.
Code of Ethics
The Company has adopted a code of business conduct and ethics for its directors, officers (including Ralliant’s principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Ralliant Code of Conduct. The Ralliant Code of Conduct is available in the “Governance Documents” section of the Company’s website at investors.ralliant.com.
The Company intends to disclose any amendment to the Ralliant Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Ralliant Code of Conduct granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of the Company’s other executive officers, in the “Governance Documents” section of the Company’s website, at investors.ralliant.com, within four business days following the date of such amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference from the sections entitled Executive Compensation – Compensation Discussion and Analysis, – Compensation Committee Report, – Executive Compensation Tables, – Compensation Committee Interlocks and Insider Participation, and Director Compensation in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference from the sections entitled Security Ownership of Certain Beneficial Owners and Executive Compensation – Equity Compensation Plan Information in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference from the sections entitled Board Composition – Nomination Process – Director Independence and Certain Relationships and Related Person Transactions in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference from the section entitled Ratification of the Appointment of Ernst & Young as Our Independent Auditor for the Fiscal Year Ending December 31, 2026 – Fees Paid to Independent Auditor in the Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements, including the report of independent registered public accounting firm (PCAOB ID: 42 ), are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
(2) Schedules. An index of Exhibits and Schedules is on page 116 of this report. Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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RALLIANT CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
Page Number in
Form 10-K
Schedule:
Valuation and Qualifying Accounts 120
EXHIBIT INDEX
Exhibit No. Incorporated by Reference
Description Form Exhibit Filing Date
2.1 Separation and Distribution Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 2.1 6/30/2025
3.1
Amended and Restated Certificate of Incorporation of Ralliant Corporation
8-K 3.2 6/30/2025
3.2
Amended and Restated Bylaws of Ralliant Corporation
8-K 3.3 6/30/2025
4.1*
Description of Securities
10.1 Employee Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.1 6/30/2025
10.2 Tax Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.2 6/30/2025
10.3 Transition Services Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.3 6/30/2025
10.4 Intellectual Property Matters Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.4 6/30/2025
10.5 FBS License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.5 6/30/2025
10.6 Fort Solutions License Agreement, dated June 27, 2025, by and between Ralliant Corporation and Fortive Corporation
8-K 10.6 6/30/2025
10.7†
Offer Letter, dated February 7, 2025, between Fortive Corporation and Jonathon E. Boatman
10-12B
10.12
5/5/2025
10.8†
Offer Letter, dated February 24, 2025, between Fortive Corporation and Tamara S. Newcombe
10-12B
10.13
5/5/2025
10.9†
Offer Letter, dated March 7, 2025, between Fortive Corporation and Amir Kazmi
10-12B
10.14
5/5/2025
10.10†
Offer Letter, dated March 10, 2025, between Fortive Corporation and Karen M. Bick
10-12B
10.15
5/5/2025
10.11†
Offer Letter, dated April 25, 2025, between Fortive Corporation and Neill P. Reynolds
10-12B
10.16
5/5/2025
10.12†
Ralliant Corporation 2025 Stock Incentive Plan
8-K 10.7 6/30/2025
10.13†
Ralliant Corporation Non-Employee Directors’ Deferred Compensation Plan
8-K 10.8
6/30/2025
10.14† Ralliant Corporation 2025 Executive Incentive Compensation Plan
8-K 10.9 6/30/2025
10.15†
Ralliant Corporation Executive Deferred Incentive Plan
8-K 10.11
6/30/2025
10.16† Ralliant Corporation Director Compensation Policy
8-K 10.12
6/30/2025
10.17† Ralliant Retirement Savings Plan
8-K 10.13
6/30/2025
10.18†
Form of Ralliant Corporation Non-Employee Director Restricted Stock Unit Agreement
10-Q
10.13
8/11/2025
10.19†
Form of Director and Officer Indemnification Agreement
10-Q
10.2
11/6/2025
10.20†
Form of Restricted Stock Unit Agreement
10-Q 10.3
11/6/2025
10.21†
Form of Stock Option Agreement
10-Q 10.4
11/6/2025
10.22†*
Amended and Restated Ralliant Corporation Severance and Change in Control Plan for Officers
10.23 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
10-12B/A
10.20
5/19/2025
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10.24 Amendment No. 1 to Credit Agreement, dated November 24, 2025, by and among Ralliant Corporation, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other Lenders party thereto
8-K 10.1
11/25/2025
19.1*
Ralliant Corporation Insider Trading Policy
21.1*
List of Subsidiaries
23.1*
Consent of Ernst & Young LLP
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
97.1*
Ralliant Corporation Clawback Policy
101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its 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
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* The cover page from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101
* Filed herewith.
** Furnished herewith.
† Management contracts or compensatory plans or arrangements.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RALLIANT CORPORATION
Date: February 26, 2026
By: /s/ TAMARA NEWCOMBE
Tamara Newcombe
President & Chief Executive Officer
118
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
Name, Title and Signature Date
/s/ TAMARA NEWCOMBE
February 26, 2026
Tamara Newcombe
President & Chief Executive Officer & Director
/s/ NEILL REYNOLDS
February 26, 2026
Neill Reynolds
Chief Financial Officer
/s/ TEO OSBEN
February 26, 2026
Teo Osben
Chief Accounting Officer
/s/ GANESH MOORTHY
February 26, 2026
Ganesh Moorthy
Chairman of the Board
/s/ KEVIN BRYANT
February 26, 2026
Kevin Bryant
Director
/s/ KATE MITCHELL
February 26, 2026
Kate Mitchell
Director
/s/ LUIS MÜLLER
February 26, 2026
Luis Müller
Director
/s/ ANELISE SACKS
February 26, 2026
Anelise Sacks
Director
/s/ NEIL SCHRIMSHER
February 26, 2026
Neil Schrimsher
Director
/s/ ALAN SPOON
February 26, 2026
Alan Spoon
Director
/s/ BRIAN WORRELL February 26, 2026
Brian Worrell
Director
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RALLIANT CORPORATION AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
($ in millions)
Classification Balance at
Beginning of Period Charged to
Costs &
Expenses Impact of
Currency Charged
to Other
Accounts Write Offs,
Write Downs &
Deductions Balance at
End
of Period
Year Ended December 31, 2025:
Allowances deducted from asset accounts
Allowance for credit losses $ 11.3 $ 0.9 $ 0.3 $ 0.7 $ ( 5.4 ) $ 7.8
Year Ended December 31, 2024:
Allowances deducted from asset accounts
Allowance for credit losses $ 16.3 $ 0.1 $ ( 0.3 ) $ 1.2 $ ( 6.0 ) $ 11.3
Year Ended December 31, 2023:
Allowances deducted from asset accounts
Allowance for credit losses $ 14.1 $ 3.0 $ 0.1 $ 0.4 $ ( 1.3 ) $ 16.3
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