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For the quarterly period ended: June 27, 2025

Commission file number: 1-42633

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Common stock, par value $0.01 per share			RAL			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding at August 6, 2025 was 112,739,191.

 

			Common Stock												Accumulated Other Comprehensive Loss						Net Parent Investment						Total Parent’s Equity
			Shares Outstanding						Amount
Balance, December 31, 2024			—						$	—					$	(491.3)					$	4,254.1					$	3,762.8
Net earnings for the period			—						—						—						63.9						63.9
Net transfers to Parent			—						—						—						(72.6)						(72.6)
Other comprehensive income			—						—						86.0						—						86.0
Stock-based compensation			—						—						—						6.5						6.5
Balance, March 28, 2025			—						—						(405.3)						4,251.9						3,846.6
Net earnings for the period			—						—						—						47.6						47.6
Recapitalization			112.7						1.1												(1.1)						—
Consideration paid to Parent in connection with the Separation			—						—						—						(1,150.0)						(1,150.0)
Net transfers from Parent			—						—						—						119.8						119.8
Other comprehensive income			—						—						167.7						—						167.7
Stock-based compensation			—						—						—						8.1						8.1
Balance, June 27, 2025			112.7						$	1.1					$	(237.6)					$	3,276.3					$	3,039.8

Ralliant Corporation (“Ralliant”, “the Company”, “its”, or “their”) is a global technology company with businesses that design, develop, manufacture, and service precision instruments and highly engineered products. The Company empowers engineers with precision technologies essential for breakthrough innovation in an electrified and digital world, enabling its customers to bring advanced technologies to market faster and more efficiently. Its strategic segments – Test and Measurement and Sensors and Safety Systems – include well-known brands with prominent positions across a range of attractive end markets.

Ralliant operates through two reportable segments that are also its two operating segments (i) Test and Measurement, which provides precision test and measurement instruments, systems, software, and services, and (ii) Sensors and Safety Systems, which provides leading power grid monitoring solutions, safety systems for mission critical aero, defense, and space applications, and sensing solutions for critical environments where uptime, precision, and reliability are essential.

On May 27, 2025, the Board of Directors of Fortive Corporation (“Fortive” or the “Parent”) approved the separation of Fortive’s Precision Technologies (“PT”) operating segment through the pro rata distribution of all of the issued and outstanding common stock of Ralliant to Fortive's stockholders (the “Separation”). Ralliant’s Registration Statement on Form 10, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2025.

In connection with the Separation, on June 27, 2025, the net assets of the Ralliant businesses were contributed to Ralliant, a wholly-owned subsidiary of the Parent, and, as partial consideration for such contribution Ralliant made a cash payment to Fortive in the amount of $1.15 billion. In addition, on June 27, 2025, the 100 shares of Ralliant common stock held by Fortive were recapitalized into 112,730,036 shares of Ralliant common stock. All per share amounts in the Combined Condensed Statements of Earnings have been retroactively adjusted to give effect to this recapitalization.

In connection with the Separation, on June 27, 2025, Fortive and Ralliant entered into a Separation and Distribution Agreement as well as various other related agreements (collectively the “Agreements”) that govern the Separation and the relationships between Fortive and Ralliant going forward, including an employee matters agreement, a tax matters agreement, a transition services agreement, an intellectual property matters agreement, a Fortive Business System (“FBS”) license agreement, and a Fort Solutions license agreement. The Agreements provide for the allocation of assets, employees, liabilities, and obligations (including investments, property, employee benefits and tax-related assets and liabilities) between Fortive and Ralliant attributable to periods prior to, at, and after the Separation and govern certain relationships between Fortive and Ralliant after the Separation.

On June 28, 2025, the first day of the Company’s third fiscal quarter, Ralliant completed the Separation. The Separation was completed on such date in the form of a pro rata distribution to Fortive shareholders of record as of the close of business on June 16, 2025 (the “Record Date”) of all of the issued and outstanding shares of Ralliant common stock held by Fortive. Each Fortive shareholder as of the Record Date received one share of Ralliant common stock for every three shares of Fortive common stock held on the Record Date. Ralliant’s common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “RAL” on June 30, 2025.

Ralliant has historically operated as part of Fortive and not as a separate, publicly-traded company. The accompanying unaudited combined condensed financial statements have been derived from Fortive’s historical accounting records of its PT segment and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business activity of Ralliant are included as a component of the financial statements. The financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Fortive’s corporate office and from other Fortive businesses to Ralliant and allocations of related assets, liabilities, and Parent investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had Ralliant been an entity that operated independently of Fortive.

Prior to the Separation, Ralliant was dependent upon Fortive for all of its working capital and financing requirements as Fortive uses a centralized approach to cash management and financing of its operations. Because the Company was part of Fortive for the three and six months ended June 27, 2025, only cash, cash equivalents, and borrowings clearly associated with Ralliant and related to the Separation, including the financing transactions described in Note 5, have been included in these combined condensed financial statements. Other financial transactions relating to the business operations of the Company during the three and six months ended June 27, 2025 were accounted for through the Net Parent investment account of the Company.

Net Parent investment, which includes retained earnings, represents Fortive’s interest in the recorded net assets of Ralliant. All significant transactions between Ralliant and Fortive have been included in the accompanying combined condensed financial statements for the three and six months ended June 27, 2025 and June 28, 2024. Transactions with Fortive are reflected in the accompanying Combined Condensed Statements of Changes in Parent’s Equity as “Net transfers (to) from Parent” and in the accompanying Combined Condensed Balance Sheets within “Net Parent investment.”

All significant intercompany accounts and transactions between the operations comprising Ralliant have been eliminated in the accompanying Combined Condensed Statements of Earnings for the three and six months ended June 27, 2025 and June 28, 2024 and the Combined Condensed Balance Sheets as of June 27, 2025 and December 31, 2024.

The Company prepared the unaudited combined condensed financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC applicable for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. The unaudited combined condensed financial statements included herein should be read in conjunction with the audited combined financial statements and the notes thereto included within the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.

In the Company’s opinion, the accompanying financial statements contain all adjustments, which consist of only normal, recurring accruals necessary to fairly present its financial position, results of operations, comprehensive income, Parent’s equity, and cash flows for the periods presented. The combined condensed financial statements may not be indicative of future performance and do not necessarily reflect what the Combined Condensed Balance Sheets, Statements of Earnings, and Statements of Cash Flows would have been had the Company operated as a separate business during the periods presented.

In January 2024, Fortive realigned the Invetech business from the Advanced Healthcare Solutions segment to the PT segment. In June 2024, Fortive divested and transferred ownership of Invetech, excluding the Dover Motion Business, to Invetech’s management team (the “Invetech Divestiture”). As a result of the divestiture, in the three months ended June 28, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.

All trade accounts and unbilled receivables are recorded in the Combined Condensed Balance Sheets adjusted for any write-offs and net of allowances for credit losses. The allowances for credit losses represent management’s best estimate of the credit losses expected from unbilled and trade accounts receivable portfolios over the life of the underlying assets. Additions to the allowances are charged to current period earnings, amounts determined to be uncollectible are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. During the three and six months ended June 27, 2025 and June 28, 2024, the activity was immaterial.

On March 14, 2024, Ralliant sold land and certain office buildings in its Test and Measurement segment for $90.0 million, for which the Company received $20.0 million in cash proceeds and a $70.0 million promissory note secured by a letter of credit, with principal received in August and November 2024. The promissory note was recorded within Prepaid expenses and other current assets. During the six months ended June 28, 2024, the Company recorded a gain on sale of property of $63.1 million in the Combined Condensed Statements of Earnings.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which amends certain disclosure requirements related to income taxes on an annual basis. This standard is effective for fiscal year ending December 31, 2025, and interim periods thereafter. This standard should be applied on a prospective basis, with retrospective application permitted. The adoption of the standard will not impact the Company’s consolidated financial statements; however, the Company is currently evaluating the impact of the new disclosure requirements on the notes to the consolidated financial statements. The Company will update the applicable annual and interim disclosures to align with the new standard.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which amends the disclosure requirements related to certain costs and expenses on an interim and annual basis. This standard is effective for fiscal year ending December 31, 2027, and interim periods within fiscal year ending December 31, 2028. This standard should be applied either on a prospective basis or retrospective basis. The adoption of the standard will not impact the Company’s consolidated financial statements; however, the Company is currently evaluating the impact of the new disclosure requirements on the notes to the consolidated financial statements. Upon adoption, the Company will update the applicable annual and interim disclosures to align with the new standard.

Ralliant continually evaluates potential mergers and acquisitions that align with its business portfolio strategy or expand its portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases of businesses and resulted in the recognition of goodwill in its combined financial statements. This goodwill arises when the purchase price for an acquired business exceeds its identifiable assets, net of liabilities. The purchase price for acquired businesses reflect a number of factors, including the future earnings and cash flow potential of the business, the strategic fit and resulting synergies from the complementary portfolio of the acquired business to Ralliant’s existing operations, industry expertise, and market access.

On January 3, 2024, Ralliant acquired EA Elektro-Automatik Holding GmbH (“EA”), a leading supplier of high-power electronic test solutions for energy storage, mobility, hydrogen, and renewable energy applications. The acquisition of EA will bolster Ralliant’s innovative portfolio of products and services for engineers with complementary test and measurement solutions enabling the global energy transition. The total consideration paid was approximately $1.72 billion, net of acquired cash. Fortive, on behalf of, Ralliant, funded this transaction with financing activities and available cash. Ralliant recorded approximately $1.18 billion of goodwill within its Test and Measurement segment related to the EA acquisition, which is not tax deductible.

For the three and six months ended June 28, 2024, Ralliant incurred $0.2 million and $27.4 million, respectively, of pretax transaction-related costs related to the EA acquisition, which were primarily banking fees, legal fees, and amounts paid to other third-party advisers. These costs were recorded within Selling, general, and administrative expenses in the Combined Condensed Statements of Earnings.

In June 2024, Fortive completed the Invetech Divestiture. As a result of the Invetech Divestiture, in the three months ended June 28, 2024, Ralliant recorded a net realized loss of $25.6 million, which is identified as “Loss from divestiture” in the Combined Condensed Statements of Earnings. The Invetech Divestiture did not represent a strategic shift with a major effect on the Ralliant’s operations and financial results, and therefore the divested businesses are not reported as discontinued operations.

The following is a rollforward of the Company’s carrying value of goodwill by segment:

			Test and Measurement						Sensors and Safety Systems						Total
Balance, December 31, 2024			$	2,174.0					$	766.0					$	2,940.0
Foreign currency translation			174.0						5.1						179.1
Balance, June 27, 2025			$	2,348.0					$	771.1					$	3,119.1

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value, and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation.

•Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Financial assets and liabilities that are measured at fair value on a recurring basis were as follows:

			Quoted Prices in Active Market (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Total
June 27, 2025
Deferred compensation liabilities			$	—					$	15.1					$	—					$	15.1
December 31, 2024
Deferred compensation liabilities			$	—					$	13.0					$	—					$	13.0

Certain management employees participate in the Company’s nonqualified deferred compensation programs that permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations. These amounts are recorded as a component of the Company’s compensation and other post-retirement benefits accruals within Other long-term liabilities in the accompanying Combined Condensed Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within Fortive’s defined contribution plans for the benefit of U.S. employees (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of Fortive common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts and are recorded within Selling, general and administrative expenses in the Combined Condensed Statements of Earnings.

As a result of the Separation, accounts held by Ralliant employees in Fortive’s deferred compensation programs referencing valuation of Fortive’s common stock were converted into accounts in Ralliant’s deferred compensation programs referencing valuation of Ralliant’s common stock, and with such accounts adjusted to maintain the economic value before and after the Separation date using the relative fair market value of the Fortive and Ralliant common stock.

The carrying amount and fair value of financial instruments are as follows:

As of June 27, 2025, the Company’s long-term debt was categorized as Level 2. The Company’s fair value of long-term borrowings approximates their carrying amount due to the variable market-based interest rate. The fair value of cash and equivalents, trade accounts receivable, net, and trade accounts payable, approximates their carrying amount due to the short-term maturities of these instruments.

Certain non-financial assets, primarily property, plant, and equipment, goodwill, and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. However, these assets are required to be assessed for impairment, at least annually for goodwill and indefinite-lived intangible assets, whenever events or circumstances indicate that their carrying value may not be fully recoverable. The Company evaluated events or circumstances that may indicate the carrying value of its non-financial assets may not be fully recoverable during the three and six months ended June 27, 2025 and June 28, 2024, and recorded no impairments.

The components of the Company’s long-term debt were as follows:

Borrowings under the Credit Facilities bear interest as follows: (1) Term SOFR Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the Adjusted Term SOFR Reference Rate (as defined in the Credit Agreement) of between 87.5 and 162.5 basis points, depending on (x) prior to receipt by Ralliant of a long-term debt credit rating, Ralliant’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of the immediately preceding fiscal quarter and (y) thereafter, will be determined quarterly based on changes to Ralliant’s long-term debt credit rating and the most recent quarter’s Consolidated Net Leverage Ratio, as applicable, in accordance with the Credit Agreement; and (2) Base Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Overnight Rate (as defined in the Credit Agreement) plus 1/2 of 1%, (ii) PNC Bank, National Association’s “prime rate” as publicly announced from time to time and (iii) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 1%, or (iv) 1.00%, plus (b) a per annum margin of between 0 and 62.5 basis points, depending on (x) prior to receipt by Ralliant of a long-term debt credit rating, Ralliant’s Consolidated Net Leverage Ratio as of the last day of the immediately preceding fiscal quarter and (y)

thereafter, will be determined quarterly based on changes to Ralliant’s long-term debt credit rating and the most recent quarter’s Consolidated Net Leverage Ratio, as applicable, in accordance with the Credit Agreement. In no event will Term SOFR Loans bear interest at a rate lower than 0% nor will Base Rate Loans bear interest at a rate lower than 1%.

The Company is obligated to pay an annual facility fee for the Revolving Credit Facility of between 90 and 200 basis points, varying according to its long-term debt credit rating.

Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

The changes in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component are summarized below:

Ralliant derives revenue primarily from the sale of products, with additional revenue from the sale of services. Revenue is recognized when control of promised products or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services.

Product sales include revenue from the sale of products and equipment. Service sales include revenues from extended warranties, maintenance contracts or services, and services related to previously sold products.

Contract Liabilities — The Company’s contract liabilities consist of deferred revenue generally related to customer deposits received in advance of performance under the contract, extended warranty sales and product maintenance agreements, where the Company generally receives up-front payment and recognizes revenue over the service or support term. The Company classifies deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. The current portion of the deferred revenue is recorded within Accrued expenses and other current liabilities and the noncurrent portion of deferred revenue is recorded within Other long-term liabilities in the accompanying Combined Condensed Balance Sheets.

The Company’s contract liabilities consisted of the following:

			June 27, 2025						December 31, 2024
Deferred revenue - current			$	146.4					$	143.1
Deferred revenue - noncurrent			39.1						35.8
Total contract liabilities			$	185.5					$	178.9

In the three and six months ended June 27, 2025, the Company recognized $17.6 million and $55.8 million, respectively, of revenue related to its contract liabilities at December 31, 2024. The change in the Company’s contract liabilities from December 31, 2024 to June 27, 2025 was primarily due to revenue recognized as products were delivered to customers.

Remaining Performance Obligations — Ralliant’s remaining performance obligations represent the transaction price of firm, non-cancelable orders, for which work has not yet been performed. The Company has excluded performance obligations with an original expected duration of one year or less from the amounts below.

The aggregate remaining performance obligations by segment were:

			June 27, 2025
Test and Measurement			$	55.7
Sensors and Safety Systems			6.3
Total remaining performance obligations			$	62.0

The majority of remaining performance obligations are related to service and support contracts, which the Company expects to fulfill approximately 60% within the next two years, approximately 75% within the next three years, and substantially all within four years.

The Company disaggregates revenue from contracts with customers by geographic locations and end markets for each of its segments as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.

Disaggregation of revenue for the three months ended June 27, 2025 was:

			Total						Test and Measurement						Sensors and Safety Systems
Geographic:
United States			$	256.1					$	67.7					$	188.4
China			85.1						52.3						32.8
Western Europe			61.0						25.9						35.1
All other			101.1						46.6						54.5
Total			$	503.3					$	192.5					$	310.8
End markets:
Diversified electronics			$	96.9					$	96.9					$	—
Communications			57.0						57.0						—
Semiconductors			38.6						38.6						—
Industrial manufacturing			104.1						—						104.1
Defense and space			84.4						—						84.4
Utilities			78.2						—						78.2
Other			44.1						—						44.1
Total			$	503.3					$	192.5					$	310.8

Disaggregation of revenue for the three months ended June 28, 2024 was:

			Total						Test and Measurement						Sensors and Safety Systems
Geographic:
United States			$	271.8					$	77.3					$	194.5
China			86.0						57.6						28.4
Western Europe			79.5						43.4						36.1
All other			96.4						48.1						48.3
Total			$	533.7					$	226.4					$	307.3
End markets:
Diversified electronics			$	123.8					$	123.8					$	—
Communications			57.4						57.4						—
Semiconductors			45.2						45.2						—
Industrial manufacturing			101.9						—						101.9
Defense and space			84.3						—						84.3
Utilities			67.2						—						67.2
Other			53.9						—						53.9
Total			$	533.7					$	226.4					$	307.3

Disaggregation of revenue for the six months ended June 27, 2025 was:

			Total						Test and Measurement						Sensors and Safety Systems
Geographic:
United States			$	503.1					$	131.8					$	371.3
China			157.4						96.4						61.0
Western Europe			127.2						57.8						69.4
All other			197.4						95.0						102.4
Total			$	985.1					$	381.0					$	604.1
End markets:
Diversified electronics			$	193.0					$	193.0					$	—
Communications			110.9						110.9						—
Semiconductors			77.1						77.1						—
Industrial manufacturing			205.4						—						205.4
Defense and space			161.6						—						161.6
Utilities			149.1						—						149.1
Other			88.0						—						88.0
Total			$	985.1					$	381.0					$	604.1

Disaggregation of revenue for the six months ended June 28, 2024 was:

			Total						Test and Measurement						Sensors and Safety Systems
Geographic:
United States			$	537.9					$	154.6					$	383.3
China			168.4						113.7						54.7
Western Europe			171.4						98.5						72.9
All other			197.2						103.8						93.4
Total			$	1,074.9					$	470.6					$	604.3
End markets:
Diversified electronics			$	253.8					$	253.8					$	—
Communications			125.6						125.6						—
Semiconductors			91.2						91.2						—
Industrial manufacturing			204.1						—						204.1
Defense and space			165.6						—						165.6
Utilities			128.5						—						128.5
Other			106.1						—						106.1
Total			$	1,074.9					$	470.6					$	604.3

Ralliant’s effective tax rates were 19.2% and 15.7% for the three and six months ended June 27, 2025, respectively, compared with 18.2% and 17.7% for the three and six months ended June 28, 2024, respectively. The increase in the effective tax rate for the three months ended June 27, 2025 compared with the three months ended June 28, 2024 was primarily related to changes in valuation allowances recorded in the three months ended June 27, 2025. The decrease in the effective tax rate for the six months ended June 27, 2025 compared with six months ended June 28, 2024 was primarily related to the impact of credits and deductions provided by law, including those associated with state income taxes, and changes in the Company’s uncertain tax position reserves.

Ralliant’s effective tax rate for the three and six months ended June 27, 2025 differs from the U.S. federal statutory rate of 21% due primarily to the impact of credits and deductions provided by law.

As of June 27, 2025, Ralliant had no stock-based compensation plans; however, certain of its employee were eligible to participate in Fortive’s 2016 Stock Incentive Plan (the “Fortive Stock Plan”) which provides for the grant of stock appreciation rights, restricted stock units (“RSUs”) and performance stock units (“PSUs”) (collectively, “Stock Awards”), stock options, or any other stock-based award. All grants of stock options and Stock Awards were made under the Fortive Stock Plan. For a full description of Fortive’s stock-based compensation programs in which certain Ralliant employees participate, reference is made to Note 13 to the Combined Financial Statements in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.

Stock-based compensation has been recognized as a component of Selling, general and administrative expenses in the Combined Condensed Statements of Earnings based on the portion of the awards that are ultimately expected to vest.

The following summarizes the components of the Company’s stock-based compensation expense under the Fortive Stock Plan:

			Three Months Ended												Six Months Ended
			June 27, 2025						June 28, 2024						June 27, 2025						June 28, 2024
Stock Awards:
Pretax compensation expense			$	6.6					$	3.4					$	11.4					$	8.2
Income tax benefit			(1.4)						(0.8)						(2.0)						(1.4)
Stock Award expense, net of income taxes			5.2						2.6						9.4						6.8
Stock options:
Pretax compensation expense			1.5						1.8						3.2						3.5
Income tax benefit			(0.3)						(0.4)						(0.5)						(0.6)
Stock option expense, net of income taxes			1.2						1.4						2.7						2.9
Total stock-based compensation:
Pretax compensation expense			8.1						5.2						14.6						11.7
Income tax benefit			(1.7)						(1.2)						(2.5)						(2.0)
Total stock-based compensation expense, net of income taxes			$	6.4					$	4.0					$	12.1					$	9.7

The following summarizes the unrecognized stock-based compensation expense for the Stock Awards and stock options as of June 27, 2025. This stock-based compensation expense is expected to be recognized over a weighted-average period of approximately two years, representing the remaining service period related to the awards. Future stock-based compensation amounts will be adjusted for any changes in estimated forfeitures.

In connection with the Separation, the Company established the Ralliant Corporation 2025 Stock Incentive Plan (the “Ralliant Stock Plan”). The outstanding equity awards of Fortive held by Ralliant employees were converted into or replaced with awards of Ralliant common stock under the Ralliant Stock Plan based on the three-day volume-weighted average price as of July 2, 2025, to maintain the economic value before and after the Separation date using the ratio of the Ralliant common stock fair market value relative to the Fortive common stock fair market value prior to the Separation. The incremental stock-based compensation expense to be recorded as a result of this equity award conversion will be approximately $22 million. For each equity award holder, the intent was to maintain the economic value of the equity awards before and after the Separation. The terms of the equity awards, such as the award period, exercisability and vesting schedule, as applicable, generally continue unchanged. Other than converted or replacement equity awards of Ralliant issued in replacement of Fortive’s RSUs and stock options, the terms of the converted or replacement equity awards of Ralliant (e.g., vesting date and expiration date) continued unchanged. As of June 28, 2025, 12 million shares of common stock were reserved for issuance under the Ralliant Stock Incentive Plan.

Ralliant is, from time to time, subject to a variety of litigation and other proceedings incidental to Ralliant’s business, including lawsuits involving claims for damages arising out of the use of our products and services, claims relating to intellectual property matters, employment matters, commercial disputes, and personal injury as well as regulatory investigations or enforcement. Ralliant may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties, or indemnities provided in connection with divested businesses. Some of these lawsuits may include claims for punitive and consequential as well as compensatory damages. Based upon Ralliant’s experience, current information and applicable law, Ralliant does not believe that these proceedings and claims will have a material adverse effect on Ralliant’s financial position, results of operations, or cash flows. There have been no material changes to the disclosures in Note 12 in the Notes to the Combined Financial Statements included in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly, and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and, in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known. During the three and six months ended June 27, 2025 and June 28, 2024, warranty related activity was immaterial.

Operating lease costs for each period are presented as follows:

Supplemental balance sheet and cash flow information related to operating leases for each period is presented as follows:

The Company has entered into a 10-year lease agreement for its corporate headquarters that has not yet commenced as of June 27, 2025. The estimated average annual lease payments under this agreement are $1.3 million.

Under Ralliant’s amended and restated certificate of incorporation, as of June 27, 2025, Ralliant’s authorized capital stock consists of 1,300.0 million common shares with par value $0.01 per share and 10.0 million preferred shares with par value $0.01 per share. On June 27, 2025, the 100 shares of Ralliant common stock held by Fortive were recapitalized into 112.7 million shares of Ralliant common stock held by Fortive. On June 28, 2025, Fortive distributed all of Ralliant’s issued and outstanding common stock to Fortive’s stockholders on a pro rata basis as discussed in Note 1. No preferred shares were issued or outstanding on June 27, 2025. Each share of Ralliant common stock entitled the holder to one vote on all matters to be voted upon by common stockholders. Ralliant’s Board of Directors (the “Board”) is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock, could potentially discourage attempts by third parties to obtain control of Ralliant through certain types of takeover practices. For additional information, see “Description of Capital Stock” in the Company’s Information Statement filed as an exhibit to the Company’s Form 10-12B/A on May 28, 2025.

Basic net earnings per share (“EPS”) is calculated by dividing net earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans under the treasury stock method, except where the inclusion of such shares would have an anti-dilutive impact.

The total number of shares outstanding on June 27, 2025 was 112.7 million, which is being utilized for the calculation of both basic and diluted earnings per share for the three and six months ended June 27, 2025 and June 28, 2024, as no Ralliant common stock equivalents were outstanding prior to June 28, 2025. In addition, since the Company was incorporated on September 26, 2024, there were no shares of the Company outstanding as of June 28, 2024.

Ralliant reports its results in two business segments consisting of Test and Measurement and Sensors and Safety Systems. Ralliant’s operating segments were determined based primarily on how the chief operating decision maker (“CODM”) views and evaluates the Company’s operations and identification of segment managers. Other factors including products and services, end markets served, and business cycle were also considered in determining the formation of operating segments. The Company's CODM is the chief executive officer.

The CODM uses operating profit at the segment level as the measure of profitability to assess performance and allocate resources, including merger and acquisition targets. The CODM also compares the actual results to expectations in assessing the performance of the segments. Operating profit represents total revenue less cost of sales and operating expenses. Operating expenses generally include selling, general and administrative expenses, and research and development expenses. Depreciation expense is recorded within both Cost of sales and Selling, general, and administrative expenses. Amortization expense is recorded within Selling, general, and administrative expenses. The identifiable assets by segment are those used in each segment’s operations. Inter-segment amounts are not significant and are eliminated in the combined totals. Unallocated costs and other costs are not considered part of the Company’s evaluation of reportable segment operating performance.

The Test and Measurement segment provides precision test and measurement instruments, systems, software, and services. Through its portfolio of industry leading solutions, including oscilloscopes, probes, source measuring units, semiconductor test systems, high-power bi-directional power supplies, and measurement analysis software packages, the Test and Measurement segment empowers scientists, engineers, and technicians to create and realize technological advances with greater efficiency, speed, and accuracy.

The Sensors and Safety Systems segment provides leading power grid monitoring solutions, safety systems for mission critical aero, defense, and space applications, and sensing solutions for critical environments where uptime, precision, and reliability are essential. This includes advanced monitoring, protection, and diagnostic solutions for high-voltage electrical assets in power generation, transmission, and distribution. Sensors and Safety Systems’ energetic materials, ignition safety systems, and precision pyrotechnic devices are used in mission-critical applications such as satellite deployment, rocket propulsion initiation, aerial vehicle safety systems, and military defense systems. The Sensors and Safety Systems segment also provides premium sensing products encompassing liquid level, flow, and pressure sensors, motion sensors and components, and hygienic sensors.

Segment results for the three months ended June 27, 2025 were:

Segment results for the three months ended June 28, 2024 were: