- Replenishment of general share repurchase authorization with 20 million shares available for future repurchases
- Adoption of a separate special purpose share repurchase authorization to deploy up to $550 million from cash distribution from Ralliant Corporation
Fortive Corporation ("Fortive") (NYSE:FTV) announced today that its Board of Directors has approved an increase in the number of shares of Fortive's common stock authorized under its general share repurchase program by approximately 15.63 million additional shares (the "General Share Repurchase Program"). Following such increase, the total number of shares remaining available for repurchase under the General Share Repurchase Program will be 20 million shares, including approximately 4.37 million shares available under the prior authorizations by the Board of Directors. The General Share Repurchase Program has no expiration date.
In addition and in connection with the pending separation of Ralliant Corporation, Fortive's precision technologies segment (the "Separation"), Fortive announced that its Board of Directors concurrently adopted a separate special purpose share repurchase program (the "Special Purpose Share Repurchase Program") under which Fortive may purchase up to $550 million in Fortive's common stock exclusively from the proceeds of the approximately $1.15 billion pre-Separation cash dividend from Ralliant to Fortive, together with any other cash received by Fortive from Ralliant in connection with the Separation (collectively, the "Ralliant Cash Proceeds"). Repurchases of shares of Fortive common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.
James Lico, President and Chief Executive Officer, stated, "I am excited for the opportunities ahead for Fortive and Ralliant as two focused, independent public companies with distinct and compelling investment profiles, and we look forward to bringing our Fortive and Ralliant leadership teams together for the upcoming investor day conferences to share our respective vision for the future. The board's approval of this special purpose share repurchase program reflects our confidence in Fortive's future and its unwavering focus on creating sustained value for shareholders."
Mr. Lico continued, "Since we announced the separation of the Precision Technologies segment last year, we have deployed approximately 75 percent of our free cash flow to share repurchases. We are pleased to replenish our repurchase authorization, demonstrating a commitment to disciplined, balanced and value-enhancing capital deployment following the spin-off of Ralliant on June 28, 2025."
Under the shares repurchase programs, Fortive may purchase its common stock on a discretionary basis from time to time on the open market or otherwise, including through the use of trading plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with the requirements of the U.S. Securities and Exchange Commission.
The timing and amount of common stock repurchases made under the share repurchase programs will be determined by Fortive's management based on its evaluation of market conditions and other factors. The repurchase programs do not obligate Fortive to acquire any particular amount of shares, and may be suspended or discontinued at any time.
UPCOMING EVENTS
Ralliant will host an investor day conference and innovation showcase at 10 a.m. ET on Tuesday, June 10, 2025 at NYSE.
In addition, Fortive will host an investor day conference and innovation showcase on Tuesday, June 10, 2025 at NYSE, following the Ralliant investor day conference.
A real-time webcast of the presentations will be accessible at www.fortive.com and at www.ralliant.com, where related materials will be posted prior to the presentations.
ABOUT FORTIVE
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortive's strategic segments - Intelligent Operating Solutions, Advanced Healthcare Solutions, and Precision Technologies - include well-known brands with leading positions in their markets. The company's businesses design, develop, service, manufacture, and market professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 18,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company's operating model is the Fortive Business System. For more information please visit: www.fortive.com.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including statements regarding Fortive's plans with respect to share repurchases, ability to deliver shareholder value or return, future financial performance, Fortive's anticipated spin-off of the outstanding shares of common stock of Ralliant, including the timing thereof or the tax-efficient nature thereof, the anticipated cash distribution from Ralliant to Fortive, and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things: the ability to satisfy the conditions to, and complete, the transaction on a timely basis or at all, including the ability to obtain regulatory approvals, the ability of Fortive or Ralliant to realize the benefits of the transaction, Fortive's and Ralliant's performance and maintenance of important business relationships pending closing of the transaction, the possibility that the share repurchase programs may be suspended or discontinued, deterioration of or instability in the economy, the markets we serve, international trade policies and deteriorating trade relations with other countries, including imposition of tariffs and retaliatory tariffs between United States and China and other countries, responsive economic nationalism, trade restrictions, and enhanced regulation, the financial markets, geopolitical conditions and conflicts, security breaches or other disruptions of our information technology systems, supply chain constraints, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, contractions or lower growth rates and cyclicality of markets we serve, competition, changes in industry standards and governmental regulations, our ability to recruit and retain key employees, our ability to successfully identify, consummate, integrate and realize the anticipated value of appropriate acquisitions and successfully complete divestitures and other dispositions, our ability to develop and successfully market new products, software, and services and expand into new markets, the potential for improper conduct by our employees, agents or business partners, contingent liabilities relating to acquisitions and divestitures, impact of changes to tax laws, our compliance with applicable laws and regulations and changes in applicable laws and regulations, risks relating to international economic, geopolitical, including war and sanctions, legal, compliance and business factors, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, the impact of our debt obligations on our operations, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, our ability to adequately protect our intellectual property rights, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, commodity costs and surcharges, adverse effects of restructuring activities, our plans to separate into two independent, publicly-traded companies, risk related to tax treatment of our prior or pending separation, impact of our indemnification obligation to Vontier, impact of changes to U.S. GAAP, labor matters, and disruptions relating to man-made and natural disasters and climate change. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 28, 2025. These forward-looking statements speak only as of the date of this presentation, and Fortive does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
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Elena Rosman
Vice President, Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000