VLTO · Veralto Corp · Financials

On June 1, 2026, Veralto Corporation (the “Company”) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3ASR (File No. 333-282816) filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024 (the “Registration Statement”) and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering.

Issuer evidence: On June 1, 2026, Veralto Corporation (the “Company”) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3ASR (File No. 333-282816) filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024 (the “Registration Statement”) and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering.

Supporting evidence: The Notes will mature on January 15, 2032. Interest on the Notes will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027.

Supporting evidence: The Notes were issued under an indenture, dated as of June 1, 2026 (the “Base Indenture”) and the First Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee.

Supporting evidence: On June 1, 2026, Veralto Corporation (the “Company”) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “Notes”) in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3ASR (File No. 333-282816) filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024 (the “Registration Statement”) and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering.

Confidential - Company Proprietary (1) The Notes shall constitute a separate series of Notes having the title “4.850% Senior Notes due 2032.” (2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $725,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case, “Additional Notes”) having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) and ranking equally and ratably with the Initial Notes. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall not have the same CUSIP or ISIN numbers as the Initial Notes. All references to the Notes shall include both the Initial Notes and any Additional Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited. (3) The entire outstanding principal amount of the Notes shall become due and payable on January 15, 2032. (4) The rate at which the Notes shall bear interest shall be 4.850% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from June 1, 2026. The Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, beginning on January 15, 2027, until the principal is paid or made available for payment. Interest for the Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the holders of record at the close of business on the January 1 and July 1 prior to each such Interest Payment Date (each, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. (5) The Notes shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof. (7) The Notes shall not have the benefit of any sinking fund. (8) Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (10) The Notes are not convertible into shares of common stock or other securities of the Company. (11) In addition to the covenants set forth in the Base Indenture, the covenants set forth in Section 1.4 hereof shall be applicable to the Notes. (12) The transfer and exchange provisions set forth in Section 2.08 of the Base Indenture shall be applicable to the Notes. Section 1.3 Optional Redemption. (a) At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Issuer evidence: Confidential - Company Proprietary THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of June 1, 2026 between VERALTO CORPORATION, a Delaware corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”). RECITALS WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of June 1, 2026 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of unsubordinated debt securities evidencing its unsecured indebtedness. WHEREAS, the Company has authorized the issuance of $725,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2032 (the “Notes”). WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture. WHEREAS, the Company desires to enter into this Supplemental Indenture pursuant to Section 8.01 of the Base Indenture to establish the terms of the Notes in accordance with Section 2.03 of the Base Indenture and to establish the form of the Notes in accordance with Sections 2.01 and 2.02 of the Base Indenture. WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms have been done. NOW, THEREFORE, for and in consideration of the foregoing premises, the Company and the Trustee, mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows: ARTICLE I Section 1.1 Defined Terms. (1) Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed thereto in the Base Indenture. (2) A term defined anywhere in this Supplemental Indenture has the same meaning throughout. (3) The singular includes the plural and vice versa. (4) Headings are for convenience of reference only and do not affect the interpretation. (5) As used herein, the following defined terms shall have the following meanings with respect to the Notes and this Supplemental Indenture only: “Attributable Debt” in respect of a Sale and Leaseback Transaction, means, as of any particular time, the present value (discounted at the rate of interest implicit in the lease involved in such Sale and Leaseback Transaction, as determined in good faith by us) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). “Business Day” means any day, other than a Saturday or Sunday or a day on which Federal or State banking institutions in the Borough of Manhattan, The City of New York are authorized or required by law, regulation or executive order to close.

Supporting evidence: Confidential - Company Proprietary THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of June 1, 2026 between VERALTO CORPORATION, a Delaware corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”). RECITALS WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of June 1, 2026 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of unsubordinated debt securities evidencing its unsecured indebtedness. WHEREAS, the Company has authorized the issuance of $725,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2032 (the “Notes”). WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture. WHEREAS, the Company desires to enter into this Supplemental Indenture pursuant to Section 8.01 of the Base Indenture to establish the terms of the Notes in accordance with Section 2.03 of the Base Indenture and to establish the form of the Notes in accordance with Sections 2.01 and 2.02 of the Base Indenture. WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms have been done. NOW, THEREFORE, for and in consideration of the foregoing premises, the Company and the Trustee, mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows: ARTICLE I Section 1.1 Defined Terms. (1) Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed thereto in the Base Indenture. (2) A term defined anywhere in this Supplemental Indenture has the same meaning throughout. (3) The singular includes the plural and vice versa. (4) Headings are for convenience of reference only and do not affect the interpretation. (5) As used herein, the following defined terms shall have the following meanings with respect to the Notes and this Supplemental Indenture only: “Attributable Debt” in respect of a Sale and Leaseback Transaction, means, as of any particular time, the present value (discounted at the rate of interest implicit in the lease involved in such Sale and Leaseback Transaction, as determined in good faith by us) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). “Business Day” means any day, other than a Saturday or Sunday or a day on which Federal or State banking institutions in the Borough of Manhattan, The City of New York are authorized or required by law, regulation or executive order to close.