Veralto Corp

To assist you in reviewing the proposals to be acted upon at our 2026 annual meeting of shareholders (the Annual Meeting), below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Veralto Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Veralto’s Annual Report on Form 10-K for the year ended December 31, 2025 and the complete Proxy Statement. In this Proxy Statement, the terms “Veralto” or the “Company” refer to Veralto Corporation, Veralto Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Veralto Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.

2026 Annual Meeting of Shareholders

Voting Matters

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 102 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.

Company Overview

Veralto (NYSE: VLTO) is a global technology company headquartered in Waltham, Massachusetts, and home to leading companies and brands united by a common purpose: Safeguarding the World’s Most Vital Resources TM. Veralto companies help ensure billions of people around the world access clean water, safe food and trusted essential goods. Its businesses help deliver products and digital solutions through two primary segments:

•Water Quality, which provides water analytics and water treatment solutions to help analyze, monitor and improve water across industrial, environmental and research applications.

•Product Quality & Innovation, which delivers marking and coding systems, and packaging and color management technologies, and related software that support product safety, traceability and brand integrity across consumer goods, food and beverage, and industrial markets.

With approximately 17,000 associates and 2025 revenue of approximately $5.5 billion, Veralto combines a long-standing heritage of innovation and a portfolio of trusted, category-leading businesses — all bolstered by the Veralto Enterprise System, the company’s business system for driving operational excellence, growth and leadership. Veralto’s operating model emphasizes continuous improvement, customer-centric innovation and disciplined capital allocation to drive sustainable growth.

2025 Performance Highlights

In 2025, we grew our business, strengthened our portfolio, and delivered attractive value creation for all stakeholders. In doing so, three notable accomplishments stand out:

•We delivered on ourfinancial commitments

•We increased our growth investments

•We strengthened ourportfolio and increased ourdividend

Looking at our financial performance for the year, we delivered core sales growth, adjusted operating profit margin expansion, double-digit growth in adjusted earnings per share growth and strong cash flow. Our growth in 2025 demonstrates the durability of our businesses, fortified by the Veralto Enterprise System. Our simplification of VES and focus on leveraging high impact tools drove sales growth and margin expansion. Our results reflect our team’s focus and application of VES tools to enhance commercial architecture, improve funnel management and increase lead generation.

Corporate Governance Highlights

Our Board recognizes that Veralto’s success over the long term requires a robust framework of corporate governance that serves the best interests of all shareholders. In connection with our Board’s dedication to strong corporate governance, our Board has in recent years implemented the following corporate actions:

Board Structure and Composition:

Our Chair and CEO positions are separate, with an independent Chair.

Board composition is critical, and Veralto continues to seek to optimize the mix of skills and expertise represented on our Board, as evidenced by the appointment in 2024 of an additional independent director with new digital skills and expertise.

Our shareholders approved the phased declassification of our Board of Directors that provides for the annual election of directors after a sunset period starting with this Annual Meeting.

Annual assessment and determination of optimal Board leadership structure.

Executive sessions of the independent Directors at every regular meeting of the Board, without management present.

Annual independent Director evaluation of our Chair and CEO and continuous Director feedback.

Directors attended approximately 97% of Board and Committee meetings in 2025.

75% of members of the Audit Committee are audit committee financial experts.

All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.

Board Risk Oversight and Shareholder Engagement:

Full Board oversees the development and execution of the Company’s strategic plans.

We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.

Committee core areas of focus include financial integrity and legal compliance (Audit), corporate governance (NGC), and compensation and succession planning (Compensation).

Annual Board discussion of key significant risks identified in the Company’s Enterprise Risk Management (ERM) process and regular discussion of risks.

Directors have the ability to engage outside experts and consultants and to conduct independent investigations.

Board oversight and ongoing engagement with senior executives on key matters, including cybersecurity (Audit), organizational initiatives, human capital oversight and talent development, external engagement (NGC), and AI risk oversight.

We conduct multi-layered oversight of our sustainability program, disclosures and commitments by the Nominating and Governance Committee and the full Board.

Formalized and documented in the Corporate Governance Guidelines oversight of our human capital management by the full Board in coordination with the Compensation Committee.

Ongoing shareholder engagement.

We hold a say-on-pay advisory vote every year.

Governance Best Practices:

Eliminated supermajority voting requirements applicable to shares of common stock in our governance documents.

We have robust stock ownership requirements for our directors and executive officers.

We have no shareholder rights plan.

We maintain VES-focused orientation and continuing education programs for directors.

Executive compensation is linked to the achievement of corporate goals that drive long-term shareholder value, including sustainability, and in 2025, every member of the Veralto executive team had sustainability goals tied to their personal performance objectives.

We committed to equal pay for work of equal value for all our global associates by 2030.

We maintain a comprehensive clawback policy to both time-based and performance-based awards with expanded recoupment provisions beyond SEC requirements.

Conduct our annual self-assessment process to assess, in detail, the effectiveness of the Board and each of its Committees, with thoughtful, candid feedback.

Enhanced anti-overboarding provisions in our Corporate Governance Guidelines to limit directors who are public company executives.

Shareholder Engagement

We actively seek and highly value feedback from our shareholders. During 2025, our Investor Relations outreach efforts focused on engaging shareholders and investors in connection with topics including our business strategy, acquisitions, end market trends, financial performance, governance and sustainability initiatives. Attendees included members of our senior management. We shared feedback received during these meetings with our Board, informing their oversight.

Board of Directors

Below is an overview of each of the Class III director nominees you are being asked to elect at the Annual Meeting and of each of our continuing directors.

A = Audit Committee C = Compensation Committee N = Nominating and Governance Committee

Director Demographics

Skills and Experience

2025 Meeting Attendance

Sustainability at Veralto

ProductsOur products monitor, enhance and protect vital resources.•3.4 billion people around the world benefit from Hach solutions that help ensure clean water for daily use.•85 billion gallons of water that ChemTreat helped customers save.•14 trillion gallons of water treated and recycled through Trojan Technology systems.•10 billion products marked and coded daily by Videojet customers to support customers.Additionally, Veralto set an initial target for our EcoVadis responsible supply chain program to cover at least 40% of our annual supplier spend.

PlanetWe mitigate our impact on the planet by continually improving how we work.In 2025:•We advanced efforts related to our climate target to reduce our combined Scope 1+2 GHG emissions by 54.6% from a 2023 baseline by 2033.•We published a Water Stewardship Policy detailing Veralto’s commitments to responsible water management.•We committed to setting a Science-Based Target in 2026.•We participated in the CDP Climate and Water Security scorecards for the first time as a public company.

PeopleOur people create innovative solutions, breakthrough thinking, and a strong company community.•We committed to equal pay for work of equal value for all our global associates by 2030.•100% pay equity was maintained in the U.S. (gender/race). •Every member of the Veralto executive team had sustainability goals tied to their personal performance objectives, which are linked to compensation.

Unless otherwise noted, all data presented is as of December 31, 2024.

Executive Compensation Highlights

Overview of Executive Compensation Program

As discussed in detail under “Compensation Discussion and Analysis,” our executive compensation program is designed to build long-term shareholder value. To that end, the program is structured to:

•attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Veralto’s size, complexity and global footprint;

•motivate executives to deliver exceptional and sustained performance through a range of economic cycles; and

•link compensation to the achievement of corporate goals that drive long-term shareholder value.

To achieve these objectives, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with an emphasis on long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Veralto.

Compensation Governance

The Compensation Committee maintains a robust governance framework to ensure the long-term success of our executive compensation program. The Committee regularly reviews external compensation practices and trends to inform its decisions. The Company engages in leading compensation practices as follows:

Named Executive Officers’ 2025 Compensation

The Company believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives.

In 2025, the majority of executive compensation was tied to performance in the form of annual incentives and long-term equity compensation (such as performance share units). As displayed in the charts below, in 2025, 90.2% of the target direct compensation for Ms. Honeycutt was in the form of performance-based and/or equity-based compensation, with the remaining 9.8% set as base salary. For our other NEOs, 76.1% of their target direct compensation was performance-based and/or equity-based compensation with the remaining 23.9% set as base salary.

• These graphics represent our CEO’s and other named executive officers’ target total direct compensation for 2025, defined as base salary, target annual cash compensation target, and target (non GAAP) equity value.

We encourage you to read our Compensation Discussion and Analysis (CD&A), which begins on page 46 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our NEOs, as further described in the CD&A and compensation tables and in “Proposal 3 – Advisory Vote on Executive Compensation” beginning on page 100.