Sec Form 4 Filing - Trivedi Surekha @ 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 Trivedi Surekha 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, Strategy & Sustainability (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 ) 12,976 ( 2 ) A 12,976 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) $ 33.19 09/30/2023 A( 1 ) 7,399 ( 3 ) 02/24/2028 Common stock 7,399 ( 1 ) 7,399 D Employee stock option (right to buy) $ 37.92 09/30/2023 A( 1 ) 9,907 ( 4 ) 02/24/2029 Common stock 9,907 ( 1 ) 9,907 D Employee stock option (right to buy) $ 47.78 09/30/2023 A( 1 ) 26,520 ( 3 ) 11/15/2029 Common stock 26,520 ( 1 ) 26,520 D Employee stock option (right to buy) $ 52.4 09/30/2023 A( 1 ) 7,722 ( 5 ) 02/24/2030 Common stock 7,722 ( 1 ) 7,722 D Employee stock option (right to buy) $ 54.74 09/30/2023 A( 1 ) 5,537 ( 6 ) 05/15/2030 Common stock 5,537 ( 1 ) 5,537 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 19,755 ( 7 ) 02/24/2031 Common stock 19,755 ( 1 ) 19,755 D Employee stock option (right to buy) $ 74.51 09/30/2023 A( 1 ) 7,902 ( 7 ) 02/24/2031 Common stock 7,902 ( 1 ) 7,902 D Employee stock option (right to buy) $ 90.73 09/30/2023 A( 1 ) 6,300 ( 8 ) 02/24/2032 Common stock 6,300 ( 1 ) 6,300 D Employee stock option (right to buy) $ 83.23 09/30/2023 A( 1 ) 9,743 ( 9 ) 02/24/2033 Common stock 9,743 ( 1 ) 9,743 D Veralto Excess Contribution Program - Veralto Stock Fund ( 10 ) $ 0 ( 11 ) 09/30/2023 A( 1 ) 1,191 ( 12 ) ( 12 ) Common stock 1,191 ( 1 ) 1,190 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trivedi Surekha C/O VERALTO CORPORATION 225 WYMAN ST., SUITE 250 WALTHAM, MA02451 SVP, Strategy & Sustainability 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) 3,069 RSUs vesting in five equal annual installments beginning on February 24, 2020, (ii) 2,395 RSUs vesting in five equal annual installments beginning on February 24, 2021, (iii) 1,991 RSUs vesting in five equal annual installments beginning on May 15, 2021, (iv) 2,545 RSUs vesting in five equal annual installments beginning on February 24, 2022, (v) 6,361 RSUs vesting in five equal annual installments beginning on February 24, 2022, (vi) 2,207 RSUs vesting in four equal annual installments beginning on February 24, 2023, and (vii) 3,607 RSUs vesting in four equal annual installments beginning on February 24, 2024. ( 3 )Represent stock options that are fully vested. ( 4 )Represents stock options that vest in five equal annual installments beginning on February 24, 2020, subject to continued employment. ( 5 )Represents stock options that vest in five equal annual installments beginning on February 24, 2021, subject to continued employment. ( 6 )Represents stock options that vest in five equal annual installments beginning on May 15, 2021, subject to continued employment. ( 7 )Represents stock options that vest in five equal annual installments beginning on February 24, 2022, subject to continued employment. ( 8 )Represents stock options that vest in four equal annual installments beginning on February 24, 2023, subject to continued employment. ( 9 )Represents stock options that vest in four equal annual installments beginning on February 24, 2024, subject to continued employment. ( 10 )Represents phantom shares in Veralto's stock fund (the "ECP Stock Fund") under the Veralto Corporation Excess Contribution Program (the "ECP"). Upon termination of employment, the vested portion of the ECP Stock Fund is settled in Veralto common stock. ( 11 )The notional shares convert on a one-for-one basis. ( 12 )The vesting terms and manner and form of distribution of amounts contributed or deferred under the ECP 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.

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