Sec Form 4 Filing - Honeycutt Jennifer @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Honeycutt Jennifer 2. Issuer Name and Ticker or Trading Symbol Veralto Corp [ VLTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (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 ) 101,975 ( 2 ) A 103,150 ( 3 ) D Common Stock 10/02/2023 A 17,624 ( 4 ) A $ 0 ( 4 ) 17,624 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) $ 22.04 09/30/2023 A( 1 ) 28,019 ( 5 ) 02/24/2026 Common stock 28,019 ( 1 ) 28,019 D Employee stock option (right to buy) $ 26.61 09/30/2023 A( 1 ) 11,553 ( 5 ) 11/15/2026 Common stock 11,553 ( 1 ) 11,553 D Employee stock option (right to buy) $ 28.76 09/30/2023 A( 1 ) 31,938 ( 5 ) 02/24/2027 Common stock 31,938 ( 1 ) 31,938 D Employee stock option (right to buy) $ 33.19 09/30/2023 A( 1 ) 34,691 ( 5 ) 02/24/2028 Common stock 34,691 ( 1 ) 34,691 D Employee stock option (right to buy) $ 37.92 09/30/2023 A( 1 ) 39,570 ( 6 ) 02/24/2029 Common stock 39,570 ( 1 ) 39,570 D Employee stock option (right to buy) $ 43.79 09/30/2023 A( 1 ) 11,104 ( 7 ) 05/15/2029 Common stock 11,104 ( 1 ) 11,104 D Employee stock option (right to buy) $ 52.4 09/30/2023 A( 1 ) 38,523 ( 8 ) 02/24/2030 Common stock 38,523 ( 1 ) 38,523 D Employee stock option (right to buy) $ 62.93 09/30/2023 A( 1 ) 36,068 ( 9 ) 07/15/2030 Common stock 36,068 ( 1 ) 36,068 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 9,877 ( 10 ) 02/24/2031 Common stock 9,877 ( 1 ) 9,877 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 53,309 ( 11 ) 02/24/2031 Common stock 53,309 ( 1 ) 53,309 D Employee stock option (right to buy) $ 90.73 09/30/2023 A( 1 ) 51,175 ( 11 ) 02/24/2032 Common stock 51,175 ( 1 ) 51,175 D Employee stock option (right to buy) $ 83.23 09/30/2023 A( 1 ) 56,829 ( 12 ) 02/24/2033 Common stock 56,829 ( 1 ) 56,829 D Employee stock option (right to buy) $ 85.12 09/30/2023 A( 1 ) 33,183 ( 13 ) 10/02/2033 Common stock 33,183 ( 1 ) 33,183 D Employee stock option (right to buy) $ 85.12 10/02/2023 A( 1 ) 6,637 ( 14 ) 10/02/2033 Common stock 6,637 ( 1 ) 6,637 D Veralto Exec Deferred Incentive Program - Veralto Stock Fund ( 15 ) $ 0 ( 16 ) 09/30/2023 A( 1 ) 44,160 ( 17 ) ( 17 ) Common stock 44,160 ( 1 ) 44,160 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Honeycutt Jennifer C/O VERALTO CORPORATION 225 WYMAN ST., SUITE 250 WALTHAM, MA02451 X President and CEO 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 performance stock units and restricted stock units ("RSUs") issued by Danaher and converted into RSUs of Veralto. 77,342 RSUs have vested and 24,633 remain unvested as of the Spin-off, including (i) 12,273 RSUs vesting in five equal annual installments beginning on February 24, 2020, (ii) 3,443 RSUs vesting in three equal annual installments beginning on May 15, 2022 and (iii) 21,028 RSUs vesting in four equal annual installments beginning on February 24, 2024. The exact number of such shares that relate to previously granted performance share units is estimated for purposes of this Form 4; however the final performance metrics have not yet been finally calculated and could result in a change of the number of shares. If the number of shares changes, an amended form 4 will be filed by the Reporting Person. ( 3 )Includes shares received in the Spin-off with respect to shares of Danaher common stock held prior to the Spin-off. ( 4 )Represents (i) 14,686 RSUs granted in connection with the Separation that will vest in two equal annual installments beginning October 2, 2026, and (ii) 2,938 RSUs granted in connection with the Separation that will vest in three equal annual installments beginning on October 2, 2024, subject to continued employment. ( 5 )Represent stock options that are fully vested. ( 6 )Represents stock options that vest in five equal annual installments beginning on February 24, 2020, subject to continued employment. ( 7 )Represents stock options that vest in three equal annual installments beginning on May 15, 2022, subject to continued employment. ( 8 )Represents stock options that vest in three equal annual installments beginning on February 24, 2023, subject to continued employment. ( 9 )Represents stock options that vest in three equal annual installments beginning on July 15, 2023, subject to continued employment. ( 10 )Represents stock options that vest in three equal annual installments beginning on February 24, 2024, subject to continued employment. ( 11 )Represents stock options that vest in two equal annual installments beginning on February 24, 2025, subject to continued employment. ( 12 )Represents stock options that vest in two equal annual installments beginning on February 24, 2026, subject to continued employment. ( 13 )Represents stock options granted in connection with the Separation that will vest in two equal annual installments beginning on October 2, 2026, subject to continued employment. ( 14 )Represents employee stock options granted in connection with the Separation that will vest in three equal annual installments beginning on October 2, 2024, subject to continued employment. ( 15 )Represents phantom shares in Veralto's stock fund (the "EDIP Stock Fund") under the Veralto Corporation Executive Deferred Compensation Program (the "EDIP"). Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Veralto common stock. ( 16 )The notional shares convert on a one-for-one basis. ( 17 )The vesting terms and manner and form of distribution of amounts contributed or deferred under the EDIP are based upon the provisions of the plan, which provisions are summarized in the Registration Statement on Form 10 filed by Veralto with the Securities and Exchange Commission.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.