Form 4: Fortive VP Accrues Phantom Shares in Deferred Incentive Plan

Fortive's VP and Chief Accounting Officer, Christopher M. Mulhall, accrued additional phantom shares through dividend reinvestment in the company's Executive Deferred Incentive Program.

Summary

• Christopher M. Mulhall, Fortive Corp's VP Chief Accounting Officer, reported a transaction involving notional dividend accruals on phantom shares.
• The transaction occurred on September 26, 2025, within the Executive Deferred Incentive Program (EDIP) Fortive Stock Fund.
• A total of 6.604 phantom shares were acquired directly, and 1.268 phantom shares were acquired indirectly by a spouse, both at a price of $48.53 per share.
• Following these transactions, Mulhall beneficially owns 5,347.876 phantom shares directly and 1,026.64 phantom shares indirectly by a spouse.
• The number of phantom shares reflects an anti-dilution adjustment due to the spin-off of Ralliant Corporation from Fortive on June 28, 2025.
• Phantom shares convert on a one-to-one basis to common stock.
• Vesting for voluntary contributions to the EDIP Stock Fund is immediate (100%).
• Vesting for issuer contributions occurs 100% upon the earlier of death, retirement (5+ years service and age 55+), or one-tenth per year of participation after five years of participation.

Sentiment

Score: 5

Explanation: This is a routine insider transaction related to executive compensation (dividend accrual on phantom shares) and does not provide new information that would significantly alter the investment sentiment towards Fortive Corp. It is a neutral event.

Positives

• The accrual of phantom shares through notional dividends indicates ongoing participation and benefit from the company's performance by a key executive.
• The Executive Deferred Incentive Program (EDIP) serves as a mechanism to align executive interests with long-term shareholder value.

Future Outlook

The filing details the vesting conditions for phantom shares under the Executive Deferred Incentive Program, indicating that vested portions will be settled in the Issuer's common stock upon termination of employment. No other forward-looking statements or guidance are provided.

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.
• The total number of phantom shares reflects an anti-dilution adjustment applied as a result of the spin-off of Ralliant Corporation from the Issuer on June 28, 2025.

Industry Context

This transaction represents a routine executive compensation event, common across publicly traded companies. Executive deferred incentive programs are standard mechanisms used to attract, retain, and incentivize senior management by aligning their long-term financial interests with the company's performance.

Comparison to Industry Standards

• The Executive Deferred Incentive Program (EDIP) and the mechanism for notional dividend accruals on phantom shares are common components of executive compensation packages across various industries.
• This type of deferred compensation aligns with standard practices for retaining and incentivizing senior management in publicly traded companies.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine compensation event, but it reflects ongoing executive participation in the company's long-term incentive plans.
• Employees: No direct impact mentioned beyond the executive involved.

Key Dates

Recommendation

This Form 4 filing details a routine notional dividend accrual for an executive's deferred compensation plan. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transaction is part of a standard executive compensation structure and is not indicative of significant positive or negative developments for the stock.

Keywords

Fortive, FTV, SEC Form 4, Insider Transaction, Executive Compensation, Phantom Shares, Deferred Incentive Program, Dividend Accrual, Christopher M. Mulhall