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FTV 10-K & 10-Q changes, risk factors and insider trading

Fortive Corp · NYSE · Industrial Instruments For Measurement, Display, And Control · CIK 1659166 · All filings on SEC.gov

Everything below is quoted or computed from Fortive Corp's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

4 / 7risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
2Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-25 (period ending 2025-12-31) with 10-K filed 2025-02-25 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

4new paragraphs
7removed paragraphs
23reworded paragraphs
10,640 → 10,532words in section

New heading “Our strategy requires us to execute and deliver disciplined capital allocation.”

Removed heading “Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.”

Removed heading “Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: sanction, china, taiwan, russia

Paragraph as it now reads, with added and removed wording marked:

In 2024,2025, approximately 46%44% of our sales were derived from customers outside the United States. Our principal markets outside the United States are in Europe and Asia. In addition, many of our manufacturing operations, suppliers, and employees are located outside the United States. Since our growth strategy depends in part on our ability to further penetrate markets outside the United States and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the United States, particularly in high-growth markets, such as Eastern Europe, the Middle East, Africa, Latin America, and Asia. OurRegional conflicts, including the Russian invasion of Ukraine, conflict in the Middle East, tension between China and Taiwan, could result in sanctions, regional market instability, increased energy and transportation costs, and other adverse regional financial and economic conditions, any of which can impact the demand for, or our ability to sell, our products and services in the impacted regions. Furthermore, our international business, including our business in high-growth markets outside the United States, is subject to additional risks that are customarily encountered in non-U.S. operations, as well as increased risks due to significant uncertainties related to political and economic changes, including:
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Reworded topics: investigation, cybersecurity incident, regulation

Paragraph as it now reads, with added and removed wording marked:

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data, and other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. We rely on information technology systems, some of which are managed by third parties and some of which are managed on a decentralized, independent basis by our operating companies, to process, transmit, and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities. These systems maycan bebe, and in the past have been, damaged, disrupted, accessed, or shut down due to attacks by computer hackers, nation states, cyber-criminals, computer viruses, error or malfeasance by employee or former employees, power outages, hardware failures, telecommunication or utility failures, catastrophes, or other similar events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. In addition, security breaches of our systems or lack of sufficient control in our systems (or the systems of our customers, suppliers or other business partners) could resultresult, and have resulted, in the misappropriation, change, destruction, exfiltration or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers, or suppliers. Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, and other cyber-attacks that have resulted in disruption of our operations, unauthorized access to confidential information and increased the cost of operations through containment, investigation and remediation efforts, including cybersecurity incidents in the fourth quarter of 2023.efforts. Furthermore, we expect to be subject to similar incidents in the future as such attacks become more sophisticated and frequent, any of which may have a material adverse impact on our business continuity, operations or financial results. Increasing use of artificial intelligence may increase these risks. Any of the attacks, breaches, or other disruptions or damage described above, as well as corresponding investigation, containment, and remediation efforts, can disrupt our operations, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, disclosure of personal data, damage customer and business partner relationships and our reputation, or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws, and increased costs for security and remediation, each of which could adversely affect our business and financial results.
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New text topics: tariff, supply chain
“Recent economic, foreign and political policies and enforcement actions, including trade restrictions, withdrawal from global trade agreements, uncertainty relating to the future rate or enforceability of tariffs and reciprocal tariffs, including as a result of the recent ruling by the Supreme Court of the United States invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (“the IEEPA Ruling”), changes to immigration laws or enforcement, uncertainty relating to availability of refunds on tariffs that have been invalidated, expectations or …”
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Removed text
“Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.”
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Removed text
“Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.”
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Reworded topics: tariff, china

Paragraph as it now reads, with added and removed wording marked:

ThereAs a result, there continues to be significant uncertainty aboutabout, and volatility in, the future relationship between the United States and other countries, includingespecially with respect to trade policies, treaties, government regulations, sanctions and tariffs. In particular, there continues to be uncertainty about U.S. foreign trade policy with respect to China, including any changes to the trade policies that have been adopted, and that may result from the IEEPA Ruling, including any alternative legislative or executive actions that may be adopted byto thereimpose Trumpsimilar administration.tariffs. Any increased sanctions, tariffs ortariffs, other trade barriers or restrictions or uncertainty on global trade, especially trade withadopted China,by or against the United States could adversely impact our business and financial results.
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Full comparison: every changed paragraph (34)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Our business is impacted by general economic conditions, and adverse economic conditions arising from any slower global economic growth, reduced demand or consumer confidence, energy, manufacturing or component supply constraints arising from international conflicts, high inflation rates and the corresponding interest rate policies, volatility in currency and credit markets, actual or anticipated default on sovereign debt, changes in global trade policies, unemployment and underemployment rates, immigration policies, reduced levels of capital expenditures, changes in government fiscal and monetary policies, political initiatives targeted at reducing government funding, government deficit reduction and budget negotiation dynamics, sequestration, other austerity measures, political and social instability, other geopolitical conflict, sanctions, natural disasters, public health crises, terrorist attacks, and other challenges affect us and our distributors, customers, and suppliers, including having the effect of:

Reworded

If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, international trade policies, customer demand and supply chain disruptions, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies.

Reworded

Our growth depends in part on the timely development anddevelopment, commercialization and customer acceptance of new and enhanced products and services based on technological innovation.

Reworded

Our ability to successfully manage our leadership transition in connection with the completed Separation and attract, develop, and retain senior leaders and other key employees is critical to our success.

Reworded

In connection with the Separation and as part of our long-term succession planning, we transitioned each of our Chief Executive Officer, Chief Financial Officer, and Chief People Officer roles in 2025 and early 2026. Our future performance is dependent upon our ability to manage successfully the leadership transitions and continue to attract, motivate and retain executiveskey leaders and other key employees. TheUnplanned loss of services of executives and other key employees or the failure to attract, motivate and develop new executives or other key employees could prevent us from successfully implementing and executing business strategies, and therefore adversely affect our financial results. In particular, the markets for highly skilled employees and leaders in the technology and healthcare industries remain competitive.

Reworded

Our success also depends on our ability to attract, develop and retain a talented employee base. Our brand, our culture, our ability to provide competitive compensation, our locations of operations, and our reputation are important to our ability to recruit and retain key employees in these competitive markets. If we are not competitive or successful in our recruiting efforts, if we cannot attract or retain key employees, or if we do not adequately ensure effective succession planning or transfer of knowledge for our key employees, or if some of our key employees leaveare usunable to enter, or choose to leave, the United States given uncertainties relating to theimmigration separation,laws resultingor inimmigration theenforcement inability to operate our business with employees possessing the appropriate expertise,actions, our ability to deliver and execute on our operational, development, or portfolio strategies would be adversely affected.

Reworded

Disruptions in, or breaches in security of, our information technology systemssystems, exfiltration of confidential or sensitive data, and other cyberattacks have adversely affected, and in the future could adversely affect, our business.

Reworded

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data, and other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. We rely on information technology systems, some of which are managed by third parties and some of which are managed on a decentralized, independent basis by our operating companies, to process, transmit, and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities. These systems maycan bebe, and in the past have been, damaged, disrupted, accessed, or shut down due to attacks by computer hackers, nation states, cyber-criminals, computer viruses, error or malfeasance by employee or former employees, power outages, hardware failures, telecommunication or utility failures, catastrophes, or other similar events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. In addition, security breaches of our systems or lack of sufficient control in our systems (or the systems of our customers, suppliers or other business partners) could resultresult, and have resulted, in the misappropriation, change, destruction, exfiltration or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers, or suppliers. Like many multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, and other cyber-attacks that have resulted in disruption of our operations, unauthorized access to confidential information and increased the cost of operations through containment, investigation and remediation efforts, including cybersecurity incidents in the fourth quarter of 2023.efforts. Furthermore, we expect to be subject to similar incidents in the future as such attacks become more sophisticated and frequent, any of which may have a material adverse impact on our business continuity, operations or financial results. Increasing use of artificial intelligence may increase these risks. Any of the attacks, breaches, or other disruptions or damage described above, as well as corresponding investigation, containment, and remediation efforts, can disrupt our operations, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, disclosure of personal data, damage customer and business partner relationships and our reputation, or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws, and increased costs for security and remediation, each of which could adversely affect our business and financial results.

Removed

We have implemented, and may continue to implement significant restructuring activities across our businesses to adjust our cost structure. These significant restructuring activities as well as our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets, and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs, or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any of the circumstances described above could adversely impact our business and financial results.

Added

We have implemented, and may continue to implement significant restructuring activities across our businesses to adjust our cost structure, including restructuring activities relating to our recent separation of Ralliant. These significant restructuring activities as well as our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets, and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs, or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any of the circumstances described above could adversely impact our business and financial results.

Reworded

We may use artificial intelligence in our business and in certain of our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

Reworded

We may incorporate artificial intelligence (“AI”) solutions into certain of our products, services and features, and we mayhave leverageleveraged AI, including generative AI, in our product development, our operations, and our software programming. Our competitors or other third parties may incorporate AI into their products or operational processes more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Reworded

In 2024,2025, approximately 46%44% of our sales were derived from customers outside the United States. Our principal markets outside the United States are in Europe and Asia. In addition, many of our manufacturing operations, suppliers, and employees are located outside the United States. Since our growth strategy depends in part on our ability to further penetrate markets outside the United States and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the United States, particularly in high-growth markets, such as Eastern Europe, the Middle East, Africa, Latin America, and Asia. OurRegional conflicts, including the Russian invasion of Ukraine, conflict in the Middle East, tension between China and Taiwan, could result in sanctions, regional market instability, increased energy and transportation costs, and other adverse regional financial and economic conditions, any of which can impact the demand for, or our ability to sell, our products and services in the impacted regions. Furthermore, our international business, including our business in high-growth markets outside the United States, is subject to additional risks that are customarily encountered in non-U.S. operations, as well as increased risks due to significant uncertainties related to political and economic changes, including:

Removed

•impact of geopolitical conflict;

Reworded

•changes in a country’s or region’s political or economic conditions, including changes in relationship with the United States, particularly with respect to ChinaStates;

Reworded

Trade relations between the United States and other countries have been volatile and could have a material adverse effect on our business and financial results.

Added

Recent economic, foreign and political policies and enforcement actions, including trade restrictions, withdrawal from global trade agreements, uncertainty relating to the future rate or enforceability of tariffs and reciprocal tariffs, including as a result of the recent ruling by the Supreme Court of the United States invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (“the IEEPA Ruling”), changes to immigration laws or enforcement, uncertainty relating to availability of refunds on tariffs that have been invalidated, expectations or actions of customers, suppliers and other distribution or supply chain partners on pricing or costs as a result of the IEEPA Ruling, uncertainty relating to the status of prior trade agreements between the United States and other countries that had been adopted in response to tariffs that have subsequently been invalidated by the IEEPA Ruling, and other similar actions may result in increased transaction and operating costs, adverse regional and global economic conditions, reduced ability to attract talent, supply chain constraints, responsive economic and nationalism outside the United States, and volatile regulatory environment, any of which may adversely affect our business or demand for our products and services.

Reworded

ThereAs a result, there continues to be significant uncertainty aboutabout, and volatility in, the future relationship between the United States and other countries, includingespecially with respect to trade policies, treaties, government regulations, sanctions and tariffs. In particular, there continues to be uncertainty about U.S. foreign trade policy with respect to China, including any changes to the trade policies that have been adopted, and that may result from the IEEPA Ruling, including any alternative legislative or executive actions that may be adopted byto thereimpose Trumpsimilar administration.tariffs. Any increased sanctions, tariffs ortariffs, other trade barriers or restrictions or uncertainty on global trade, especially trade withadopted China,by or against the United States could adversely impact our business and financial results.

Reworded

Risk Related to Our Acquisitions, Investments,Investments and Dispositions

Added

Our strategy requires us to execute and deliver disciplined capital allocation.

Removed

Our plans to separate into two independent, publicly traded companies may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits, including the anticipated tax treatment.

Removed

On September 4, 2024, we announced our intention to separate our Precision Technologies segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant. The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends. The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes. The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals. All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.

Removed

Our ability to effectuate the Separation, the structure of the Separation, and the anticipated benefits of the Separation may be adversely and materially impacted by adverse market conditions, possible delays in obtaining various tax rulings, regulatory approvals or clearances or otherwise satisfying the required conditions of the Separation, costs or inefficiencies associated with dis-synergies related to the Separation, uncertainty of the financial markets, our business performance, and unanticipated delays in establishing infrastructure or processes for Ralliant. In addition, the costs and resources required to effectuate the Separation may be significantly higher than what we currently anticipate.

Removed

Executing the Separation will also require significant time and attention from management, which could distract them from other tasks in operating our business and result in performance shortfalls. The pendency of the Separation could negatively impact the market price of our common stock, and even if the Separation is completed, we cannot assure you that the Separation will yield greater benefits to the Company and its shareholders than if the Separation had not occurred. Following the Separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Separation not occurred. In addition, if the Separation is ultimately not consummated, the Company will have incurred costs, which may be significant, without realizing the anticipated benefits.

Removed

Any inability to consummate acquisitions at our anticipated rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.

Reworded

Our abilityFortive Accelerated strategy requires us to grow revenue, earnings,execute and cashdeliver flowdisciplined atcapital orallocation, aboveincluding our anticipated rates dependsinvestments in partorganic upongrowth, our ability to identifyidentifying and successfully acquire and integrateacquiring businesses at appropriate prices and realize anticipated synergies,prices, and to make other appropriate investments that support our long-term strategy. WeIn may not be able to consummateparticular, acquisitions at anticipated rates, which could adversely impact our growth rate and our stock price. Acquisitions and investments that align with our portfolio strategy may be difficult to identify and execute for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms. In addition, competition for acquisitions and investments may result in higher purchase prices. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.

Reworded

As part of our business strategy we acquire businesses, make investments, and enter into joint ventures and other strategic relationships in the ordinary course, some of which may be material; please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) for additional details. These acquisitions, investments, joint ventures, and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance, and other risks and challenges, including the following, any of which could adversely affect our financial results:

Reworded

We continually assess the strategic fit of our existing businesses and may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. For example, in 2018, we split-off most of our automation and specialty platform in a Reverse Morris Trust transaction with Altra Industrial Motion Corp. and, in 2020,2020 and 2025, we spun-off our former Industrial Technologies segment.segment and our former Precision Technologies segment, respectively. These transactions pose risks and challenges that could negatively impact our business. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and accounting impacts and distract management, and disputes may arise with buyers. In addition, we have retained responsibility for and/or have agreed to indemnify buyers against some known and unknown contingent liabilities related to a number of businesses we have sold or disposed of. The resolution of these contingencies has not had a material effect on our financial results but we cannot be certain that this favorable pattern will continue.

Reworded

Potential indemnification liabilities to Ralliant and Vontier pursuant to the respective separation agreementagreements could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

Reworded

We entered into a separation and distribution agreement and related agreements with Vontier and with Ralliant to govern the separation and distribution of Vontier and Ralliant, respectively, and the relationship between each of the two companies and Fortive going forward. These agreements provide for specific indemnity and liability obligations of each party and could lead to disputes between us. If we are required to indemnify Vontier or Ralliant under the circumstances set forth in these agreements, we may be subject to substantial liabilities. In addition, with respect to the liabilities for which Vontier or Ralliant has agreed to indemnify us under these agreements, there can be no assurance that the indemnity rights we have against Vontier or Ralliant, as applicable, will be sufficient to protect us against the full amount of the liabilities, or that Vontier and Ralliant will be able to fully satisfy its indemnification obligations. Each of these risks could negatively affect our businesses, financial condition, results of operations, and cash flows.

Reworded

•we are also subject to the federal False Claims Act (the “FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. There are many potential bases for liability under the FCA. In addition, we could be held liable under the FCA if we are deemed to “cause” the submission of false or fraudulent claims; and

Added

•regulators in Europe and certain states in the U.S. have focused efforts on increasing disclosures by companies related to climate change and mitigation efforts that impose increasing compliance burdens and associated regulator costs. At the same time, conflicting and opposing views on environmental topics, including commitments addressing climate issues, are becoming increasing political, subject to scrutiny from private sectors and government authorities, with such conflicting and opposing views potentially exposing us to environmental or political activist campaigns; and

Reworded

We could incur significant liability if our separation from Danaher, our separation of our Automation and Specialty business,Vontier or our separation of Vontier or our pending separation of the PT segmentRalliant (collectively,together, the “Separation Transactions”) are determined to be a taxable transaction.

Reworded

We have received or expect to receive an opinionopinions from outside tax counsel to the effect that each of the Separation Transactions qualifies as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code. The opinion relies or willopinions rely on certain facts, assumptions, representations, and undertakings from the applicable parties regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, our stockholders and we may not be able to rely on the applicable opinionopinions of tax counsel and could be subject to significant tax liabilities. Notwithstanding the opinionopinions of tax counsel we have received, the IRS could determine on audit that any of the Separation Transactions is taxable if it determines that any of the corresponding facts, assumptions, representations, or undertakings are not correct or have been violated or if it disagrees with the conclusions in any of the applicable opinions. If any of the Separation Transactions is determined to be taxable for U.S. federal income tax purposes, we, as well as our stockholders that are subject to U.S. federal income tax, would incur significant U.S. federal income tax liabilities.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

46new paragraphs
63removed paragraphs
49reworded paragraphs
9,623 → 7,969words in section

New heading “Precision Technologies Separation”

New heading “Components of Sales Growth”

New heading “Components of Sales Growth”

New heading “Operating Profit Margins”

New heading “Components of Sales Growth”

New heading “Operating Profit Margins”

New heading “Other non-operating expense, net”

Removed heading “Update on Pending Separation of the Precision Technologies Segment”

Removed heading “Segment Realignment and Divestiture”

Removed heading “Business Performance and Outlook”

Removed heading “Business Segments and Geographic Area Results”

Removed heading “Intelligent Operating Solutions Selected Financial Data”

Removed heading “2024 COMPARED TO 2023”

Removed heading “PRECISION TECHNOLOGIES”

Removed heading “2024 COMPARED TO 2023”

Removed heading “2024 COMPARED TO 2023”

Removed heading “Loss from divestiture”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: tariff, sanction, china, inflation
“We expect foreign exchange rates to remain volatile throughout the year, which could continue to impact our financial results. …”
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New text topics: tariff, sanction, inflation, regulation
“Our financial outlook is subject to various assumptions and risks, including but not limited to: ongoing geopolitical events; global economic and consumer trends and sentiments; monetary policies; inflationary pressures on expenses and pricing; uncertainties in governmental policies on international trade, regulations, sanctions, and healthcare; operational challenges from existing, new, or increased tariffs, in some cases, subsequent rollbacks or suspensions; foreign exchange rate volatility, including the impact of unhedged foreign currency debts; reduction in U.S. …”
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Removed text topics: impairment, goodwill
“Acquired Intangibles and Goodwill: Our business acquisitions, including EA, typically result in the recognition of goodwill, developed technology, and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that we may incur. The fair value of acquired intangible assets are determined using information available near the acquisition date based on estimates and assumptions that are deemed reasonable by us. …”
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Removed text topics: restructuring, workforce reduction
“In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by December 31, 2025. The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign the cost structures between the two companies. In the first quarter of 2023, we initiated a separate discrete restructuring plan that was completed by the end of 2023. …”
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Removed text topics: liquidity, credit rating
“The availability of the Revolving Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in maintaining the existing credit ratings of the Commercial Paper Programs when we have outstanding borrowings. As of December 31, 2024 and 2023, we had $650 million and $1.3 billion borrowings outstanding under our Commercial Paper Program, respectively. …”
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New text topics: impairment, goodwill
“Acquired Intangibles and Goodwill: Our business acquisitions typically result in the recognition of goodwill, developed technology, and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that we may incur. Refer to Notes 2 and 4 to the consolidated financial statements for a description of our policies relating to goodwill, acquired intangibles, and acquisitions.”
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Full comparison: every changed paragraph (158)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The following discussion and analysis of Fortive’s financial condition and results of operations for the fiscal years ended December 31, 20242025, December 31, 2024, and December 31, 2023 should be read in conjunction with our audited consolidated financial statements and accompanying notes included in Part II, Item 8 of this Form 10-K. This Item generally discusses 20242025, 2024, and 2023 items and year-to-year comparisons between 2025 and 2024, and 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2023 with the Securities and Exchange Commission on February 27, 2024.

Reworded

Fortive isCorporation a(“Fortive,” provider“the ofCompany,” “we,” “us,” or “our”) innovates essential technologies forto connectedkeep workflowour solutionsworld acrosssafe aand range of attractive end-markets.productive. Our strategic segments - Intelligent Operating Solutions (“IOS”), Precision Technologies (“PT”), and Advanced Healthcare Solutions (“AHS”) - include well-knowniconic inventor brands with leading positions in their markets. Our businesses design, develop, manufacture, and service professional and engineeredmarket products, software, and services, building upon leading brand names, innovative technologies, and significantstrong market positions. We are headquartered in Everett, Washington and have a workforce of more than 18,000Our research and development, manufacturing, sales, distribution, service, and administrative professionalsfacilities are located in more thanapproximately 50 countries around the world.

Added

Precision Technologies Separation

Added

On June 28, 2025 (the “Distribution Date”), the Company completed the separation (the “Separation” or the “PT Separation”) of its former Precision Technologies segment by distributing to Fortive shareholders on a pro rata basis all of the issued and outstanding common stock of Ralliant Corporation (“Ralliant”), the entity incorporated to hold the PT businesses. The accounting requirements for reporting Ralliant as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying consolidated financial statements for all periods presented reflect this business as a discontinued operation. Unless otherwise indicated, all references in this Annual Report refer to continuing operations. Refer to Note 3 of the consolidated financial statements for additional information.

Reworded

Fortive is a multinational business with global operations with approximately 46%44% of our sales derived from customers outside the United States in 2024.2025. As a company with global operations, our businesses are affected by worldwide, regional, and industry-specific economic, trade policies, fiscal policies, regulatory, and political factors. Our geographic and industry diversity, as well as the range of products, software, and services we offer, typically help limit the impact of any one industry or the economy of any single countrycountry, (except for the United States)States, on our operating results. Given the broad range of products manufactured, software and services provided, and geographies served, we do not use any indices other than general economic trends to predict the overall outlook for the Company. Our individual businesses monitor key competitors and customers, including their sales, to the extent possible, to gauge relative performance and the outlook for the future.

Reworded

As a result of our geographic and industry diversity, we face a variety of opportunities and challenges, including technological development in most of the markets we serve, the expansion and evolution of opportunities in high-growthgrowing markets, trends and costs associated with a global labor force, trade policies, and consolidation of our competitors. We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America, and Asia with the exception of Japan and Australia. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend, in particular, on our ability to expand our business across geographies and market segments, identify, consummate, and integrate appropriate acquisitions, develop innovative and differentiated new products, services, and software, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, attract relevant talent and retain, grow, and empower our talented workforce, and effectively address the demands of an increasingly regulated environment. We are making significant investments, organically and through acquisitions, to address technological change in the markets we serve and to improve our manufacturing, research and development, and customer-facing resources in order to be responsive to our customers throughout the world.

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Management believes that reporting the non-GAAP financial measure of core revenue provides useful information to investors by helping identify underlying growth trends in our business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We exclude the effect of acquisition and divestiture related items because the nature, size, and number of such transactions can vary dramatically from period to period and between us and our peers. We exclude the effect of currency translation from core revenue because the impact of currency translation is not under management’s control and is subject to volatility. Management believes the exclusion of the effect of acquisitions and divestitures and currency translation may facilitate the assessment of underlying business trends and may assist in comparisons of long-term performance. References to core sales volume from existing businessesgrowth refer to the impact of both price and unit sales.

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Update on Pending Separation of the Precision Technologies Segment

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On September 4, 2024, we announced our intention to separate our PT segment business into an independent publicly-traded company (the “Separation”), which will be named Ralliant. The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s IOS and AHS business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company consisting of our brands currently operating under the PT segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends. The Separation is intended to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes. The Company is targeting completion of the Separation early in the third quarter of 2025, subject to the satisfaction of certain conditions, including, among others, final approval of Fortive’s Board of Directors, satisfactory completion of financing, receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the SEC, and other regulatory approvals. All assets, liabilities, revenues and expenses of Ralliant are included in the consolidated results of the Company in the accompanying consolidated financial statements.

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Segment Realignment and Divestiture

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In January 2024, we realigned Invetech from the AHS segment to the PT segment (the “Segment Realignment”) based on our strategic decision to divest the equipment design and manufacturing businesses of Invetech, while retaining the motion solution businesses (the “Motion Solution Business”) that are more closely aligned with the PT segment than the AHS segment. In June 2024, we divested and transferred ownership of Invetech, excluding the Motion Solution Business, to its management team (the “Invetech Divestiture”). As a result of the divestiture, in the year ended December 31, 2024, we recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Consolidated Statements of Earnings. The divested businesses accounted for less than 1.0% of total revenue and less than 1.0% of total assets for the fiscal year ended December 31, 2023. The Invetech Divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.

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Acquisitions

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On January 3, 2024, we acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications. The acquisition of EA will bolster the PT segment’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition. The total consideration paid was approximately $1.72 billion, net of acquired cash. We recorded approximately $1.18 billion of goodwill within our PT segment related to the EA acquisition, which is not tax deductible. We also anticipate future tax benefits as a result of the transaction.

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Other Matters

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In the fourth quarter of 2024, we initiated a discrete restructuring plan that is expected to be completed by December 31, 2025. The nature of the plan initiated in 2024 was related to the Separation and consisted primarily of targeted workforce reductions to realign the cost structures between the two companies. In the first quarter of 2023, we initiated a separate discrete restructuring plan that was completed by the end of 2023. The nature of the activities in 2023 was broadly consistent throughout our segments and consisted primarily of targeted workforce reductions in response to overall macroeconomic and other external conditions. We incurred these costs to position ourselves to provide superior products and services to customers in a cost-efficient manner, while taking into consideration the impact of broad economic uncertainties. We incurred charges of $19.7 million and $58.6 million during the years ended December 31, 2024 and 2023, respectively.

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Business Performance and Outlook

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Business PerformanceTrends

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Our financial outlook is subject to various assumptions and risks, including but not limited to: ongoing geopolitical events; global economic and consumer trends and sentiments; monetary policies; inflationary pressures on expenses and pricing; uncertainties in governmental policies on international trade, regulations, sanctions, and healthcare; operational challenges from existing, new, or increased tariffs, in some cases, subsequent rollbacks or suspensions; foreign exchange rate volatility, including the impact of unhedged foreign currency debts; reduction in U.S. government spending due to H.R.1, also known as the One Big Beautiful Bill Act (“OBBBA”); and overall fiscal policies, including investment and taxation policy initiatives being considered in the U.S.; the incremental impacts of the Pillar Two initiative from the Organization for Economic Co-operation and Development (“OECD”); and the impact from the Separation.

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In addition, our financial outlook is subject to the impact of the recent ruling by the Supreme Court of the United States invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act ("the IEEPA Ruling"), including the impact on operational and transaction costs, any responsive legislative or executive action seeking to reimpose similar tariffs, our ability to seek and obtain refunds for previously paid tariffs that have been subsequently invalidated, expectations or actions of customers, suppliers and other distribution or supply chain partners on pricing or costs as a result of the IEEPA Ruling, and responsive actions from other countries, including with respect to counter tariffs that had been imposed or trade agreements that had been adopted in response to tariffs that have been subsequently invalidated by the IEEPA Ruling.

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We continue to monitor the conditions above and deploy the Fortive Business System (“FBS”), including tools and processes to leverage existing sourcing strategies and optimize production and logistics to actively manage these challenges and utilize pricing, cost and productivity actions and other countermeasures designed to offset the aforementioned dynamics.

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During 2024, aggregate year-over-year sales increased 2.7%, driven by a 1.3% increase in our core revenue and a 2.0% increase from acquisitions, net of divestiture, partially offset by a decline of 0.6% due to unfavorable foreign currency translation. Core revenue growth included favorable pricing of 2.7%, partially offset by volume decline of 1.4%.

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Geographically, core revenue in developed markets increased by low single-digits during 2024, driven by low single-digit growth in North America, while Western Europe decreased slightly. Core revenue in high growth markets increased slightly, driven by low double-digit growth in Latin America, partially offset by a low single-digit decline in Asia, where China declined by high single-digits.

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2025 Outlook

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We anticipate full year sales growth to be between approximately flat and 2.0% with year-over-year growth from existing businesses of approximately 1.5% and 3.5%.

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We expect foreign exchange rates to remain volatile throughout the year, which could continue to impact our financial results. Additionally, our financial outlook is subject to various assumptions and risks, including but not limited to, ongoing geopolitical developments and events, global uncertainties related to governmental policies toward international trade, monetary and fiscal policies, including the current uncertainty about the future relationship between the United States and other major regions with respect to trade policies, treaties, government regulations, sanctions and tariffs, macroeconomic conditions in the United States, China, and other critical regions, impact from our pending separation into two independent publicly traded companies, and the impact of inflationary dynamics on our expenses or our ability to realize price increases in our sales, interest rates, market conditions in key product segments, and elective surgery rates. We will continue to deploy FBS to actively manage these challenges and utilize pricing and other countermeasures to offset the aforementioned dynamics. We continue to monitor these conditions which may continue to impact our business, as well as potential adverse global economic trends and sentiments, monetary and fiscal policies, international trade and relations between the U.S., China and other nations, and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development (“OECD”), including the potential impact of the Pillar Two initiative.

Added

Components of Sales Growth

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Sales growth in 2025 was driven by favorable pricing of 2.2%, partially offset by a volume decline of 0.6%. Sales growth in 2024 was driven by favorable pricing of 2.9% and a volume increase of 1.4%.

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Geographically, core revenue growth in 2025 was driven primarily by strengthening demand in North America, led by the IOS segment, partially offset by modest declines in Europe. Core revenue growth in 2024 was driven by modest to moderate growth across all regions, including North America, Europe, the Middle East, and Africa (“EMEA”), Latin America (“LATAM”), and Asia-Pacific (“APAC”).

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For further detail, refer to the Intelligent Operating Solutions and Advanced Healthcare Solutions sections below.

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Operating profit margin was 17.3% in 2025, compared to 17.6% in 2024, resulting in a decrease of 30 basis points due to:

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Operating profit margins were 19.4% in 2024, an increase of 70 basis points as compared to 18.7% in 2023. Year-over-year changes in operating profit margin were comprised of the following:

Reworded

•Year-over-yearThe year-over-year increase in price from existingfavorable businesses,pricing volumeacross growththe in IOS and AHS,segments and benefits from productivity measures wereand FBS initiatives, partially offset by a volume decline in certain businesses and end markets within our PT segment, higher employee compensation andin investmentboth growthsegments; initiatives.additionally, Additionally,within therethe wereyear, the unfavorable foreignimpact exchangefrom ratestariffs was mitigated by countermeasures — favorable 80105 basis points

Added

•The year-over-year effect of all other items, including -100 basis points primarily from incremental stock-based compensation costs related to the Separation, -55 basis points in discrete restructuring charges, partially offset by +20 basis points from amortization expense for existing businesses — unfavorable 135 basis points Operating profit margin was 17.6% 2024, compared to 14.7% in 2023, resulting in an increase of 290 basis points due to:

Reworded

•The year-over-year effectincrease ofin amortizationprice and volume from existing businesses,businesses and impairmentbenefits from productivity measures were partially offset by higher employee compensation, growth investments and the impact of intangibleunfavorable assets incurredchanges in 2023foreign exchange rates — favorable 30170 basis points

Added

•The year-over-year effect of all other items, including +70 basis points in discrete restructuring charges, +55 basis points from amortization expense associated with existing businesses and impairment of intangible assets in 2023, offset by -5 basis points from net effects of acquired businesses — favorable 120 basis points

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•The year-over-year net effect of acquisition, divestiture and separation related transaction costs incurred in the year — unfavorable 85 basis points

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•The year-over-year net effect of acquired and divested businesses, including amortization and acquisition-related fair value adjustments — unfavorable 120 basis points

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•The year-over-year effect of costs relating to discrete restructuring plans — favorable 65 basis points

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•The year-over-year effect of the gain on sale of land and certain office buildings in the PT segment during the year - favorable 100 basis points

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Business Segments and Geographic Area Results

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Sales by business segment and geographic area for the year ended December 31 are as follows ($ in millions):

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Our IOS segment provides advanced instrumentation, software and services to tens of thousands of customers enabling their mission-critical workflows. These offerings include electrical test & measurement, facility and asset lifecycle software applications, connected worker safety and compliance solutions across a range of vertical end markets, including manufacturing, process industries, healthcare, utilities and power, communications and electronics, among others.

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Intelligent Operating Solutions Selected Financial Data

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2024 COMPARED TO 2023

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The sales growth in 2024 was driven primarily by favorable pricing across the segment and increased volume in our gas detection products, as well as software and service offerings in facility and assets lifecycle applications, including software as a service (“SaaS”). The acquisitions in 2023 also contributed 0.8% to revenue growth during the year.

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Geographically, core revenue in developed markets increased by mid-single-digits during 2024, driven by a mid-single-digit growth in North America and low single-digit growth in Western Europe. Core revenue in high growth markets increased by low single-digits during 2024, driven by a high single-digit growth in Latin America and low single-digit growth in Asia, despite a low single-digit decline in China.

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Year-over-year price increases in our IOS segment contributed 2.8% to sales growth in 2024, as compared to 2023, and is reflected as a component of the change in core revenue.

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Operating profit margin increased 190 basis points during 2024 as compared to 2023. Year-over-year changes in operating profit margin were comprised of the following:

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•Year-over-year increase from favorable pricing and higher sales volume from existing businesses, partially offset by higher employee compensation, customer acquisition costs and marketing costs to support growth initiatives — favorable 100 basis points

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•The year-over-year effect of amortization from existing businesses, and impairment of intangible assets incurred in 2023— favorable 50 basis points

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•The year-over-year net effect of acquired businesses, including amortization, and acquisition-related fair value adjustments — unfavorable 15 basis points

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•The year-over-year effect of costs relating to discrete restructuring plans — favorable 55 basis points

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PRECISION TECHNOLOGIES

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Our PT segment helps solve tough technical challenges to speed breakthroughs in a wide range of applications, from food and beverage production and manufacturing to next-generation electric vehicles and clean energy, as our customers seek new test solutions to enable the electrification and connectivity of everything. Our expertise in materials, methods and measurements are reflected in our electrical test & measurement and sensing and material technologies offered to a broad set of customers and vertical end markets, including industrial, power and energy, automotive, medical equipment, food and beverage, aerospace and defense, semiconductor, and other general industries.

Reworded

Precision Technologies Selected Financial Data

Added

Components of Sales Growth

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Sales growth in 2025 was driven by favorable pricing of 2.2%, including actions taken to mitigate unfavorable tariff impacts. Volume declined slightly, primarily in professional instrumentation during the first half of the year, partially offset by increases in gas detection products and facilities and asset lifecycle (“FAL”) software and services. Sales growth in 2024 was driven primarily by favorable pricing of 2.7% and volume gains with FAL software and services and gas detection products.

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Geographically, core revenue growth in 2025 was driven primarily by moderate growth in North America, partially offset by modest declines in Europe. Core revenue growth in 2024 was driven by modest growth across all regions.

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Operating Profit Margins

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2024 COMPARED TO 2023

Showing the first 60 of 158 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-29 (period ending 2026-07-03) with 10-Q filed 2026-04-30 (period ending 2026-04-03).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in the “Risk Factors” section of our 2025 Annual Report on Form 10-K. There were no material changes during the quarter ended July 3, 2026 to the risk factors reported in the “Risk Factors” section of our 2025 Annual Report on Form 10-K.

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Reworded

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in the “Risk Factors” section of our 2025 Annual Report on Form 10-K. There were no material changes during the quarter ended AprilJuly 3, 2026 to the risk factors reported in the “Risk Factors” section of our 2025 Annual Report on Form 10-K.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: tariff, supply chain
“In addition, our financial outlook is subject to the impact of the Supreme Court of the United States ruling invalidating certain tariffs imposed under the International Emergency Economic Powers Act (the “IEEPA Ruling”). As a result of the IEEPA Ruling, the U.S. Customs and Border Protection (“CBP”) has established a system to process IEEPA tariff refund claims. We have submitted claims under this process and expect to continue doing so, as permitted. As refund claims are accepted by CBP, we recognize the approved amounts within cost of sales. …”
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Reworded topics: tariff, restructuring

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•The year-over-year effect of all other items in the firstsecond quarter including +5070 basis points from amortization expense for existing businesses, +55 basis points from reduced discrete restructuring spending versus the comparable period, and +40 basis points from tariff refunds, partially offset by -20-5 basis points from unfavorable acquisition and divestiture-related impacts,impacts and— -25favorable 160 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating favorableprofit 5margin was 18.5% compared to 16.7% in the comparable period of 2025, resulting in an increase of 180 basis points due to:
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New text topics: tariff, restructuring
“•The year-over-year effect of all other items in the year-to-date period including +60 basis points from amortization expense for existing businesses, +20 basis points from tariff refunds, and +15 basis points from reduced discrete restructuring spending, partially offset by -15 basis points from unfavorable acquisition and divestiture-related impacts — favorable 80 basis points”
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Reworded topics: tariff, restructuring

Paragraph as it now reads, with added and removed wording marked:

•The year-over-year effect of all other items in the first quarter,items, including +3580 basis points from reductions in discrete restructuring spending, +45 basis points from amortization expense for existing businesses, moreand than+45 basis points from tariff refunds, slightly offset by -10 basis points in unfavorable acquisition and divestiture-related impacts,impacts and— -30favorable 160 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating unfavorableprofit 5margin increased 110 basis pointspoints, as compared to the comparable period of 2025 due to:
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Reworded topics: tariff, restructuring

Paragraph as it now reads, with added and removed wording marked:

•The year-over-year effect of all other items in the firstsecond quarter, including +80120 basis points from amortization expense for existing businesses,businesses and +25 basis points from tariff refunds, slightly offset by -5-35 basis points from discrete restructuring plans and -25 basis points from net effects of acquired andbusinesses divested— businesses,favorable and -1085 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating favorableprofit 65margin increased 150 basis pointspoints, as compared to the comparable period of 2025, due to:
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New text topics: tariff, restructuring
“•The year-over-year effect of all other items, including +40 basis points from amortization expense for existing businesses, +25 basis points from reductions in discrete restructuring spending, and +25 basis points from tariff refunds, slightly offset by -10 basis points in unfavorable acquisition and divestiture-related impacts — favorable 80 basis points”
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Full comparison: every changed paragraph (66)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other financial measures; impact of government actions, including tariffs,tariffs and tariff refunds, other trade policies, government spending and tax laws; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, capital allocation, financing, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, financing, stock repurchases, and dividends; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; the anticipated impacts and benefits of the completed separation of Ralliant; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology, such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods, are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Reworded

•Our ability to successfully manage leadership transitions and attract, develop, and retain senior leaders and other key employees is critical to our success.

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Fortive is a multinational business with global operationsoperations, with approximately 44% of our sales derived from customers outside the United States in 2025. As a company with global operations, our businesses are affected by worldwide, regional, and industry-specific economic,economic conditions, trade policies, fiscal policies, regulatory,regulatory factors, and political factors. Our geographic and industry diversity, as well as the range of products, software, and services we offer, typically help limit the impact of any one industry or the economy of any single country, except for the United States, on our operating results. Given the broad range of products manufactured, software and services provided, and geographies served, we do not use any indices other than general economic trends to predict the overall outlook for the Company. Our individual businesses monitor key competitors and customers, including their sales, to the extent possible, to gauge relative performance and the outlook for the future.

Reworded

Our financial outlook is subject to various assumptions and risks, including but not limited to: ongoing geopolitical events; wars and hostilities in the Middle East and in Ukraine, including the corresponding impact on energy costs, interest rates, cybersecurity, international trade, and global economic conditions; monetary policies; inflationary pressures on expenses and pricing; uncertainties in governmental policies on international trade, regulations, sanctions, and healthcare; operational challenges from existing, new, increased, or the uncertain status of tariffs, including in some cases, subsequent rollbacks, refunds, or suspensions; foreign exchange rate volatility, including the impact of unhedged foreign currency debts; reduction in U.S. government spending due to H.R.1, also known as the One Big Beautiful Bill Act (“OBBBA”); and overall fiscal policies, including investment and taxation policy initiatives being considered in the U.S.; the incremental impacts of the Pillar Two initiative from the Organization for Economic Co-operation and Development (“OECD”); and the impact from the Separation.

Added

In addition, our financial outlook is subject to the impact of the Supreme Court of the United States ruling invalidating certain tariffs imposed under the International Emergency Economic Powers Act (the “IEEPA Ruling”). As a result of the IEEPA Ruling, the U.S. Customs and Border Protection (“CBP”) has established a system to process IEEPA tariff refund claims. We have submitted claims under this process and expect to continue doing so, as permitted. As refund claims are accepted by CBP, we recognize the approved amounts within cost of sales. The ultimate recoverability, timing, and amount of any such refunds remain uncertain and are subject to CBP review, as well as further legal, regulatory, and administrative developments. In addition, in response to the IEEPA Ruling, the current administration has imposed, and is expected to further impose, new tariffs under other existing authorizations. Impacts of the IEEPA Ruling and any new responsive tariffs, including our ability to mitigate fully any such new tariffs, are uncertain and may include changes to operational and transaction costs; pricing or cost responses by customers, suppliers, and other supply chain partners; actions by other countries, including changes to counter‑tariffs or related trade agreements; and the potential for refund requests from our customers.

Removed

In addition, our financial outlook is subject to the impact of the Supreme Court of the United States ruling invalidating certain tariffs imposed under the International Emergency Economic Powers Act (the “IEEPA Ruling”). Impacts may include changes to operational and transaction costs; potential legislative or executive actions to reimpose similar tariffs; pricing or cost responses by customers, suppliers, and other supply chain partners; and actions by other countries, including changes to counter‑tariffs or related trade agreements. In addition, there remains uncertainty regarding the amount of, and process for obtaining, refunds of invalidated tariffs from the government and our vendors, as well as the potential for refund requests from our customers.

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The following table summarizes total aggregate year-over-year sales growth and the components thereof for the firstsecond quarter as compared to the comparable period of 2025:

Added

Sales growth in the three months ended July 3, 2026 (the “quarter” or the “second quarter”) and the six months ended July 3, 2026 (the “year-to-date period”) was driven by favorable pricing of 2.4% and 2.3%, respectively, volume growth of 4.3% and 3.8%, respectively, and favorable foreign currency translation.

Added

Geographically, core revenue growth in both the second quarter and the year-to-date period was driven primarily by strong demand in North America as well as solid growth in Latin America and Asia-Pacific, slightly offset by a decline in Europe, Middle East, and Africa (“EMEA”).

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Refer to the IOS and AHS segment sections for further detail.

Removed

Sales in the three months ended April 3, 2026 (the “quarter” or the “first quarter”) were driven by favorable pricing of 2.2%, volume growth of 3.1%, in part driven by additional year-over-year selling days in the quarter, and favorable foreign currency translation. Geographically, in the first quarter, core revenue growth was driven primarily by strong demand in North America and Western Europe. Refer to the IOS and AHS segment sections for further detail.

Reworded

In the firstsecond quarter, operating profit margin was 17.9%,19.1% compared to 16.6%16.7% in the comparable period of 2025, resulting in an increase of 130240 basis points due to:

Reworded

•The year-over-year favorable impacts from pricing, higher volume, reductions of excess cost through organizational streamlining, the favorable impact of foreign currency exchange rates and increased productivity measures through our FBS initiatives, and reductions of cost through organizational streamlining, partially offset by higher employee compensationcosts, product mix, and thegrowth unfavorable net impact of tariffs and related countermeasuresinvestments — favorable 12580 basis points

Reworded

•The year-over-year effect of all other items in the firstsecond quarter including +5070 basis points from amortization expense for existing businesses, +55 basis points from reduced discrete restructuring spending versus the comparable period, and +40 basis points from tariff refunds, partially offset by -20-5 basis points from unfavorable acquisition and divestiture-related impacts,impacts and— -25favorable 160 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating favorableprofit 5margin was 18.5% compared to 16.7% in the comparable period of 2025, resulting in an increase of 180 basis points due to:

Added

•The year-over-year favorable impacts from pricing, higher volume, reductions of cost through organizational streamlining, increased productivity measures through our FBS initiatives, and foreign currency translation, partially offset by higher employee costs, product mix, and growth investments — favorable 100 basis points

Added

•The year-over-year effect of all other items in the year-to-date period including +60 basis points from amortization expense for existing businesses, +20 basis points from tariff refunds, and +15 basis points from reduced discrete restructuring spending, partially offset by -15 basis points from unfavorable acquisition and divestiture-related impacts — favorable 80 basis points

Reworded

Sales growth in the firstsecond quarter and the year-to-date period was driven by favorable pricing of 2.1% across the segment,segment of 2.7% and 2.4%, respectively, volume growth of 3.1%,4.8% and 3.9%, respectively, primarily driven by professional instrumentation, facilities and asset lifecycle softwaresoftware, and gas detection products,detection, and favorable foreign currency translation. Geographically, in the first quarter, core revenue growth was driven primarily by strong demand in North America and Western Europe.

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Geographically, core revenue growth in both the second quarter and the year-to-date period was driven primarily by strong demand in North America, as well as solid growth in Latin America and Asia-Pacific, slightly offset by a decline in EMEA.

Reworded

In the firstsecond quarter, operating profit margin decreasedincreased 20230 basis points,points as compared to the comparable period of 2025,2025 due to:

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•The year-over-year effectfavorable effects of favorable pricing, higher volume, organizational streamlining, favorable impact from foreign currency exchange rates and increased productivity measures through our FBS initiatives, more than offset by product mix and higher employee compensation, the unfavorable net impact of tariffs and related countermeasures, and unfavorable mixcosts — unfavorablefavorable 1570 basis points

Reworded

•The year-over-year effect of all other items in the first quarter,items, including +3580 basis points from reductions in discrete restructuring spending, +45 basis points from amortization expense for existing businesses, moreand than+45 basis points from tariff refunds, slightly offset by -10 basis points in unfavorable acquisition and divestiture-related impacts,impacts and— -30favorable 160 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating unfavorableprofit 5margin increased 110 basis pointspoints, as compared to the comparable period of 2025 due to:

Added

•The year-over-year favorable effects of pricing, higher volume, increased productivity measures through our FBS initiatives, organizational streamlining, and foreign currency translation, offset by higher employee costs and product mix — favorable 30 basis points

Added

•The year-over-year effect of all other items, including +40 basis points from amortization expense for existing businesses, +25 basis points from reductions in discrete restructuring spending, and +25 basis points from tariff refunds, slightly offset by -10 basis points in unfavorable acquisition and divestiture-related impacts — favorable 80 basis points

Added

Sales growth in the second quarter and year-to-date period was driven by volume growth of 3.4% primarily driven by increased demand for sterilization products, favorable pricing across the segment of 1.9% and 2.1%, respectively, and favorable foreign currency translation.

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Geographically, core revenue growth was primarily driven by strong growth in North America and Latin America in both the second quarter and the year-to-date period.

Removed

Sales growth in the first quarter was driven by favorable pricing of 2.3% across the segment and volume growth of 3.5% which was driven by increased demand for sterilization products and dosimetry services, as well as favorable currency translation. Geographically, in the first quarter, core revenue growth was primarily driven by strong growth in North America.

Reworded

In the firstsecond quarter, operating profit margin increased 28010 basis pointspoints, as compared to the comparable period of 2025, due to:

Reworded

•Year-over-year favorable impact from pricing,favorable pricing and higher volume, organizationalmore streamlining, foreign currency exchange rates, and productivity measures through our FBS initiatives, partiallythan offset by product mix, higher employee compensationcosts and growth investments — favorableunfavorable 21575 basis points

Reworded

•The year-over-year effect of all other items in the firstsecond quarter, including +80120 basis points from amortization expense for existing businesses,businesses and +25 basis points from tariff refunds, slightly offset by -5-35 basis points from discrete restructuring plans and -25 basis points from net effects of acquired andbusinesses divested— businesses,favorable and -1085 basis points fromIn discretethe restructuringyear-to-date plansperiod, —operating favorableprofit 65margin increased 150 basis pointspoints, as compared to the comparable period of 2025, due to:

Added

•Year-over-year favorable impact from pricing, higher volume, and organizational streamlining, partially offset by higher employee costs, product mix, and growth investments — favorable 70 basis points

Added

•The year-over-year effect of all other items in the year-to-date period, including +100 basis points from amortization expense for existing businesses and +15 basis points from tariff refunds, offset by -20 basis points from discrete restructuring plans and -15 basis points from net effects of acquired businesses — favorable 80 basis points

Added

The year-over-year increase in gross profit during the second quarter and year-to-date period was driven by favorable pricing, higher volume, gains from productivity measures and FBS initiatives, and tariff refunds, partially offset by product mix and higher employee costs. The increase in the year-to-date period was also driven by favorable impacts from foreign currency exchange rates.

Removed

The year-over-year increase in gross profit was driven by favorable pricing, higher volume, and favorable impact from foreign currency exchange rates, partially offset by higher employee compensation and the net effect of tariffs and related countermeasures.

Reworded

The year-over-year increase in SG&A during the second quarter and year-to-date period was primarily due to higher employee compensation costs, in part from additional days in the quarter,costs and targeted growth investments to support innovation and commercial initiatives, partially offset by reductions of excess cost through organizational streamlining and benefits from productivity measures implemented through our FBS initiatives. The increase in SG&A in the year-to-date period also reflected unfavorable foreign currency translation.

Reworded

R&D, consisting principally of internal and contract engineering personnel costs, increased during the firstsecond quarter and year-to-date period as compared to the comparable period of 2025 due to ongoing investments in innovation.

Reworded

Net interest expense for the firstsecond quarter ofand $31.6year-to-date period was $35.4 million wasand relatively$67.0 flatmillion as compared to $32.0$32.1 million and $64.1 million in the comparable periodperiods in 2025. The year-over-year increases are due to a higher weighted average interest rate of the debt portfolio driven by the paydown of lower interest rate foreign currency debt and refinancing U.S. dollar-denominated senior notes. For discussion of our outstanding indebtedness, refer to Note 4 to the consolidated condensed financial statements.

Reworded

Our effective tax rate for the three and six months ended AprilJuly 3, 2026 was 16.6%,12.4% and 14.4%, respectively, as compared to 15.8%20.1% and 18.0%, for the three and six months ended MarchJune 28,27, 2025.2025, respectively. The increasedecrease in the effective tax rate for the three and six months ended AprilJuly 3, 2026 as compared to the three and six months ended MarchJune 28,27, 2025 was primarily related to the mix of earnings between jurisdictions and thechanges impactin ofvaluation discrete items.allowances.

Reworded

Our effective tax rate for the three and six months ended AprilJuly 3, 2026, differs from the U.S. federal statutory rate of 21% due primarily to the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in our uncertain tax position reserves.

Reworded

Comprehensive income decreased by $105$114 million during the firstsecond quarter as compared to the comparable period in 2025 due to unfavorable changes in foreign currency translation of $72$105 million, partially offset by a $24$46 million increase in net earnings from continuing operations and a $3 million increase from hedge adjustments.operations. Additionally, there was a $59$55 million decrease inof net earnings from discontinued operations.operations in the 2025 comparable period.

Added

Comprehensive income decreased by $219 million during the year-to-date period as compared to the comparable period in 2025 due primarily to unfavorable changes in foreign currency translation adjustments of $178 million, partially offset by a $70 million increase in net earnings from continuing operations. Additionally, there was $114 million of net earnings from discontinued operations in the 2025 comparable period.

Reworded

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity, which consist of available cash, our revolving credit facility, and access to commercial paper, bank loans, and capital markets, will be sufficient to allow us to continue funding and investing in our existing businesses, consummate strategic acquisitions, execute strategic separations, repurchase common stock, make interest and principal payments on our outstanding indebtedness, fulfill our contractual obligations, and manage our capital structure on a shortshort- and long-term basis.

Reworded

As of AprilJuly 3, 2026, we held approximately $356$374 million of cash and equivalents that were invested in highly liquid investment-grade instruments with a maturity of 90 days or less, of which approximately 90%91% was held outside of the United States.

Reworded

We generally satisfy any short-term liquidity needs that are not met through operating cash flows and available cash primarily through issuances under our Commercial Paper Programs, which are supported by our $2.0 billion Revolving Credit Facility. In addition to providing support for our Commercial Paper Programs, the Revolving Credit Facility can also be used for working capital and other general corporate purposes. As of AprilJuly 3, 2026, no borrowings were outstanding under the Revolving Credit Facility. We also may from time to time access the capital markets, including to take advantage of favorable interest rate environments or other market conditions.

Reworded

On JuneJuly 7,20, 2023,2026, we filed with the SEC an “automatic shelf” registration statement (the “Shelf Registration Statement”). Under the Shelf Registration Statement, we may from time to time sell shares of common stock, preferred stock, debt securities, depository shares, purchase contracts, purchase units, warrants and subscription rights in one or more offerings.

Reworded

We continue to monitor the financial markets, the stability of U.S. and international banks and general global economic conditions. In addition, our access to the capital markets and other financing sources is impacted by any change in our credit rating. If changes in financial markets or other areas of the economy or a downgrade in our credit rating adversely affect our access to the capital markets and other financing sources, we would expect to rely on a combination of available cash and existing available capacity under our credit facilities to provide short-term funding. As of AprilJuly 3, 2026, we expect to have sufficient liquidity to satisfy our cash needs for the foreseeable future.

Reworded

Operating cash flows from continuing operations were $220$519 million during the firstyear-to-date quarter,period, representing an increase of $29$122 million when compared to the comparable period of 2025. The year-over-year change in operating cash flows was primarily attributable to the following factors:

Reworded

•Year-over-year increase of $27$79 million in operating cash flows from net earnings,earnings from continuing operations, net of non-cash items (Amortization, Depreciation, and Stock-based compensation).

Reworded

•The aggregate cash generated from accounts receivable was entirely offset by cash used in inventories and trade accounts payable during the first quarter. The aggregate changes in accounts receivable, inventories, and trade accounts payable generatedused $18$1 million during the year-to-date period as compared to generating $43 million in the comparable period of 2025. The amount of cash flow generated from or used in a period depends upon how effectively we manage the cash conversion cycle, which can be impacted by timing of revenue and collection from customers, vendor cash disbursement, and purchases of materials and components for certain businesses.components.

Reworded

•The aggregate changes in prepaid expenses and other assets, and accrued expenses and other liabilities used $51$46 million of cash in the firstyear-to-date quarterperiod as compared to using $71$133 million of cash in the comparable period of 2025. The year-over-year changes were driven primarily by timing differences related to contract assets, contract liabilities, and payments of interest.interest and taxes.

Reworded

Investing cash outflows from continuing operations in the firstyear-to-date quarterperiod were $5$73 million greater than the comparable period of 2025, driven by a year-over-year increase in cash used for acquisitions and higher capital expenditures.

Removed

In the first quarter, financing activities from continuing operations used cash of $229 million, reflecting the following transactions:

Removed

•We incurred $592 million in net commercial paper borrowings.

Removed

•We repurchased 8.9 million shares of our common stock for approximately $500 million.

Removed

•We made dividend payments to common shareholders totaling $18 million.

Removed

•On February 13, 2026, Fortive repaid upon maturity the $292.9 million of outstanding principal of the 3.7% Euro-denominated senior unsecured notes due 2026 using net proceeds from the commercial paper programs.

Reworded

In the comparable 2025year-to-date period, financing activities from continuing operations used cash of $141$400 million, reflecting the following transactions:

Reworded

•We made dividend payments to common shareholders totaling $27$18 million.million in the first quarter. Dividends declared in the second quarter of $18 million were not paid to shareholders until July 6, 2026.

Added

•On February 13, 2026, Fortive repaid upon maturity the $293 million of outstanding principal of the 3.70% Euro-denominated senior unsecured notes due 2026 using net proceeds from the commercial paper programs.

Added

•On May 14, 2026, we completed the sale of our registered offering of the 2031 Notes and the 2036 Notes, yielding net proceeds of $1,089 million.

Added

•On June 15, 2026, Fortive repaid upon maturity the $900 million of outstanding principal of the 3.15% senior unsecured notes due 2026 using net proceeds from the 2031 and 2036 Notes.

Showing the first 60 of 66 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

FTV insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (1 insider, 2 trade dates, 56,219 shares, about $3.4M). Net open-market shares: -56,219 (purchases minus sales); net value about -$3.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-25Lassiter Wright Iii
Director
Small acquisition 5$55.92 $30025,766 SEC
2026-08-10Underwood Peter C
SVP - Chief Legal Officer
Open-market sale 8,662$61.59 $533.5K79,118 SEC
2026-07-02Soroye Olumide
Director, President & CEO
Shares withheld for tax 3,777$62.65 $236.6K254,186 SEC
2026-07-02Lassiter Wright Iii
Director
Small acquisition 4$62.12 $25725,761 SEC
2026-06-09Mitchell Kate
Director
Grant/award 3,350— —35,125 SEC
2026-06-09Moore Gregory J.
Director
Grant/award 3,350— —5,470 SEC
2026-06-09Sargent Jeannine P
Director
Grant/award 3,350— —27,754 SEC
2026-06-09Comas Daniel L
Director
Grant/award 3,350— —53,122 SEC
2026-06-09Dubey Sharmistha
Director
Grant/award 3,305$59.78 $197.6K37,895 SEC
2026-06-09Dubey Sharmistha
Director
Grant/award 4,895— —34,590 SEC
2026-06-09Hayes Rejji P
Director
Grant/award 3,350— —32,151 SEC
2026-06-09Hayes Rejji P
Director
Grant/award 2,175$59.78 $130.0K34,326 SEC
2026-06-09Lassiter Wright Iii
Director
Grant/award 3,350— —23,832 SEC
2026-06-09Lassiter Wright Iii
Director
Grant/award 1,925$59.78 $115.1K25,757 SEC
2026-06-09Desjourdy Amee
SVP - Chief People Officer
Grant/award 5,020— —49,670 SEC
2026-05-04Underwood Peter C
SVP - Chief Legal Officer
Open-market sale 47,557$60.81 $2.9M87,780 SEC
2026-05-04Underwood Peter C
SVP - Chief Legal Officer
Option exercise 47,557$28.92 $1.4M135,337 SEC

Well-known investors holding FTV (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Dodge & Cox COM2026-06-3043,979,772$2.7B1.41%Added 2%
Viking Global Investors (Andreas Halvorsen) COM2026-06-3019,934,762$1.2B3.47%Reduced 11%
Two Sigma Investments COM2026-06-303,209,327$196.1M0.15%New position
Renaissance Technologies COM2026-06-301,327,400$81.1M0.11%Added 18%
AQR Capital Management (Cliff Asness) COM2026-06-30576,387$34.9M0.01%Added 13%
Millennium Management (Israel Englander) COM2026-06-30326,986$20.0M0.01%Added 33%
D. E. Shaw & Co. COM2026-06-30291,140$17.8M0.01%Reduced 79%
Gotham Asset Management (Joel Greenblatt) COM2026-06-30210,397$12.9M0.03%Added 27%
Citadel Advisors (Ken Griffin) COM2026-06-30131,485$8.0M0.0%Reduced 58%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when FTV files, watchlists and downloadable comparisons.