UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41770 Washington, D.C. 20549 ____________________________________ FORM 10-K VERALTO CORPORATION (Exact name of registrant as specified in its charter) | Delaware | | ...

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With a market cap of around $23 billion, Veralto Corporation (VLTO) is a global provider of water analytics, water treatment, and product quality solutions, operating through its Water Quality and Product Quality & Innovation segments. It serves industries such as municipal utilities, food and beverage, pharmaceuticals, and industrials through well-known brands including Hach, Trojan Technologies, Videojet, Esko, X-Rite, and Pantone. Shares of the Waltham, Massachusetts-based company have lagged behind t ...

Core Viewpoint - Veralto Corporation (NYSE: VLTO) is currently considered one of the best IPO stocks to buy, despite recent price target adjustments by analysts [1]. Analyst Ratings and Price Targets - UBS analyst Joshua Spector lowered the price target for Veralto to $102 from $109 while maintaining a Neutral rating [1][6]. - Stifel analyst Nathan Jones reduced the price target to $118 from $120, keeping a Buy rating, noting that modest misses in earnings compared to consensus estimates have led to significant share price declines [2]. - Barclays analyst William Grippin also adjusted the price target for Veralto to $117 from $121, maintaining an Overweight rating, attributing the stock's recent decline to broader market dynamics rather than company-specific issues [3]. Company Overview - Veralto Corporation provides services in water analytics, water treatment, marking and coding, and packaging and color solutions globally, operating through two segments: Water Quality and Product Quality & Innovation [4].

Core Insights - Veralto experienced broad-based growth in 2025, with total sales reaching an all-time high of $5.5 billion, marking a 6% increase year-over-year, and core sales growing by 4.7% [3][8] - The company reported strong fourth-quarter results, with sales rising 3.8% to nearly $1.4 billion and adjusted EPS increasing by 9% to $1.04 [14][15] - Management expects low- to mid-single-digit core sales growth for 2026, with adjusted EPS guidance of $4.10 to $4.20 [6][19] Financial Performance - Total sales for the year increased by 6% to $5.5 billion, with adjusted EPS rising 10% to $3.90, and free cash flow exceeding $1 billion [3][8] - Fourth-quarter gross profit increased by 3.4% to $828 million, with a gross margin of 59.3% and adjusted operating margin improving by 80 basis points to 24.6% [15] - The company generated $291 million in free cash flow in the fourth quarter, representing a 115% conversion of GAAP net income [15] Regional and Segment Performance - North America accounted for about 70% of revenue, with core sales growth of 5.3%, while Western Europe saw a 3.8% increase [1][9] - In the Water Quality segment, fourth-quarter sales grew 4.3% to $846 million, with core sales up 1.4% [16] - The PQI segment reported fourth-quarter sales growth of 3% to $550 million, with core sales up 1.8% [17] Strategic Actions - The company announced a $750 million share repurchase program and an 18% increase in dividends [2] - Veralto completed the acquisition of In-Situ for approximately $80 million in 2025 sales, aiming to expand into environmental water and hydrology analytics [7][12] - Management highlighted increased R&D investment leading to several product launches, including a new ammonia analyzer and AI-enabled packaging solutions [10][11] 2026 Guidance and Expectations - For 2026, management anticipates low- to mid-single-digit core sales growth and mid- to high-single-digit total sales growth, with a currency tailwind of 100-150 basis points [18][19] - The company expects approximately 25 basis points of adjusted operating margin expansion, including 50 basis points of improvement in the core business [19] - First-quarter 2026 guidance suggests core sales ranging from flat to low-single digits, with adjusted EPS expected between $0.97 and $1.01 [20][21]

Key Takeaways VLTO posted Q4 adjusted EPS of $1.04, beating estimates by 6.1% as margins expanded year over year.Veralto guided to flat-to-low single-digit Q1 2026 core sales and modest full-year growth.Veralto guided to flat-to-low single-digit Q1 2026 core sales and modest full-year growth.Veralto’s (VLTO) fourth-quarter and full-year 2025 results were objectively solid, marked by earnings growth, margin resilience and strong cash generation. Yet the market’s response has been noticeably restrained.Shares ...

Core Insights - Nathan Jones from Stifel Nicolaus set a price target of $118 for Veralto Corp (NYSE: VLTO), indicating a potential increase of about 30.6% from the current stock price of $90.35 [1][6] Financial Performance - In 2025, Veralto reported a 6% increase in total sales, reaching $5.5 billion, with core sales growth at 4.7% [2][6] - The company achieved double-digit growth in adjusted earnings per share and generated over $1 billion in free cash flow, highlighting its solid financial standing [2] Strategic Initiatives - Veralto has implemented a $750 million share repurchase program and an 18% dividend increase to strengthen its financial position [3][6] - The acquisition of In-Situ has expanded Veralto's Water Analytics portfolio, allowing entry into the growing environmental water and hydrology markets [3] Future Outlook - Looking ahead to 2026, Veralto expects continued core sales growth and margin expansion driven by strong product demand [4] - The company faced challenges in the fourth quarter, with core sales growth at 1.6% due to price increases and slight volume declines, alongside impacts from tariffs and growth investments on incremental margins [4] Quarterly Earnings - Veralto reported impressive quarterly earnings of $1.04 per share, surpassing the Zacks Consensus Estimate of $0.98, marking a 6.01% earnings surprise [5] - Although revenues for the quarter were slightly below estimates, they improved from the previous year, demonstrating Veralto's resilience in a competitive market [5]

Financial Data and Key Metrics Changes - Total sales for 2025 grew 6% year-over-year to $5.5 billion, marking an all-time high [8] - Adjusted earnings per share (EPS) was $3.90, up 10% year-over-year, indicating the second consecutive year of double-digit EPS growth [8] - Free cash flow exceeded $1 billion, strengthening the company's financial position [9] - In Q4, total sales grew 3.8% year-over-year to nearly $1.4 billion, with core sales growing 1.6% [22] Business Line Data and Key Metrics Changes - Water Quality segment delivered $846 million in total sales, up 4.3% year-over-year, with core sales growth of 1.4% [24] - PQI segment total sales grew 3% year-over-year to $550 million, with core sales growth of 1.8% [25] - Both segments experienced steady underlying demand, with price increases contributing to sales growth [22][24] Market Data and Key Metrics Changes - Core sales in North America grew 5.3%, while Western Europe saw a 3.8% increase [9] - High-growth markets experienced a 5.1% increase in core sales year-over-year, led by Latin America, India, and the Middle East [12] - Core sales growth in China was modest, primarily driven by PQI [12] Company Strategy and Development Direction - The company aims for continued core sales growth and margin expansion, targeting mid- to high-single-digit adjusted EPS growth for 2026 [17][30] - Strategic acquisitions, such as In-Situ, are expected to enhance the company's water analytics portfolio and address freshwater challenges [18][20] - The focus remains on disciplined capital allocation and creating long-term shareholder value through M&A opportunities [29][80] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in steady demand for products and services due to the essential need for clean water and safe food [7][33] - The company anticipates another year of core sales growth in 2026, supported by a durable business model and strong secular growth drivers [33] - Management noted that underlying demand remains steady across both municipal and industrial markets, with government funding continuing to flow [41] Other Important Information - The company established a $750 million share repurchase program and announced an 18% increase in its dividend [7][29] - The acquisition of In-Situ was completed early in 2026, funded with cash on hand [28] Q&A Session Summary Question: Expectations on municipal CapEx and demand trends - Management sees steady demand across municipal and industrial markets, with strong growth in industrial sectors like data centers and government funding supporting municipal demand [40][41] Question: Impact of DRAM supply and pricing - The company's exposure to DRAM is minimal, and no material impact is expected [42] Question: Margin expansion guidance and cost considerations - Management expects 50 basis points of margin expansion, driven by pricing and the rolling off of tariff-related headwinds [50][52] Question: Data center growth potential - Data center sales are still a small part of the business but are growing double digits; however, they are not expected to be a meaningful contributor to core growth in 2026 [54] Question: PQI performance related to high protein boom - Demand in CPG markets remains stable, with opportunities arising from changes in packaged foods and dietary requirements [61] Question: Geographic performance in Western Europe - The year-over-year performance was impacted by three fewer shipping days, but overall execution was strong [62] Question: EPS growth guidance and market conditions - Management is being prudent with EPS growth guidance due to macro uncertainties, but underlying demand remains solid [70] Question: Integration plans for In-Situ acquisition - The company is excited about top-line synergies and plans to leverage complementary product portfolios to accelerate growth [82]

Financial Data and Key Metrics Changes - Total sales grew 6% year-over-year to $5.5 billion, marking an all-time high [8] - Adjusted earnings per share (EPS) was $3.90, up 10% year-over-year, indicating the second consecutive year of double-digit EPS growth [8] - Generated over $1 billion of free cash flow, strengthening the financial position [9] - In Q4, total sales grew 3.8% year-over-year to nearly $1.4 billion, with core sales growing 1.6% [22] Business Line Data and Key Metrics Changes - Water Quality segment delivered $846 million in total sales, up 4.3% year-over-year, with core sales growth of 1.4% [24] - PQI segment total sales grew 3% year-over-year to $550 million, with core sales growth of 1.8% [25] - Both segments experienced steady underlying demand, with pricing increases contributing to sales growth [22][24][25] Market Data and Key Metrics Changes - Core sales in North America grew 5.3%, while Western Europe saw a growth of 3.8% [9] - High-growth markets experienced a core sales increase of 5.1% year-over-year, led by Latin America, India, and the Middle East [12] - Core sales growth in China was modest, primarily driven by PQI [12] Company Strategy and Development Direction - The company aims for mid- to high-single-digit adjusted EPS growth in 2026, with a focus on strategic growth and disciplined capital allocation [17][30] - Recent acquisitions, including In-Situ, are expected to enhance the water analytics portfolio and drive growth in environmental markets [18][19] - The company is committed to leveraging its Veralto Enterprise System to drive continuous improvement and support customer needs [33] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in steady demand for products and services due to the ongoing need for clean water and safe food [7][17] - The company anticipates another year of core sales growth and continued margin expansion, despite potential macroeconomic challenges [30] - Management highlighted the importance of recurring revenue, which comprises 60% of total sales, providing stability against fluctuations in capital expenditure [40] Other Important Information - The company established a $750 million share repurchase program and announced an 18% increase in its dividend [7][29] - Free cash flow conversion was reported at 115% of GAAP net income for Q4 [22] Q&A Session Summary Question: Expectations on municipal CapEx and demand trends - Management sees steady demand across municipal and industrial markets, with government funding continuing to flow [40] Question: Impact of DRAM supply on business - Management indicated minimal exposure to DRAM, expecting no material impact [42] Question: Margin expansion guidance and cost considerations - Management expects 50 basis points of margin expansion, driven by pricing and the rolling off of tariff-related headwinds [50] Question: Data center growth potential - Management noted that while data center sales are growing, they remain a small part of the overall business and not expected to be a significant contributor in 2026 [54] Question: Performance in PQI related to high protein boom - Management reported stable demand in CPG markets, with opportunities arising from changes in dietary requirements and packaging [60] Question: Geographic performance in Western Europe - Management explained that fluctuations in Western Europe were primarily due to fewer shipping days impacting year-over-year comparisons [62] Question: EPS growth guidance and market conditions - Management indicated that while top-line growth is expected, EPS growth is forecasted to be more modest due to various factors, including the In-Situ acquisition [70] Question: Integration plans for In-Situ acquisition - Management expressed excitement about the In-Situ acquisition, highlighting opportunities for top-line and cost synergies [82]

Financial Data and Key Metrics Changes - Total sales for 2025 grew 6% year-over-year to $5.5 billion, marking an all-time high [6] - Adjusted earnings per share (EPS) was $3.90, up 10% year-over-year, indicating the second consecutive year of double-digit EPS growth [7] - Free cash flow exceeded $1 billion, strengthening the company's financial position [8] Business Line Data and Key Metrics Changes - Water Quality segment delivered $846 million in total sales for Q4, up 4.3% year-over-year, with core sales growth of 1.4% [22][23] - PQI segment total sales grew 3% year-over-year to $550 million in Q4, with core sales growth of 1.8% [24][25] - Both segments showed strong operating profit growth, with Water Quality's adjusted operating profit increasing 5.8% and PQI's adjusted operating profit up $13 million year-over-year [22][25] Market Data and Key Metrics Changes - Core sales in North America grew 5.3% and in Western Europe by 3.8% in 2025, with high-growth markets seeing a 5.1% increase [8][12] - Core sales growth in Water Quality was driven by strong demand in chemical processing, power generation, mining, and data centers [9] - In high-growth markets, core sales increased 5.1% year-over-year, led by Latin America, India, and the Middle East [11] Company Strategy and Development Direction - The company aims for continued core sales growth and margin expansion, with a focus on strategic growth and disciplined capital allocation [5][16] - Recent acquisitions, including In-Situ, are expected to enhance the company's water analytics portfolio and address freshwater challenges [17][19] - The company is committed to leveraging its Veralto Enterprise System to drive continuous improvement and support customer needs [32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in steady demand for products and services due to the ongoing need for clean water and safe food [5][16] - The company anticipates another year of core sales growth in 2026, with adjusted EPS growth projected in the mid- to high single digits [29][30] - Management noted that underlying demand remains steady, despite some macroeconomic uncertainties [67] Other Important Information - The company established a $750 million share repurchase program and announced an 18% increase in its dividend [5][27] - The acquisition of In-Situ was completed early in 2026, funded with cash on hand, and is expected to contribute significantly to growth [26][29] Q&A Session Summary Question: Expectations on municipal CapEx and demand trends - Management sees steady demand across both municipal and industrial markets, with strong growth in industrial sectors like data centers [39] Question: Impact of DRAM supply on business - The company's exposure to DRAM is minimal, and no material impact is expected [40] Question: Margin expansion guidance and inflation concerns - Management expects 50 basis points of margin expansion, driven by pricing and the rolling off of tariff-related headwinds [48][49] Question: Data center growth potential - Data centers represent a small but growing segment, with expectations for continued double-digit growth [52] Question: Geographic performance in Western Europe - The year-over-year performance was impacted by fewer shipping days, but overall execution remains strong [61] Question: Guidance range for sales growth - The company aims for low to mid-single-digit growth, with various factors influencing the range [101]