Sec Form 4 Filing - Bystrom Mattias @ Veralto Corp - 2023-09-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bystrom Mattias 2. Issuer Name and Ticker or Trading Symbol Veralto Corp [ VLTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP-Prod. Quality & Innovation (Last) (First) (Middle) C/O VERALTO CORPORATION, 225 WYMAN ST., SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2023 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/30/2023 A( 1 ) 30,007 ( 2 ) ( 3 ) A 30,810 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee stock option (right to buy) $ 33.96 09/30/2023 A( 1 ) 9,069 ( 5 ) 11/15/2028 Common stock 9,069 ( 1 ) 9,069 D Employee stock option (right to buy) $ 33.96 09/30/2023 A( 1 ) 9,069 ( 5 ) 11/15/2028 Common stock 9,069 ( 1 ) 9,069 D Employee stock option (right to buy) $ 47.15 09/30/2023 A( 1 ) 5,088 ( 6 ) 07/15/2029 Common stock 5,088 ( 1 ) 5,088 D Employee stock option (right to buy) $ 52.4 09/30/2023 A( 1 ) 9,638 ( 7 ) 02/24/2030 Common stock 9,638 ( 1 ) 9,638 D Employee stock option (right to buy) $ 54.74 09/30/2023 A( 1 ) 3,232 ( 8 ) 05/15/2030 Common stock 3,232 ( 1 ) 3,232 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 3,951 ( 9 ) 02/24/2031 Common stock 3,951 ( 1 ) 3,951 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 8,411 ( 9 ) 02/24/2031 Common stock 8,411 ( 1 ) 8,411 D Employee stock option (right to buy) $ 90.73 09/30/2023 A( 1 ) 12,598 ( 10 ) 02/24/2032 Common stock 12,598 ( 1 ) 12,598 D Employee stock option (right to buy) $ 90.73 09/30/2023 A( 1 ) 5,905 ( 10 ) 02/24/2032 Common stock 5,905 ( 1 ) 5,905 D Employee stock option (right to buy) $ 90.32 09/30/2023 A( 1 ) 13,505 ( 11 ) 11/15/2032 Common stock 13,505 ( 1 ) 13,505 D Employee stock option (right to buy) $ 82.23 09/30/2023 A( 1 ) 21,108 ( 12 ) 12/24/2033 Common stock 21,108 ( 1 ) 21,108 D Employee stock option (right to buy) $ 80.36 09/30/2023 A( 1 ) 17,779 ( 13 ) 07/15/2033 Common stock 17,779 ( 1 ) 17,779 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bystrom Mattias C/O VERALTO CORPORATION 225 WYMAN ST., SUITE 250 WALTHAM, MA02451 SVP-Prod. Quality & Innovation Signatures /s/ James Tanaka, as attorney-in-fact 10/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents equity awards originally granted by Danaher Corporation ("Danaher") that have been converted into equity awards of Veralto Corporation ("Veralto") in connection with the spin-off of Veralto from Danaher (the "Spin-off"). ( 2 )Represents restricted stock units ("RSUs") issued by Danaher and converted into RSUs of Veralto, which remain unvested as of the Spin-off, including (i) 5,988 RSUs vesting in five equal annual installments beginning on November 15, 2019, (ii) 1,587 RSUs vesting in five equal annual installments beginning on July 15, 2020, (iii) 2,994 RSUs vesting in five equal annual installments beginning on February 24, 2021, (iv) 1,168 RSUs vesting in five equal annual installments beginning on May 15, 2021, (v) 2,709 RSUs vesting in five equal annual installments beginning on February 24, 2022, (continued in next footnote) ( 3 )(continued from previous footnote) (vi) 1,273 RSUs vesting in five equal annual installments beginning on February 24, 2022, (vii) 2,069 RSUs vesting in four equal annual installments beginning on February 24, 2023, (viii) 5,538 RSUs vesting in three equal annual installments beginning on November 15, 2024, (ix) 7,813 RSUs vesting in four equal annual installments beginning on February 24, 2024 and (x) 6,223 RSUs vesting in two equal installments beginning on July 15, 2026. ( 4 )Includes shares received in the Spin-off with respect to shares of Danaher common stock held prior to the Spin-off. ( 5 )Represents stock options that vest in five equal annual installments beginning on November 15, 2019, subject to continued employment. ( 6 )Represents stock options that vest in five equal annual installments beginning on July 15, 2020, subject to continued employment. ( 7 )Represents stock options that vest in five equal annual installments beginning on February 24, 2021, subject to continued employment. ( 8 )Represents stock options that vest in five equal annual installments beginning on May 15, 2021, subject to continued employment. ( 9 )Represents stock options that vest in five equal annual installments beginning on February 24, 2022, subject to continued employment. ( 10 )Represents stock options that vest in four equal annual installments beginning on February 24, 2023, subject to continued employment. ( 11 )Represents stock options that vest in three equal annual installments beginning on November 15, 2024, subject to continued employment. ( 12 )Represents stock options that vest in four equal annual installments beginning on February 24, 2024, subject to continued employment. ( 13 )Represents stock options that vest in two equal annual installments beginning on July 15, 2026, subject to continued employment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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