Fortive Corp S-3ASR, filed Jul 20, 2026

Fortive Corp (FTV)

S-3ASR 2026-07-20

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Added on October 20, 2026

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					1
	INCORPORATION BY REFERENCE					1
	FORWARD-LOOKING STATEMENTS					3
	FORTIVE CORPORATION					3
	USE OF PROCEEDS					4
	DESCRIPTION OF CAPITAL STOCK					4
	DESCRIPTION OF DEBT SECURITIES					11
	DESCRIPTION OF DEPOSITARY SHARES					15
	DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS					18
	DESCRIPTION OF WARRANTS					18
	DESCRIPTION OF SUBSCRIPTION RIGHTS					19
	FORMS OF SECURITIES					20
	PLAN OF DISTRIBUTION					22
	LEGAL MATTERS					24
	EXPERTS					24

SEC registration fee	$	(1)
Printing and engraving		(2)
Accounting services		(2)
Legal fees of registrant’s counsel		(2)
Transfer agent’s and depositary’s fees and expenses		(2)
Trustee’s fees and expenses		(2)
Miscellaneous		(2)
Total	$	(2)

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement
	4.1			Restated Certificate of Incorporation of Fortive Corporation (incorporated by reference to Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2024 (Commission File No. 1-37654))
	4.2			Amended and Restated Bylaws of Fortive Corporation (incorporated 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))
	4.3*			Specimen Stock Certificate evidencing the shares of common stock
	4.4			Form of Senior Indenture
	4.5			Form of Subordinated Indenture (incorporated by reference from Exhibit 4.5 to Fortive Corporation’s Registration Statement on Form S-3 filed on June 12, 2017 (Commission File Number: 333-218676))
	4.6*			Form of Senior Note
	4.7*			Form of Subordinated Note
	4.8*			Form of Deposit Agreement
	4.9*			Form of Warrant Agreement
	4.10*			Form of Purchase Contract Agreement
	4.11*			Form of Unit Agreement
	4.12*			Form of Subscription Rights Agreement
	5.1			Opinion of Daniel B. Kim, Vice President, Associate General Counsel and Secretary
	23.1			Consent of Ernst & Young LLP, independent registered public accounting firm
	23.2			Consent of Daniel B. Kim, Vice President, Associate General Counsel and Secretary (included in Exhibit 5.1)
	24.1			Powers of Attorney (included in the signature pages to the Registration Statement)
	25.1**			The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
	25.2**			The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture
	107			Filing Fee Table

Signature	Title	Date
/s/ Olumide Soroye Olumide Soroye	President, Chief Executive Officer and Director (Principal Executive Officer)	July 20, 2026
/s/ Mark Okerstrom Mark Okerstrom	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	July 20, 2026
/s/ Christopher M. Mulhall Christopher M. Mulhall	Chief Accounting Officer (Principal Accounting Officer)	July 20, 2026
/s/ Sharmistha Dubey Sharmistha Dubey	Chairman of the Board of Directors and Director	July 20, 2026
/s/ Daniel L. Comas Daniel L. Comas	Director	July 20, 2026
/s/ Rejji P. Hayes Rejji P. Hayes	Director	July 20, 2026
/s/ Wright Lassiter III Wright Lassiter III	Director	July 20, 2026
/s/ Kate D. Mitchell Kate D. Mitchell	Director	July 20, 2026
/s/ Gregory Moore, M.D., Ph.D Gregory Moore, M.D., Ph.D.	Director	July 20, 2026
/s/ Jeannine P. Sargent Jeannine P. Sargent	Director	July 20, 2026

Section of Trust Indenture Act of 1939, as amended	Section of Indenture
310(a)	6.09
310(b)	6.08
	6.10
310(c)	Inapplicable
311(a)	6.13
311(b)	6.13
311(c)	Inapplicable
312(a)	4.01
	4.04
312(b)	4.04(c)
312(c)	4.04(c)
313(a)	4.03
313(b)	4.03
313(c)	4.03
313(d)	4.03
314(a)	4.02
314(b)	Inapplicable
314(c)	2.04
	8.04
	9.01(c)
	10.01(b)
	11.05
314(d)	Inapplicable
314(e)	11.05
314(f)	Inapplicable
315(a)	6.01
	6.02
315(b)	5.11
315(c)	6.01
315(d)	6.01
	6.02
315(e)	5.12
316(a)	5.09
	5.10
	7.04
316(b)	5.06
	5.10
316(c)	7.02
317(a)	5.04
317(b)	3.04
318(a)	11.07

ARTICLE 1      DEFINITIONS		4

Section 1.01	Certain Terms Defined	4
Section 1.02	Rules of Construction	11

ARTICLE 2      SECURITIES		12

Section 2.01	Forms Generally	12
Section 2.02	Form of Trustee’s Certificate of Authentication	12
Section 2.03	Amount Unlimited; Issuable in Series	12
Section 2.04	Authentication and Delivery of Securities	15
Section 2.05	Execution of Securities	16
Section 2.06	Certificate of Authentication	16
Section 2.07	Denomination and Date of Securities; Payments of Interest	16
Section 2.08	Registration, Transfer and Exchange	17
Section 2.09	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	19
Section 2.10	Cancellation of Securities; Destruction Thereof	20
Section 2.11	Temporary Securities	20

ARTICLE 3      COVENANTS OF THE ISSUER		21

Section 3.01	Payment of Principal and Interest	21
Section 3.02	Offices for Payments, Etc.	21
Section 3.03	Appointment to Fill a Vacancy in Office of Trustee	22
Section 3.04	Paying Agents	22
Section 3.05	Written Statement to Trustee	23
Section 3.06	Limitation on Secured Debt	23
Section 3.07	Limitation on Sale and Leaseback Transactions	24
Section 3.08	Exempted Indebtedness	24
Section 3.09	Classification	25

ARTICLE 4      SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE		25

Section 4.01	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	25
Section 4.02	Reports by the Issuer	25
Section 4.03	Reports by the Trustee	26
Section 4.04	Preservation of Information; Communication with Securityholders	26

ARTICLE 5      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		26

Section 5.01	Event of Default Defined; Acceleration of Maturity; Waiver of Default	26

Section 5.02	Collection of Debt by Trustee; Trustee May Prove Debt	29
Section 5.03	Application of Proceeds	31
Section 5.04	Suits for Enforcement	32
Section 5.05	Restoration of Rights on Abandonment of Proceedings	32
Section 5.06	Limitations on Suits by Securityholders	32
Section 5.07	Unconditional Right of Securityholders to Institute Certain Suits	32
Section 5.08	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	33
Section 5.09	Control by Holders of Securities	33
Section 5.10	Waiver of Past Defaults	34
Section 5.11	Trustee to Give Notice of Default	34
Section 5.12	Right of Court to Require Filing of Undertaking to Pay Costs	34

ARTICLE 6      CONCERNING THE TRUSTEE		35

Section 6.01	Duties and Responsibilities of the Trustee; During Default; Prior to Default	35
Section 6.02	Certain Rights of the Trustee	35
Section 6.03	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	37
Section 6.04	Trustee and Agents May Hold Securities; Collections, Etc.	37
Section 6.05	Moneys Held by Trustee	37
Section 6.06	Compensation and Indemnification of Trustee and Its Prior Claim	37
Section 6.07	Right of Trustee to Rely on Officer’s Certificate, Etc.	38
Section 6.08	Disqualification; Conflicting Interests	38
Section 6.09	Persons Eligible for Appointment as Trustee	38
Section 6.10	Resignation and Removal; Appointment of Successor Trustee	38
Section 6.11	Acceptance of Appointment by Successor Trustee	40
Section 6.12	Merger, Conversion, Consolidation or Succession to Business of Trustee	40
Section 6.13	Preferential Collection of Claims Against the Issuer	41

ARTICLE 7      CONCERNING THE SECURITYHOLDERS		41

Section 7.01	Evidence of Action Taken by Securityholders	41
Section 7.02	Proof of Execution of Instruments and of Holding of Securities	41
Section 7.03	Holders to Be Treated as Owners	42
Section 7.04	Securities Owned by Issuer Deemed Not Outstanding	42
Section 7.05	Right of Revocation of Action Taken	42

ARTICLE 8      SUPPLEMENTAL INDENTURES		43

Section 8.01	Supplemental Indentures Without Consent of Securityholders	43
Section 8.02	Supplemental Indentures With Consent of Securityholders	44
Section 8.03	Effect of Supplemental Indenture	45
Section 8.04	Documents to Be Given to Trustee	46
Section 8.05	Notation on Securities in Respect of Supplemental Indentures	46

ARTICLE 9      CONSOLIDATION, MERGER, SALE OR CONVEYANCE		46

Section 9.01	Issuer May Consolidate, Etc., on Certain Terms	46
Section 9.02	Successor Issuer Substituted	47

ARTICLE 10    SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS		47

Section 10.01	Satisfaction and Discharge of Indenture; Defeasance	47
Section 10.02	Application by Trustee of Funds Deposited for Payment of Securities	51
Section 10.03	Repayment of Moneys Held by Paying Agent	51
Section 10.04	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	51
Section 10.05	Indemnity for U.S. Government Obligations and Foreign Government Obligations	52

ARTICLE 11    MISCELLANEOUS PROVISIONS		52

Section 11.01	No Recourse	52
Section 11.02	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	52
Section 11.03	Successors and Assigns of Issuer Bound by Indenture	52
Section 11.04	Notices and Demands on Issuer, Trustee and Holders of Securities	53
Section 11.05	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	53
Section 11.06	Payments Due on Saturdays, Sundays and Holidays	54
Section 11.07	Conflict of Any Provision of Indenture With Trust Indenture Act of 1939	55
Section 11.08	New York Law to Govern	55
Section 11.09	Force Majeure	55
Section 11.10	Counterparts	55
Section 11.11	Effect of Headings	55
Section 11.12	Actions by Successor	55
Section 11.13	Severability	55

ARTICLE 12    REDEMPTION OF SECURITIES AND SINKING FUNDS		56

Section 12.01	Applicability of Article	56
Section 12.02	Notice of Redemption; Partial Redemptions	56
Section 12.03	Payment of Securities Called for Redemption	57
Section 12.04	Exclusion of Certain Securities from Eligibility for Selection for Redemption	58
Section 12.05	Mandatory and Optional Sinking Funds	58

	as Trustee

	By:
		Authorized Officer

	(i)	common stock, $0.01 par value per share (the “Common Stock”);
	(ii)	preferred stock, $0.01 par value per share (the “Preferred Stock”);
	(iii)	senior debt securities (the “Senior Debt Securities”);
	(iv)	subordinated debt securities (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”);
	(v)	depositary shares representing a fractional interest in a share or multiple shares of Preferred Stock (the “Depositary Shares”);
	(vi)	contracts obligating the Company or a holder to purchase Common Stock, Preferred Stock or Depositary Shares at a future date or dates (the “Purchase Contracts”);
	(vii)	purchase units, consisting of one or more Purchase Contracts and beneficial interests in Debt Securities or debt obligations of third parties or any other securities (the “Purchase Units”);
	(viii)	warrants to purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the “Warrants”); and
	(ix)	subscription rights to purchase Common Stock, Preferred Stock or Debt Securities (the “Subscription Rights”),

	Very truly yours,

	By:	/s/ Daniel B. Kim
		Vice President, Associate General Counsel and Secretary