Veralto Corp美股招股说明书(2026-05-28版)

The notes will bear interest at the rate of 4.850% per annum and mature on January 15, 2032. The notes willpay interest semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15,2027. The notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 inexcess thereof. We may redeem the notes, in whole or in part, at any time and from time to time prior to their maturity at theapplicable redemption price described herein under the caption “Description of Notes—Optional Redemption.” Ifa change of control triggering event (as defined herein) occurs, we may be required to repurchase some or all ofthe notes from their holders at a purchase price equal to 101% of the aggregate principal amount thereof, plusaccrued and unpaid interest to, but excluding, the repurchase date. See “Description of Notes—Change of ControlTriggering Event.” There will be no sinking fund for the notes. The notes will be our unsecured, unsubordinated obligations and will rank equally in right of payment withall of our existing and future unsecured, unsubordinated indebtedness, and will rank senior to any subordinatedindebtedness that we may incur. The notes will be effectively subordinated to all of our existing and any futuresecured indebtedness to the extent of the value of the assets securing such indebtedness, and structurallysubordinated to all existing and any future indebtedness and other liabilities of our subsidiaries. Investing in the notes involves risks. You should read this prospectus supplement and theaccompanying prospectus carefully before you make your investment decision. See “Risk Factors”beginning on page S-10of this prospectus supplement, as well as documents we file with the Securities andExchange Commission (the “SEC”) that are incorporated by reference herein for more information. Neither the SEC nor any state securities commission has approved or disapproved of these securities,or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The notes are a new issue of securities with no established trading market. We do not intend to apply for thenotes to be listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. The notes will be ready for delivery in book-entry form only through the facilities of The Depository TrustCompany (“DTC”) for the accounts of its participants, including Euroclear Bank SA/NV, as operator of theEuroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”), on or about June 1, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-5RISK FACTORSS-10USE OF PROCEEDSS-14DESCRIPTION OF NOTESS-15CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-28UNDERWRITINGS-32LEGAL MATTERSS-37EXPERTSS-37WHERE YOU CAN FIND MORE INFORMATIONS-38INCORPORATION BY REFERENCES-39 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof the offering of the notes and other matters relating to us and our financial condition. The second part is theaccompanying base prospectus, which gives more general information about securities we may offer from time totime, some of which does not apply to the notes we are offering. Generally, when we refer to the prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the informationcontained in this prospectus supplement and the information contained in the accompanying prospectus or anydocument incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely onthe information in this prospectus supplement; provided that if any statement in one of these documents isinconsistent with a statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document having the later date modifies orsupersedes the earlier statement. You should read this prospectus supplement, any related free writing prospectusthat we provide to you and the accompanying prospectus, together with the additional information described underthe headings “Where You Can Find More Information” and “Incorporation by Reference” elsewhere in thisprospectus supplement. Except as the context otherwise requires, or as otherwise specified or used in this prospectus supplement or theaccompanying prospectus, the terms “we,” “our,” “us,” “the Company,” and “Veralto” refer to Veralto Corporationand its consolidated subsidiaries. References in this prospectus supplement to “U.S. dollars,” “U.S. $” or “$” are to the currency of theUnitedStates of America. This prospectus supplement, any related free writing