424B5 1 ny20073596x4_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

File No. 333-282816

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 24, 2024)

$725,000,000

Veralto Corporation

4.850% Senior Notes due 2032

We are offering $725,000,000 aggregate principal amount of 4.850% senior notes due 2032 (the “notes”).

The notes will bear interest at the rate of 4.850% per annum and mature on January 15, 2032. The notes will pay interest semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

We may redeem the notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption price described herein under the caption “Description of Notes—Optional Redemption.” If a change of control triggering event (as defined herein) occurs, we may be required to repurchase some or all of the notes from their holders at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of Notes—Change of Control Triggering Event.” There will be no sinking fund for the notes.

The notes will be our unsecured, unsubordinated obligations and will rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness, and will rank senior to any subordinated indebtedness that we may incur. The notes will be effectively subordinated to all of our existing and any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and any future indebtedness and other liabilities of our subsidiaries.

Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefully before you make your investment decision. See “Risk Factors” beginning on page S-10 of this prospectus supplement, as well as documents we file with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference herein for more information.


	Public Offering Price⁽¹⁾	Underwriting Discount	Proceeds, Before Expenses, to Us
Per note	99.996%	0.600%	99.396%
Total	$724,971,000	$4,350,000	$720,621,000

(1)	Plus accrued interest, if any, from the date of original issuance.

Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are a new issue of securities with no established trading market. We do not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any quotation system.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”), on or about June 1, 2026.

Joint Book-Running Managers


BofA Securities	Citigroup	J.P. Morgan


Deutsche Bank Securities	HSBC	RBC Capital Markets

Co-Managers

Barclays

BNP PARIBAS

Scotiabank

US Bancorp

Wells Fargo

Securities

The date of this prospectus supplement is May 27, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			S-2
SUMMARY			S-5
RISK FACTORS			S-10
USE OF PROCEEDS			S-14
DESCRIPTION OF NOTES			S-15
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			S-28
UNDERWRITING			S-32
LEGAL MATTERS			S-37
EXPERTS			S-37
WHERE YOU CAN FIND MORE INFORMATION			S-38
INCORPORATION BY REFERENCE			S-39


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION BY REFERENCE			2
FORWARD-LOOKING STATEMENTS			3
RISK FACTORS			6
VERALTO CORPORATION			7
USE OF PROCEEDS			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			18
DESCRIPTION OF DEPOSITARY SHARES			26
DESCRIPTION OF SUBSCRIPTION RIGHTS			29
DESCRIPTION OF PURCHASE CONTRACTS			30
DESCRIPTION OF WARRANTS			31
DESCRIPTION OF UNITS			32
FORMS OF SECURITIES			33
PLAN OF DISTRIBUTION			35
LEGAL MATTERS			37
EXPERTS			37


Underwriters			Principal Amount of Notes
BofA Securities, Inc.			$130,500,000
Citigroup Global Markets Inc.			137,750,000
J.P. Morgan Securities LLC			137,750,000
Deutsche Bank Securities Inc.			58,000,000
HSBC Securities (USA) Inc.			58,000,000
RBC Capital Markets, LLC			58,000,000
Barclays Capital Inc.			29,000,000
BNP Paribas Securities Corp.			29,000,000
Scotia Capital (USA) Inc.			29,000,000
U.S. Bancorp Investments, Inc.			29,000,000
Wells Fargo Securities, LLC			29,000,000
Total			$725,000,000

SEC Form 424B5 filed by Veralto Corp