Form 4: Veralto Director Receives Future Equity Grants Under 10b5-1 Plan

Veralto Corp Director Shyam Kambeyanda was granted 818 restricted stock units and 2,265 stock options, effective July 15, 2025, as part of a pre-planned transaction.

Summary

• Shyam Kambeyanda, a Director of Veralto Corp (VLTO), was granted equity awards.
• The grants include 818 shares of Common Stock as Restricted Stock Units (RSUs) with a transaction price of $0, effective July 15, 2025.
• These RSUs vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of Veralto's shareholders following the grant date.
• The underlying shares for the RSUs are not issued until the earlier of the director's death or the first day of the seventh month following the director's retirement from Veralto's Board.
• Additionally, 2,265 Director Stock Options (Right to Buy) were granted with an exercise price of $100.95, effective July 15, 2025.
• These stock options are fully vested as of the grant date, July 15, 2025, and expire on July 15, 2035.
• Following these transactions, Shyam Kambeyanda beneficially owns 2,371 shares of Common Stock directly and 5,860 derivative securities (stock options) directly.

Sentiment

Score: 7

Explanation: The document reports routine equity compensation for a director, which is a positive for the individual's alignment with the company but neutral for the company's immediate financial outlook or strategic direction.

Positives

• The Director received equity compensation, aligning their interests with shareholders.
• The stock options granted are fully vested as of the grant date, providing immediate exercisability.

Future Outlook

The restricted stock units are subject to future vesting conditions, either on the first anniversary of the grant date or prior to the next annual shareholder meeting. The underlying shares for RSUs will be issued upon the earlier of the director's death or the first day of the seventh month following retirement. The stock options are immediately vested and exercisable until their expiration in 2035.

Industry Context

The grant of equity awards to non-employee directors is a common practice across industries, serving to align the interests of the board with those of shareholders and to provide competitive compensation.

Related Party Transactions

• The equity grants to Shyam Kambeyanda, a Director of Veralto Corp, constitute a related party transaction as they involve compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The issuance of new equity awards may result in minor future dilution, but it also aligns the director's interests with shareholder value creation.
• Director: The grants provide a significant component of compensation and an incentive to contribute to the company's long-term success.

Next Steps

• Vesting of the restricted stock units based on the specified conditions.
• Potential future exercise of the stock options by the director.

Key Dates

Keywords

Veralto Corp, VLTO, SEC Form 4, Insider Transaction, Equity Grant, Restricted Stock Units, Stock Options, Director Compensation, 10b5-1 Plan