Veralto (VLTO) risk factors, FY2025 10-K

Veralto's FY2025 10-K, filed Feb 20, 2026, lists 28 risk factors in 4 groups. Against the prior year's 31: 3 new, 6 dropped, 3 substantially reworded.

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Risk factors listed
284 groups
New this year
3vs 31 last year
Dropped
6since the prior 10-K
Substantially reworded
3of those kept
Section length
10k wordsItem 1A

What the changes say

  • Tariffs and possible retaliation now threaten product costs and demand across foreign markets.

What changed since the prior 10-K

New

  • NewBusiness and Strategic Risks

    The U.S. government has imposed and may continue to impose significant tariffs or other restrictions on foreign imports, and such trade restrictions or related countermeasures taken by impacted foreign countries could negatively affect our business and financial statements

  • NewBusiness and Strategic Risks

    Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and financial statements

  • NewLegal, Regulatory, Compliance and Reputational Risks

    and regulatory proceedings in excess of our reserves as of December 31, 2025 will have a material effect on our business or financial statements

Dropped

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    incorporation further provides that, unless Veralto consents otherwise, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    As an independent, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    Potential indemnification liabilities to Danaher pursuant to the separation agreement could materially and adversely affect Veralto’s business and financial statements

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    Veralto may be affected by significant restrictions, including on its ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-related liabilities

  • DroppedLegal, Regulatory, Compliance and Reputational Risks

    Veralto or Danaher may fail to perform under various transaction agreements that were executed as part of the separation or Veralto may fail to have necessary systems and services in place when certain of the transaction agreements expire

Reworded

  • 52% rewrittenOperational Risks

    Intellectual Property Risks

  • 27% rewrittenLegal, Regulatory, Compliance and Reputational Risks

    The forum selection provisions under Veralto’s certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders

    Was: The forum selection provisions under Veralto’s amended and restated certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders

  • 22% rewrittenLegal, Regulatory, Compliance and Reputational Risks

    We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements

All 28 risk factors

Headings as the filing states them, in filing order.

Business and Strategic Risks

  1. 01Conditions in the global economy, including military conflicts, the particular markets we serve and the financial markets can adversely affect our business and financial statements
  2. 02The U.S. government has imposed and may continue to impose significant tariffs or other restrictions on foreign imports, and such trade restrictions or related countermeasures taken by impacted foreign countries could negatively affect our business and financial statementsNew
  3. 03We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge
  4. 04Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation
  5. 05Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and financial statementsNew
  6. 06Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements
  7. 07Our growth can suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality
  8. 08Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business
  9. 09Our acquisition or divestiture of businesses, investments, joint ventures and other strategic relationships can negatively impact our business and financial statements

Operational Risks

  1. 10Significant disruptions in, or breaches in security of, our information technology systems or data or violation of data privacy laws can adversely affect our business and financial statements
  2. 11Defects, unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements
  3. 12If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed
  4. 13Climate change and sustainability matters, legal or regulatory measures to address climate change and sustainability matters, and any inability on our part to address related stakeholder expectations may negatively affect us
  5. 14Our financial results are subject to fluctuations in the cost and availability of the supplies that we use in and the labor we need for our operations
  6. 15Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets
  7. 16Our restructuring actions can have long-term adverse effects on our business and financial statements
  8. 17Intellectual Property Risks52% rewritten
  9. 18Third parties from time to time claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services

Financial and Tax Risks

  1. 19We may be required to recognize impairment charges for our goodwill and other intangible assets
  2. 20Foreign currency exchange rates can adversely affect our financial statements
  3. 21Changes in our tax rates or exposure to additional income tax liabilities or assessments can affect our profitability. In addition, audits by tax authorities can result in additional tax payments for prior periods
  4. 22Changes in tax law relating to multinational corporations could adversely affect our tax position

Legal, Regulatory, Compliance and Reputational Risks

  1. 23Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our business and financial statements
  2. 24We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements22% rewritten
  3. 25and regulatory proceedings in excess of our reserves as of December 31, 2025 will have a material effect on our business or financial statementsNew
  4. 26Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business and financial statements
  5. 27Certain provisions in Veralto’s certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of Veralto, which could decrease the trading price of Veralto’s common stock
  6. 28The forum selection provisions under Veralto’s certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders27% rewritten

Other Veralto 10-Ks

  • FY2024 10-K risk factors
    31 risks

    Veralto faces significant risks from its recent spin-off from Danaher, including potential indemnification liabilities and tax-related operating restrictions.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.