Form 4: Fortive SVP Acquires Additional Notional Shares Through Deferred Incentive Program

Fortive Corp's SVP and Chief Legal Officer, Peter C. Underwood, acquired 10.336 notional shares in the company's Executive Deferred Incentive Program stock fund on June 27, 2025, increasing his total beneficial ownership to 9,260.955 notional shares.

Summary

• Peter C. Underwood, SVP Chief Legal Officer of Fortive Corp (FTV), acquired 10.336 notional shares in the Executive Deferred Incentive Program (EDIP) Fortive Stock Fund.
• The transaction occurred on June 27, 2025.
• The notional shares were acquired at a price of $71.6 per share, based on the closing price of Fortive's common stock on the transaction date.
• Following this acquisition, Mr. Underwood beneficially owns 9,260.955 notional shares in the EDIP Stock Fund.
• These notional shares represent dividend accruals on phantom shares and convert to common stock on a one-to-one basis.
• Voluntary contributions to the EDIP Stock Fund vest immediately at 100%.
• Issuer contributions vest 100% upon the earlier of death, or retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation.
• Vested portions of the EDIP Stock Fund are settled in Fortive's common stock upon termination of employment.

Sentiment

Score: 7

Explanation: The filing indicates a routine executive compensation transaction, specifically the accrual of notional shares through a deferred incentive program. This is generally positive as it aligns executive interests with long-term shareholder value and is a standard practice for executive retention. There are no negative implications or risks disclosed.

Positives

• Acquisition of additional notional shares by a senior executive indicates continued alignment of management's interests with shareholder value.
• Participation in the Executive Deferred Incentive Program (EDIP) provides a mechanism for long-term retention and incentivization of key personnel.

Future Outlook

The document details the vesting schedule for notional shares under the Executive Deferred Incentive Program, indicating future settlement in Fortive's common stock upon specific conditions such as retirement or termination of employment, aligning executive incentives with long-term company performance.

Management Comments

• The reported securities are notional dividend accruals on phantom shares in the Fortive stock fund (the 'EDIP Stock Fund') under Fortive's Executive Deferred Incentive Program (the 'EDIP').
• The number of phantom shares accrued as a result of such notional dividend accruals is based on the closing price of the Issuer's common stock as reported on the NYSE on the date such dividend accruals are credited to the EDIP Stock Fund.
• The notional shares convert on a one-to-one basis.
• The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund.
• The Reporting Person will vest in all contributions to the EDIP Stock Fund by the Issuer as follows: 100% upon the earlier of the Reporting Person's death, or upon retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the EDIP.
• Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock.

Industry Context

This Form 4 filing reflects a routine insider transaction related to executive compensation, specifically dividend accruals within a deferred incentive program. Such programs are common across industries to align executive interests with long-term shareholder value and retain key talent, particularly in established industrial technology companies like Fortive.

Comparison to Industry Standards

• Deferred compensation plans, including those with phantom stock or notional share components, are standard practice for executive remuneration in large publicly traded companies across various sectors, including industrial technology.
• The vesting schedules, which often include provisions for retirement or long-term service, are typical for encouraging executive retention and long-term commitment.
• The one-to-one conversion of notional shares to common stock is a straightforward and common mechanism for such plans.

Stakeholder Impact

• Shareholders: The transaction aligns executive incentives with shareholder interests through equity-based compensation, potentially fostering long-term value creation.
• Employees: The Executive Deferred Incentive Program (EDIP) serves as a retention tool for senior management, contributing to leadership stability.

Next Steps

• Continued accrual of notional shares based on future dividends and stock price performance within the EDIP.
• Future settlement of vested notional shares into Fortive common stock upon specific conditions such as retirement or termination of employment.

Key Dates

Recommendation

Keywords

Fortive Corp, FTV, Form 4, Insider Transaction, Executive Deferred Incentive Program, EDIP, Notional Shares, Phantom Shares, Executive Compensation, Beneficial Ownership, Peter C. Underwood