Fortive Corp — Director's Dealing 2025

Feb 27, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2025-02-24

Reporting Person: LICO JAMES A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-24	Common Stock	M	139882	$35.31	Acquired	621294	Direct
2025-02-24	Common Stock	F	92443	$80.10	Disposed	528851	Direct
2025-02-24	Common Stock	M	196117	$35.38	Acquired	724968	Direct
2025-02-24	Common Stock	S	196117	$80.38	Disposed	528851	Direct
2025-02-24	Common Stock	F	14764	$80.10	Disposed	514087	Direct
2025-02-24	Common Stock	A	3862	—	Acquired	517949	Direct
2025-02-24	Common Stock	A	83572	—	Acquired	601521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-24	Employee Stock Option (Right to Buy)	$35.31	M	139882	Disposed	2025-02-24	Common Stock (139882)	Direct
2025-02-24	Employee Stock Option (Right to Buy)	$35.38	M	196117	Disposed	2026-02-24	Common Stock (196117)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19901	Indirect

Footnotes

F1: Under the terms of the Fortive 2016 Stock Incentive Plan, on the last trading day on which all or a portion of an outstanding option may be exercised, if as of the close of trading on such day the then closing market price of a share of Common Stock exceeds the per share exercise price of such option by at least $.01 (an "Auto-Exercise Eligible Option"), the holder of such option will be deemed to have automatically exercised ("Auto Exercise") such Auto-Exercise Eligible Option as of the close of trading, with the Registrant reducing the number of shares of common stock issued to the holder of such option in an amount necessary to satisfy (1) the exercise price obligation for the Auto-Exercise Eligible Option, and (2) the tax withholding requirements arising upon the Auto Exercise, in each case based on the market price as of the close of trading on the date of Auto Exercise. This transaction is being reported to disclose the Auto Exercise of the corresponding options.

F2: The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.065 to $80.670. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F3: This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.

F4: On February 26, 2024, the Compensation Committee (the "Committee") awarded the Reporting Person RSUs with the opportunity to earn additional RSUs ("Additional RSUs") upon achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 24, 2025 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions.

F5: RSUs are payable in shares of common stock on a one-to-one basis.

F6: On February 28, 2022, the Committee awarded the Reporting Person Performance Stock Units ("PSUs") subject to achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 24, 2025 that the performance criteria of the PSUs have been achieved. The shares remain subject to a one-year holding period requirement.

F7: PSUs are payable in shares of common stock on a one-to-one basis.

F8: Based on plan statement dated as of January 31, 2025.

F9: Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-half of the stock options issued by Danaher on February 24, 2015 ("2015 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, the 2015 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 116,298 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.

F10: Prior to the Separation, one-half of the stock options issued by Danaher on February 24, 2016 ("2016 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, the 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 163,052 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.