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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-272489

SUBJECT TO COMPLETION, DATED MAY 12, 2026

Prospectus Supplement
(To Prospectus dated June 7, 2023)

Fortive Corporation

$ % Notes due 20

Fortive Corporation is offering $ aggregate principal amount of % Notes due 20 (the “20 notes”) and $ aggregate principal amount of % Notes due 20 (the “20 notes” and, together with the 20 notes, the “notes”). Interest on the 20 notes will be paid semi-annually in arrears on and of each year, beginning on , 2026. Interest on the 20 notes will be paid semi-annually in arrears on and of each year, beginning on , 2026. The 20 notes will mature on , 20 and the 20 notes will mature on , 20 .

We may redeem some or all of the notes at any time and from time to time, in each case at our option and as described under the heading “Description of Notes—Optional Redemption.” Upon the occurrence of a “change of control triggering event,” we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date, as described under “Description of Notes—Change of Control Triggering Event.”

The notes will be Fortive Corporation’s unsecured senior obligations and will rank equally in right of payment with all of its other unsecured and unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to its secured indebtedness, if any, and all of the indebtedness of its subsidiaries, if any. The notes will be issued in book-entry form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The notes will be new issues of securities for which there is no established market. We do not intend to list the notes on any securities exchange or automated dealer quotation system.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-14 of this prospectus supplement and under the caption “Risk Factors” in the documents incorporated by reference in this prospectus supplement and in the accompanying prospectus for a discussion of certain risks that should be considered in connection with an investment in the notes.

Per 20 Note

Total

Price to public(1)

Underwriting discount

Proceeds to us, before expenses

(1)

Plus accrued interest, if any, from , 2026, if settlement occurs after that date.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear System, against payment therefor on or about , 2026.

Joint Book-Running Managers

Morgan StanleyBarclaysJ.P. MorganScotiabank

The date of this prospectus supplement is , 2026.

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PROSPECTUS SUPPLEMENT

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
FORWARD-LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
RISK FACTORS		S-14
USE OF PROCEEDS		S-18
CAPITALIZATION		S-19
DESCRIPTION OF OTHER INDEBTEDNESS		S-20
DESCRIPTION OF NOTES		S-23
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS		S-40
UNDERWRITING		S-43
LEGAL MATTERS		S-50
EXPERTS		S-51
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-52

PROSPECTUS

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					1
	INCORPORATION BY REFERENCE					2
	FORWARD-LOOKING STATEMENTS					2
	FORTIVE CORPORATION					3
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	DESCRIPTION OF DEBT SECURITIES					10
	DESCRIPTION OF DEPOSITARY SHARES					14
	DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS					17
	DESCRIPTION OF WARRANTS					18
	DESCRIPTION OF SUBSCRIPTION RIGHTS					19
	FORMS OF SECURITIES					20
	PLAN OF DISTRIBUTION					22
	LEGAL MATTERS					24
	EXPERTS					24

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and also adds to and updates information contained in the accompanying prospectus as well as the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about securities we may offer from time to time, some of which does not apply to the notes we are offering. To the extent any inconsistency or conflict exists between the information included in this prospectus supplement and the information included in the accompanying prospectus, the information included or incorporated by reference in this prospectus supplement updates and supersedes the information in the accompanying prospectus. This prospectus supplement incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus supplement.

It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents identified under the heading “Where You Can Find More Information” in the accompanying prospectus.

We have not, and the underwriters have not, authorized anyone else to provide you with different or additional information. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and any free writing prospectus that we provide to you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes offered hereby, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which such an offer, solicitation or sale is not permitted. See “Underwriting.” You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus we provide to you or the documents incorporated by reference herein or therein is accurate on any date other than their respective dates, even though this prospectus supplement and the accompanying prospectus is delivered or securities are sold on a later date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

The notes will be a new issue of securities for which there is no established market. We do not intend to list the notes on any securities exchange or automated dealer quotation system.

References in this prospectus supplement to “$,” “dollars” and “U.S. dollars” are to the currency of the United States of America and references to “€” and “euro” are to the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended.

As used in this prospectus supplement and the accompanying prospectus, unless otherwise specified or unless the context indicates otherwise, references to the “Company,” “Fortive,” “we,” “us” and “our” are to Fortive Corporation and its consolidated subsidiaries.

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FORWARD-LOOKING STATEMENTS

Certain information and statements included or incorporated by reference in this prospectus supplement, any related free writing prospectus or the accompanying prospectus are “forward-looking statements” within the meaning of the United States federal securities laws. Statements in this prospectus supplement other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of financial performance, our liquidity position or other financial measures; impact of geopolitical conflicts, including in the Middle East and in Ukraine; impact of government actions, including tariffs, other trade policies, government spending and tax laws; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, capital allocation, financing, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, strategic opportunities, securities offerings, stock repurchases and dividends; growth, declines and other trends in markets we sell into, including the expected impact of trade and tariff policies; the anticipated impacts and benefits of the completed separation of Ralliant; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; impact of changes to tax laws; general economic and capital markets conditions, including expected impact of inflation or interest rate changes; impact of geopolitical events and other hostilities; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology, such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods, are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to the risks and uncertainties set forth in the section titled “Risk Factors” of this prospectus supplement and in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and our other reports and documents we file from time to time with the SEC that are or are deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.

Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date on which they are made (or such earlier date as may be specified in such statement). We do 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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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us. It may not contain all the information that may be important to you in deciding whether to invest in the notes. You should read this entire prospectus supplement and the accompanying prospectus, together with the information incorporated by reference, including the risk factors, financial data and related notes, before making an investment decision.

Overview

Fortive innovates essential technologies to keep our world safe and productive. Our strategic segments—Intelligent Operating Solutions and Advanced Healthcare Solutions—include iconic inventor brands with leading positions in their markets. Our businesses design, develop, manufacture, and market products, software, and services, building upon leading brand names, innovative technologies, and strong market positions. We are headquartered in Everett, Washington and have a workforce of more than 10,000 research and development, manufacturing, sales, distribution, service, and administrative professionals in approximately 50 countries around the world.

On June 28, 2025, we separated our Precision Technologies segment business into an independent publicly-traded company (the “Separation”) named Ralliant Corporation (“Ralliant”). The Separation was effected to qualify as a tax-free spin-off for Fortive shareholders for U.S. federal income tax purposes.

Fortive is a Delaware corporation and was incorporated in 2015 in connection with the separation of Fortive from Danaher Corporation on July 2, 2016 as an independent, publicly-traded company, listed on the New York Stock Exchange.

Fortive’s principal executive offices are located at 6920 Seaway Blvd, Everett, Washington 98203, and its telephone number is +1 (425) 446-5000.

For additional information regarding Fortive, please refer to our most recent Annual Report on Form 10-K and our other filings with the SEC incorporated by reference into this prospectus supplement and accompanying prospectus. See “Incorporation of Certain Information by Reference.”

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The Offering

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus supplement contains a more detailed description of the terms and conditions of the notes.

Issuer

Fortive Corporation, a Delaware corporation

Securities Offered

$ aggregate principal amount of % notes due 20 and $ aggregate principal amount of % notes due 20 .

Maturity Date

, 20 , for the 20 notes and
, 20 , for the 20 notes.

Original Issue Date

, 2026.

Interest

% per year for the 20 notes and
% per year for the 20 notes.

Interest Payment Dates

Interest on the 20 notes will be paid semi-annually in arrears on and of each year, beginning on , 2026.

No Guarantees

The notes will not be guaranteed.

Ranking

The notes will be our general unsecured obligations and will rank:

•

without preference or priority among themselves and equally in right of payment with our existing and any future unsecured and unsubordinated indebtedness;

•

senior in right of payment to any of our existing and future indebtedness that is subordinated to the notes;

•

effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness; and

•

structurally subordinated to all existing and any future indebtedness and any other liabilities of our subsidiaries.

As of April 3, 2026:

•

our total indebtedness was approximately $3.5 billion;

•

our subsidiaries had approximately $1.6 million in aggregate principal amount of indebtedness to which the notes will be structurally subordinated; and

•

we had no material secured indebtedness.

Denominations

The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Change of Control Triggering Event

If a change of control triggering event (as defined herein) occurs, each holder of the notes may require us to repurchase some or all of its notes at a purchase price equal to 101% of the aggregate principal amount of the notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. A change

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of control triggering event means the occurrence of both a change of control and a rating event. See “Description of Notes—Change of Control Triggering Event.”

Optional Redemption

Prior to the applicable Par Call Date (as defined below), we may redeem the notes of either series, at our option, in whole or in part, at any time and from time to time, at the applicable redemption price specified herein. On or after the applicable Par Call Date, we may redeem the notes of either series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

For purposes of the foregoing, “Par Call Date” means , 20 with respect to the 20 notes ( months prior to the maturity date of such notes) and , 20 with respect to the 20 notes ( months prior to the maturity date of such notes).

See “Description of Notes—Optional Redemption.”

Covenants

The indenture governing the notes will restrict our ability and the ability of our subsidiaries to, among other things:

•

incur certain debt secured by liens;

•

engage in sale and leaseback transactions; and

•

consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets to, or merge with or into, any other person or entity.

These covenants are subject to a number of important qualifications and limitations. See “Description of Notes—Covenants.”

Use of Proceeds

We expect to receive net proceeds from this offering of approximately $ , after deducting the underwriting discounts and estimated transaction expenses payable by us.

We intend to use the net proceeds from this offering to refinance certain indebtedness, including the repayment at maturity of our 3.150% senior notes due June 15, 2026 (the “2026 Notes”) (plus accrued and unpaid interest thereon), to pay related fees and expenses and for general corporate purposes. See “Description of Other Indebtedness—Registered Notes—U.S. Dollar-denominated Senior Notes.”

Pending such use, we may temporarily use all of the net proceeds for general corporate purposes. We have broad discretion in the use of such proceeds. See “Use of Proceeds.”

Further Issuances

We may in the future, without the consent of holders, issue additional notes of any series on the same terms and conditions and with the same CUSIP number / ISIN as the notes of such series being offered hereby. A series of the notes and any additional notes of such series with the same terms subsequently issued under the indenture would be treated as a single series for all purposes under the indenture, including without limitation, waivers, amendments, redemptions and offers to purchase; provided that no such additional notes may be issued with the same CUSIP number / ISIN unless they will be

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fungible with the outstanding notes of the applicable series offered hereby for U.S. federal income tax purposes.

CUSIP / ISIN

20 notes: /
20 notes: /

No Public Market

The notes will be new issues of securities for which there is no established market. We do not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any automated dealer quotation system.

The underwriters have advised us that they intend to make a market in the notes, but they are not obligated to do so, and any market-making in the notes may be discontinued at any time in their sole discretion. Accordingly, there can be no assurance that an active or liquid market will develop for the notes or, if developed, will be maintained. See “Underwriting.”

Trustee

Truist Bank

Governing Law

The State of New York.

Risk Factors

An investment in the notes involves various risks, and prospective investors should carefully consider the information set forth in the section titled “Risk Factors” beginning on page S-14 of this prospectus supplement, in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and the other information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, for a discussion of certain risks you should consider before investing in the notes.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables set forth summary consolidated financial information. The summary consolidated financial information for the years ended December 31, 2025, 2024 and 2023 has been derived from our audited consolidated financial statements incorporated by reference into this prospectus supplement and the accompanying prospectus. The summary consolidated financial information as of April 3, 2026 and for the three months ended April 3, 2026 and March 28, 2025 has been derived from our unaudited consolidated financial statements incorporated by reference into this prospectus supplement and the accompanying prospectus.

The summary consolidated financial information for the year ended December 31, 2022 has been derived from our unaudited pro forma condensed consolidated financial statements included in our Current Report on Form 8-K filed with the SEC on June 30, 2025, which is not incorporated by reference into this prospectus supplement. The summary consolidated financial information for the six months ended December 31, 2025 and 2024 has been derived from our unaudited consolidated financial statements, which are not incorporated by reference into this prospectus supplement.

The summary consolidated financial information set forth below is presented on a continuing operations basis reflecting the Precision Technologies segment as discontinued operations and may not be indicative of our results of operations or financial condition had the Separation been completed as of the beginning of the periods presented or of our future results. Our historical consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.

The data set forth in this “Summary Consolidated Financial Data” section should be read in conjunction with our consolidated financial statements and the related notes thereto and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, each of which is incorporated by reference into this prospectus supplement.

	As of and for the Three Months Ended						Six Months Ended December 31,						Year Ended December 31,
($ in millions, except per share amounts)	April 3, 2026			March 28, 2025			2025			2024			2025			2024			2023			2022
	(unaudited)						(unaudited)															(unaudited)
Statement of earnings data
Total sales		$	1,069.4		$	993.1		$	2,149.6		$	2,076.5		$	4,159.1		$	4,080.9		$	3,913.9		$	3,740.8
Gross profit			675.5			637.5									2,641.1			2,619.1			2,477.1			2,315.7
Operating profit:
Intelligent Operating Solutions			186.2			174.6									738.3
Advanced Healthcare Solution			32.7			21.7									138.6
Net earnings from continuing operations			136.4			112.6			308.5			304.7			532.7			482.5			408.4			316.0
Net earnings per common share from continuing operations
Basic			0.44			0.33			0.95			0.88			1.60			1.38
Diluted			0.44			0.33			0.95			0.87			1.59			1.37
Statement of cash flows data
Total operating cash provided by continuing operations		$	220.4		$	191.8		$	638.9					$	1,035.7		$	1,028.5		$	833.4		$	807.3
Purchases of property, plant and equipment			(26.6)			(21.1)			(59.0)						(105.1)			(86.1)			(78.6)			(65.0)
Balance sheet data
Cash and equivalents		$	356.1
Total assets			11,584.1
Current portion of long-term debt			899.8
Long-term debt			2,589.3

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	As of and for the Three Months Ended						Six Months Ended December 31,				Year Ended December 31,
($ in millions, except per share amounts)	April 3, 2026			March 28, 2025			2025		2024		2025			2024			2023			2022
	(unaudited)						(unaudited)													(unaudited)
Non-GAAP and other financial data (unaudited)
Recurring revenue(a)		$	537.2		$	476.5						$	2,065.8		$	1,977.5		$	1,849.1		$	1,791.6
Adjusted gross profit(b)		$	676.3		$	639.3						$	2,652.1		$	2,619.7		$	2,481.8		$	2,316.4
Adjusted gross profit margin(b)			63.2%			64.4%							63.8%			64.2%			63.4%			61.9%
Adjusted net earnings(b)			217.5			191.1		517.2		487.2			906.1			850.5
Adjusted diluted net earnings per share(b)			0.70			0.55		1.58		1.39			2.71			2.41
Adjusted EBITDA(b)			313.7			277.1		667.3		612.4			1,232.8			1,161.9			1,045.7			937.3
Adjusted EBITDA margin(b)			29.3%			27.9%		31.0%		29.5%			29.6%			28.5%			26.7%			25.1%
Segment adjusted EBITDA(b)
Intelligent Operating Solutions			255.1			236.2							1,001.9
Advanced Healthcare Solution			83.8			71.2							341.3
Segment adjusted EBITDA margin(b)
Intelligent Operating Solutions			34.3%			34.2%							35.1%
Advanced Healthcare Solution			25.7%			23.6%							26.2%
Free cash flow(b)			193.8			170.7		579.9					930.6			942.4			754.8			742.3
Net debt(b)		$	3,141.3

(a)

Recurring revenue represents revenue that is expected to recur on a periodic basis, including from software subscriptions, maintenance and service contracts, hardware-as-service, consumable and other recurring service arrangements. Recurring revenue is an operating metric and is not a financial measure presented in accordance with GAAP.

(b)

Non-GAAP financial measure. Please see “—Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP financial measure.

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Non-GAAP Financial Measures

Our management believes that each of the non-GAAP financial measures described below provides useful information to investors by reflecting additional ways of viewing aspects of our operations that, when reconciled to the corresponding GAAP measure, help our investors to understand the long-term profitability trends of our business, and facilitate comparisons of our operational performance and profitability to prior and future periods and to our peers.

The information presented below reflects GAAP to non-GAAP reconciliations on a continuing operations basis.

These non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies.

Adjusted Net Earnings, Adjusted Diluted Net Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin

We disclose the consolidated non-GAAP measures of adjusted gross profit and adjusted gross profit margin, which, to the extent applicable, make the following adjustments to GAAP gross profit:

•

Excluding on a pretax basis the effect of inventory fair value adjustments related to significant acquisitions; and

•

Excluding on a pretax basis the costs incurred pursuant to discrete restructuring plans that are fundamentally different from ongoing productivity improvements in terms of the size, strategic nature, planning requirements and the inconsistent frequency of such plans as well as the associated macroeconomic drivers which underlie such plans (the “Discrete Restructuring Charges”).

We also disclose the consolidated non-GAAP measures of adjusted net earnings, adjusted diluted net earnings per share, adjusted earnings before income taxes, interest, depreciation and amortization (“adjusted EBITDA”) and adjusted EBITDA margin, which, to the extent applicable, make the following adjustments to GAAP net earnings and GAAP diluted net earnings per share:

•

Excluding on a pretax basis the Discrete Restructuring Charges;

•

Excluding on a pretax basis amortization of acquisition related intangible assets;

•

Excluding on a pretax basis acquisition, divestiture and Separation related items;

•

Excluding on a pretax basis the effect of foreign currency transaction gains and losses related to Euro-denominated debt;

•

Excluding on a pretax basis (to the extent there is a tax effect) gains and losses from divestitures;

•

Excluding on a pretax basis the effect of gains and losses from our equity investments; and

•

Excluding on a pretax basis charitable contribution expense.

In addition to the adjustments noted above, with respect to the consolidated non-GAAP measures of adjusted EBITDA and adjusted EBITDA margin, we make the following adjustments to GAAP net earnings:

•

Excluding on a pretax basis net interest expense;

•

Excluding on a pretax basis depreciation expense;

•

Excluding on a pretax basis non-cash intangible impairments;

•

Excluding on a pretax basis Russia exit and wind down costs; and

•

Excluding income taxes.

In addition to the adjustments noted above, with respect to the non-GAAP measures of adjusted net earnings and adjusted diluted net earnings per share, we make the following adjustments to GAAP net earnings and GAAP diluted net earnings per share:

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•

Excluding the tax effect (to the extent tax deductible) of the pretax adjustments noted above. The tax effect of such adjustments was calculated by applying our overall estimated effective tax rate to the pretax amount of each adjustment (unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment).

We also disclose, for each segment of Fortive, the non-GAAP measures of adjusted EBITDA and adjusted EBITDA margin, which, to the extent applicable, make the following adjustments to GAAP operating profit for the corresponding segment, which is deemed to be the most comparable GAAP measure given interest and taxes are not incurred at the segment level:

•

Excluding on a pretax basis amortization of acquisition-related intangible assets;

•

Excluding on a pretax basis acquisition, divestiture and Separation related items;

•

Excluding on a pretax basis the Discrete Restructuring Charges; and

•

Excluding on a pretax basis depreciation expense.

Amortization of Acquisition Related Intangible Assets

As a result of our acquisition activity, we have significant amortization expense associated with definite-lived intangible assets. We adjust for amortization expense of acquisition related intangible assets incurred in each period. We believe that this adjustment provides our investors with additional insight into our operational performance and profitability, as this expense is non-cash in nature and not indicative of our core business performance.

Acquisition, Divestiture and Separation Related Items

While we have a history of acquisition and divestiture activity, we do not acquire and divest businesses or assets on a predictable cycle. The amount of an acquisition’s purchase price allocated to inventory fair value adjustments is unique to each acquisition and can vary significantly from acquisition to acquisition. In addition, transaction costs, which include acquisition, divestiture, integration, restructuring and separation costs related to completed or announced transactions, and the non-recurring gains on divestitures of businesses or assets, are unique to each transaction and are impacted from period to period depending on the number of acquisitions or divestitures evaluated, pending or completed during such period and the complexity of such transactions. In connection with the Separation, on a continuing operations basis, we also incurred incremental stock-based compensation expense, primarily due to the adjustment of outstanding stock-based awards to preserve the intrinsic value thereof, and the accelerated compensation expense related to certain stock-based awards due to separation-related executive retirements. We adjust for transaction costs, incremental costs related to the Separation, acquisition related fair value adjustments to inventory, integration costs and corresponding restructuring charges related to acquisitions, in each case, incurred in a given period. Restructuring costs related to the Separation are not included in this adjustment but are instead included in Discrete Restructuring Charges.

Discrete Restructuring Charges

We will exclude costs incurred pursuant to discrete restructuring plans that are fundamentally different from the ongoing productivity improvements that result from application of the Fortive Business System or from execution of general cost saving strategies. These discrete restructuring plans differ in terms of the size, strategic nature and planning requirements, and are often triggered by significant macroeconomic shifts, significant divestitures, such as the Separation, or material operational, economic or capital market disruptions. Because these restructuring plans will be incremental to the fundamental activities that arise in the ordinary course of our business and we believe are not indicative of our ongoing operating costs in a given period, we exclude these costs to facilitate a more consistent comparison of operating results over time. Restructuring costs related primarily to an acquisition as opposed to a disposition are not included in this adjustment but are instead included in acquisition, divestiture and Separation related items.

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Foreign Currency Transaction Gains and Losses Related to Euro-denominated Debt

We adjust for the effect of unrealized foreign currency transaction gains and losses on the remeasurement of Euro-denominated debt that are not designated as hedging instruments for accounting purposes. As the fluctuations in foreign currency exchange rates continue to remain volatile, we believe this adjustment facilitates comparison of our performance with prior and future periods and provides our investors with additional insight into our operational performance.

Gains and Losses from Divestitures

In 2022 and 2025, we recorded gains resulting from immaterial divestitures. We adjust for gains and losses from divestitures because we believe the adjustment facilitates comparison of our performance with prior and future periods and provides our investors with additional insight into our operational performance.

Gains and Losses from Equity Investments

We adjust for the effect of earnings and losses from our equity method investments over which we do not exercise control over the operations or the resulting earnings or losses. We believe that this adjustment provides our investors with additional insight into our operational performance. However, it should be noted that earnings and losses from our equity method investments will recur in future periods while we maintain such investments.

In addition, we adjust for remeasurement gains and losses, including impairment loss, on equity investments. We believe such adjustments facilitate comparison of our performance with prior and future periods and provides our investors with additional insight into our operational performance.

Charitable Contribution Expense

During the first quarter of 2024, we pledged to make a charitable donation of $20 million to the Fortive Foundation, a related party, without any donor-imposed conditions or restrictions. We recorded a charitable contribution expense of $20 million within our “Other non-operating expense, net” line in the consolidated statements of earnings for the year ended December 31, 2024 incorporated by reference in this prospectus supplement. We adjust for the charitable donation expense because we believe the adjustment facilitates comparison of our performance with prior and future periods and provides our investors with additional insight into our operational performance.

Non-cash Impairment Charges

We adjust for impairment charges incurred, if any. During the twelve month period ended December 31, 2023, we recognized $5.2 million related to impairment charges. We believe excluding these changes provides investors with additional insight into our operational performance, as impairment charges are non-cash and not related to our core business performance.

Russia Exit and Wind Down Costs

In connection with the invasion of Ukraine by Russian forces, the Company exited business operations in Russia in the second quarter of 2022, other than for ASP’s sterilization products, which are exempt from international sanctions as humanitarian products. As a result of the exit of our business operations in Russia, the Company recorded a pre-tax charge totaling $15.6 million during 2022 to reflect the write-off of net assets, the write-off of the cumulative translation adjustment in earnings for legal entities deemed substantially liquidated, and to record provisions for employee severance and legal contingencies. These costs are identified as the “Russia exit and wind down costs” in the unaudited pro forma consolidated statement of earnings for the year ended December 31, 2022. We adjust for the non-recurring Russia exit and wind down costs because we believe that this adjustment facilitates comparison of our performance with prior and future periods and provides our investors with additional insight into our operational performance.

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TABLE OF CONTENTS

Adjusted Gross Profit Margin (unaudited)

	Three Months Ended						Year Ended December 31,
($ in millions)	April 3, 2026			March 28, 2025			2025			2024			2023			2022
Revenue (GAAP)		$	1,069.4		$	993.1		$	4,159.1		$	4,080.9		$	3,913.9		$	3,740.8
Gross Profit (GAAP)			675.5			637.5			2,641.1			2,619.1			2,477.1			2,315.7
Acquisition-related fair value adjustments to inventory			—			—			—			—			—			0.7
Discrete Restructuring Charges			0.8			1.8			11.0			0.6			4.7			—
Adjusted Gross Profit (Non-GAAP)		$	676.3		$	639.3		$	2,652.1		$	2,619.7		$	2,481.8		$	2,316.4
Gross Profit Margin (GAAP)

SEC Form 424B5 filed by Fortive Corporation