Fortive Corp美股招股说明书(2026-05-14版)

Fortive Corporation$600,000,000 4.750% Notes due 2031$500,000,000 5.250% Notes due 2036 Fortive Corporation is offering $600,000,000 aggregate principal amount of 4.750% Notes due 2031 (the “2031 notes”) and$500,000,000 aggregate principal amount of 5.250% Notes due 2036 (the “2036 notes” and, together with the 2031 notes, the“notes”). Interest on the 2031 notes will be paid semi-annually in arrears on May 15 and November 15 of each year, beginningon November 15, 2026. Interest on the 2036 notes will be paid semi-annually in arrears on May 15 and November15 of eachyear, beginning on November 15, 2026. The 2031 notes will mature on May 15, 2031 and the 2036notes will mature on May 15,2036. 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 describedunder the heading “Description of Notes—Optional Redemption.” Upon the occurrence of a “change of control triggeringevent,” we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount, plusaccrued and unpaid interest to, but not including, the repurchase date, as described under “Description of Notes—Change ofControl Triggering Event.” The notes will be Fortive Corporation’s unsecured senior obligations and will rank equally in right of payment with all ofits other unsecured and unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to itssecured indebtedness, if any, and all of the indebtedness of its subsidiaries, if any. The notes will be issued in book-entry formonly, 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 anysecurities exchange or automated dealer quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-14of this prospectus supplement and under thecaption “Risk Factors” in the documents incorporated by reference in this prospectus supplement and in the accompanyingprospectus for a discussion of certain risks that should be considered in connection with an investment in the notes. (1)Plus accrued interest, if any, from May 14, 2026, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful orcomplete. 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 TrustCompany (“DTC”) for the accounts of its participants, including Clearstream Banking S.A. (“Clearstream”) and Euroclear BankSA/NV (“Euroclear”), as operator of the Euroclear System, against payment therefor on or about May 14, 2026.Joint Book-Running Managers Scotiabank BNP PARIBASPNC Capital Markets LLC ING Loop Capital Markets The date of this prospectus supplement is May 12, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-14USE OF PROCEEDSS-18CAPITALIZATIONS-19DESCRIPTION OF OTHER INDEBTEDNESSS-20DESCRIPTION OF NOTESS-23UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S.HOLDERSS-40UNDERWRITINGS-43LEGAL MATTERSS-50EXPERTSS-51INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-52 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION BY REFERENCE2FORWARD-LOOKING STATEMENTS2FORTIVE CORPORATION3USE OF PROCEEDS3DESCRIPTION OF CAPITAL STOCK4DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF DEPOSITARY SHARES14DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS17DESCRIPTION OF WARRANTS18DESCRIPTION OF SUBSCRIPTION RIGHTS19FORMS OF SECURITIES20PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthe offering of the notes and also adds to and updates information contained in the accompanying prospectusas well as the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part, the accompanying prospectus, gives more general information about securitieswe may offer from time to time, some of which does not apply to the notes we are offering. To the extentany inconsistency or conflict exists between the information included in this prospectus supplement and theinformation included in the accompanying prospectus, the information included or incorporated byreference in this prospectus supplement updates and supersedes the information in the accompanyingprospectus. This prospectus supplement incorporates by reference important business and financialinformation about us that is not included in or del