Form 4: Ralliant CEO's Phantom Share Accrual

Ralliant Corp's President and CEO, Tamara S. Newcombe, accrued 13.3 phantom shares in the company's Executive Deferred Incentive Program.

Summary

• Tamara S. Newcombe, President and CEO, and a Director of Ralliant Corp, reported a transaction involving derivative securities.
• The transaction occurred on September 23, 2025, and involved the acquisition of 13.3 phantom shares in the Executive Deferred Incentive Program (EDIP) Stock Fund.
• These phantom shares represent notional dividend accruals, with the value based on Ralliant's common stock closing price of $44.06 on the transaction date.
• The notional shares are designed to settle in Ralliant's common stock on a one-to-one basis.
• Following this transaction, Ms. Newcombe beneficially owns 11,740.7 phantom shares in the EDIP Stock Fund.
• The total amount of phantom shares includes those converted from Fortive's Executive Deferred Incentive Program during Ralliant's separation from Fortive Corporation.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report, indicating a standard executive compensation event. It has a neutral impact on the company's overall sentiment as it reflects normal business operations rather than significant positive or negative news.

Positives

• The accrual of phantom shares aligns the executive's interests with shareholder value, as the shares are tied to the company's common stock performance.
• The EDIP provides a mechanism for long-term incentive and retention for key management personnel.

Negatives

• No explicit negative information was disclosed in this routine insider transaction report.

Risks

• No specific risks were mentioned in this Form 4 filing.

Future Outlook

The Executive Deferred Incentive Program (EDIP) includes a vesting schedule for issuer contributions, with full vesting occurring upon the earlier of the reporting person's death, retirement after five years of service and reaching age 55, or one-tenth per year of participation after five years. Vested portions will settle in Ralliant's common stock upon termination of employment.

Management Comments

• The transaction reflects a routine accrual of notional dividends within the Executive Deferred Incentive Program, aligning executive compensation with long-term company performance.

Industry Context

This filing represents a standard insider transaction related to executive compensation, common across publicly traded companies. Executive Deferred Incentive Programs are a typical component of compensation packages designed to retain key talent and align management interests with long-term shareholder value, particularly in established corporations like Ralliant Corp.

Comparison to Industry Standards

• Executive Deferred Incentive Programs (EDIPs) are a common form of long-term incentive compensation for senior executives in large corporations, similar to those offered by peers in the industrial or technology sectors (e.g., Honeywell, Danaher, Fortive).
• The one-to-one settlement of phantom shares into common stock is a standard practice, ensuring direct alignment with equity performance.
• Vesting schedules tied to service, age, or specific participation periods are typical for such programs, aiming to incentivize long-term commitment and performance.

Related Party Transactions

• The transaction involves an executive (Tamara S. Newcombe) and the issuer (Ralliant Corp) through an established executive compensation program, which is a form of related party dealing inherent to insider transactions.

Stakeholder Impact

• Shareholders: Minor positive impact due to increased alignment of executive incentives with long-term shareholder value. No direct dilution from this specific accrual, as it's phantom shares.
• Employees: No direct impact on general employees, but reinforces the company's executive compensation structure.
• Management: The EDIP provides a long-term incentive and retention mechanism for the President and CEO.

Next Steps

• Continued accrual of notional dividends in the EDIP Stock Fund for eligible participants.
• Future settlement of vested phantom shares into Ralliant Corp common stock upon specific vesting conditions or termination of employment.

Key Dates

Keywords

Ralliant Corp, RAL, Form 4, Insider Transaction, Tamara S. Newcombe, Executive Deferred Incentive Program, Phantom Shares, Executive Compensation, Director, CEO