Veralto (VLTO) Risk Factor Changes

Veralto’s certificate of incorporation provides that, unless Veralto consents otherwise, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the feder…

The forum selection provisions under Veralto’s certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.

•the division of the Board into three classes of directors, which could have the effect of making the replacement of incumbent directors more time consuming and difficult;

Veralto’s certificate of incorporation and bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquire…

We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business (or related to the business operations of previously owned entities), inc…

reporting purposes and the strengthening of the U.S.

We have incurred a significant amount of debt, and our debt may continue to increase.

asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.

We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business.

upturn, suppliers from time to time extend lead times, limit supplies or increase prices.

We rely on information technology systems, some of which are provided and/or managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business info…

Our growth depends in part on the growth of the markets which we serve, and visibility into our markets can be limited (particularly for markets into which we sell through distribution).

•geopolitical instability arising from or related to military conflicts; and

If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in R&D of products and services that do not lead to significant revenue, which would…

The separation agreement and other agreements entered into in connection with the separation determine the allocation of assets and liabilities between the companies following the separation for those respective areas…

Veralto or Danaher may fail to perform under various transaction agreements that were executed as part of the separation or Veralto may fail to have necessary systems and services in place when certain of the transact…

Danaher will not be restricted from competing with Veralto.

Because of their current or former positions with Danaher, certain of Veralto’s executive officers and directors own equity interests in Danaher.

Certain of Veralto’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher.

acquisition, merger, liquidation, sale and stock redemption transactions.

To preserve the tax-free treatment for U.S.

Veralto may be affected by significant restrictions, including on its ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-relat…

In addition, under the tax matters agreement between Danaher and Veralto, Veralto is generally required to indemnify Danaher against taxes and related liabilities incurred by Danaher that result from a breach of any r…

The distribution, along with certain related transactions, was conditioned upon the receipt by Danaher of (i) the ruling from the IRS substantially to the effect that, among other things, the distribution, together wi…

If there is a determination that the separation and/or the distribution, together with certain related transactions, is taxable for U.S.

Pursuant to the separation agreement and certain other agreements with Danaher, Danaher will agree to indemnify Veralto for certain liabilities.

In connection with Veralto’s separation from Danaher, Danaher will indemnify Veralto for certain liabilities.

The separation agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make Veralto financially responsible for substantially all liabilities that may exist relating…

Potential indemnification liabilities to Danaher pursuant to the separation agreement could materially and adversely affect Veralto’s business and financial statements.

As an independent, publicly traded company, Veralto may become more susceptible to market fluctuations and other adverse events than it would have been if it were still a part of the current Danaher organizational str…

As an independent, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher.

Separation and Our Relationship with Danaher Risks

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complicated.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls.

If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our commo…

These forum selection provisions may limit the ability of Veralto’s stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Veralto or Veralto’s directors or officers,…

These exclusive forum provisions do not apply to actions arising under the Exchange Act or the rules and regulations thereunder.

incorporation further provides that, unless Veralto consents otherwise, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for th…

•a provision that stockholders may only remove directors with cause;

Veralto’s amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover

We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business (or related to the business operations of previously owned entities), inc…

Any of these risks can adversely impact our business and financial statements.

•Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.

•Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions; and

•In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.;

•Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, such as through compulsory licensing or owne…

•Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future;

•As we expand our operations globally, increasing amounts of our data, intellectual property and technology is used and stored in countries outside the United States, and regulations in certain countries require data…

•Joint ventures that we participate in can include restrictions that could compromise our control over the intellectual property, technology and proprietary information of the joint venture;

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to…

•in connection with acquisitions and joint ventures, we may enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpre…

•acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

•pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different period-to-period;

public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these entities.

•remaining uncertainties relating to the impact of the UK’s exit from the EU.

•public health crises and epidemics; and

If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in R&D of products and services that do not lead to significant revenue, which would…

and regulatory proceedings in excess of our reserves as of December 31, 2025 will have a material effect on our business or financial statements.

A decline in the strength of the U.S.

From time to time, we receive notices from third parties alleging intellectual property infringement or misappropriation of third parties’ intellectual property and cannot be certain that the conduct of our business d…

Our profitability could also be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality.

can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers or suppliers.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

We are in the early stages of incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings.

Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and financial statements.

exclusions for certain goods.

The U.S.

The U.S.