Strengthens Veralto's leadership in water disinfection and contaminant removal

Expands presence in high-growth chlorine disinfection and solid management applications

Provides installed base of ~25,000 units to drive recurring revenue

WALTHAM, Mass., Aug. 19, 2026 /PRNewswire/ -- Veralto (NYSE:VLTO) (the "Company"), a global leader in essential water and product quality solutions dedicated to Safeguarding the World's Most Vital Resources™, announced it has entered into a definitive agreement to acquire Cleanwater1 for $465 million, subject to customary closing adjustments. After considering estimated tax benefits, the net purchase price is approximately $452 million. The transaction is expected to be completed in the fourth quarter of 2026, subject to customary closing conditions.

Cleanwater1 is a leading provider of on-site hypochlorite disinfection, solids management and odor filtration technologies with an installed base of approximately 25,000 units across municipal drinking water, wastewater and industrial applications. As a trusted industry leader with deep application expertise, Cleanwater1's technologies are essential to customers' daily water treatment operations, helping customers enhance operational efficiency, safety and regulatory compliance.

Cleanwater1's technologies are complementary to Veralto's existing water treatment portfolio and will expand Veralto into adjacent, high-growth water treatment applications. With clearly identified commercial synergies between Cleanwater1 and Trojan Technologies ultraviolet water treatment solutions, Veralto expects to accelerate Cleanwater1's growth rate by leveraging Trojan's existing customer relationships, applying the Veralto Enterprise System (VES) and increasing Cleanwater1's recurring revenue over time.

"Cleanwater1's differentiated water treatment technologies, deep application expertise and large installed base will further bolster our Water Quality segment. This acquisition will expand our presence in attractive, faster-growing water treatment applications while creating meaningful opportunities to drive recurring revenue growth and deeper customer engagement. We see a clear path to leverage our combined capabilities to deliver enhanced value to our customers and drive long-term shareholder value. We look forward to welcoming the Cleanwater1 team to Veralto," said Jennifer L. Honeycutt, President and Chief Executive Officer, Veralto.

"Joining Veralto opens incredible opportunities for Cleanwater1 to continue and further enhance our growth trajectory, while driving increased ability to meet growing demand from customers. With shared values and a common purpose, I believe the future for our company as a Veralto business is bright," said David Stanton, Chief Executive Officer, Cleanwater1.

Financial Overview

The net purchase price, after considering estimated tax benefits, of $452 million represents approximately 17x⁽¹⁾ Cleanwater1's last twelve months (LTM) adjusted EBITDA as of June 30, 2026. Over the LTM period, Cleanwater1 generated approximately $135 million in sales, of which approximately 25% were aftermarket sales. Since 2023, Cleanwater1's sales have grown at a compound annual growth rate in the low double-digits. Over the next few years, Veralto expects Cleanwater1's sales to continue growing in the low double-digits, leveraging Trojan Technologies customer relationships, servicing the installed base and applying VES commercial tools.

The acquisition is expected to be neutral to modestly accretive to Veralto's adjusted earnings per share in 2027 and generate a return on invested capital at or above the Company's weighted average cost of capital by year four.

⁽¹⁾ Based on a purchase price of $452 million after considering estimated tax benefits, divided by Cleanwater1's LTM adjusted EBITDA as of June 30, 2026. This does not include revenue or cost synergies expected to be achieved after completion of the acquisition and one-time costs to achieve synergies.

About Veralto

With annual sales of approximately $5.5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands help billions of people around the world access clean water, safe food and trusted essential goods. Headquartered in Waltham, Massachusetts, our global team of about 17,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™.

About Cleanwater1

Cleanwater1, Inc. is a leading provider of innovative water quality and odor control technologies, solutions and services across municipal and industrial water and wastewater markets. Cleanwater1 and its related entities pair using proven technologies and brands like Polyblend®, Dynablend™, Veloblend™, PAX Mixers, Monoclor® RCS, Microclor® OSHG and I-Box® Odor Control Systems, with cutting edge strategies and innovations to help customers meet and exceed water quality goals and regulations.

Use of Non-GAAP Financial Information

Veralto supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information, to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. References to the non-GAAP financial measure of return on invested capital refers to the gross purchase price of the acquisition divided by the net operating profit after taxes of the acquired business. References to non-GAAP adjusted EBITDA refer to operating profit before interest, taxes, depreciation and amortization expenses, adjusted for unusual, infrequent, or non-recurring items that are not considered part of core ongoing operations by management. References to non-GAAP adjusted EPS refer to earnings adjusted for unusual, infrequent, or non-recurring items that are not considered part of core ongoing operations by management per common share. The non-GAAP financial measures disclosed by Veralto in this press release should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Cleanwater1 Financial Information

The financial information of Cleanwater1 provided herein is unaudited and is derived from information provided to Veralto by Cleanwater1's management in conjunction with due diligence procedures, with various Veralto management adjustments also reflected. This information has not been conformed to the accounting principles (GAAP) and accounting policies followed by Veralto. Further, the definitions of performance measures of the Cleanwater1 business, such as sales, gross margin and operating profit, may not align with the definitions used by Veralto.

Forward Looking Statements

Certain statements in this release, including the statements regarding the proposed acquisition of Cleanwater1 and the anticipated timing thereof, the anticipated impact of the transaction on the Company, Cleanwater1's future financial performance, the Company's differentiation and positioning to continue delivering sustainable, long-term shareholder value 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. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, Veralto's liquidity position or other financial measures; Veralto's management's plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets Veralto sells into, including the impact of changes to global trade policies, restrictions on imports, related countermeasures and reciprocal tariffs; future new or modified laws, regulations and accounting pronouncements or public policy changes; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Veralto intends or believes will or may occur in the future. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company 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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SOURCE Veralto