Vontier VNT Form 10-Q filing Q2 FY2026

Item 1. Financial Statements (unaudited)

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VONTIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except per share amounts)

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VONTIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in millions, except per share amounts)

(unaudited)

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VONTIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY

(in millions, except per share amounts)

(unaudited)

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VONTIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (continued)

(in millions, except per share amounts)

(unaudited)

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VONTIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VONTIER CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Nature of Business

Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. The Company operates through three reportable segments which align to the Company’s three operating segments: (i) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure; (ii) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; and (iii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees.

Basis of Presentation and Unaudited Interim Financial Information

The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.

The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.

In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”).

Foreign Currency Translation and Transactions

Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient when estimating expected credit losses to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. ASU 2025-05 is effective for the Company’s interim and annual financial statements for the year ended December 31, 2026. ASU 2025-05 was adopted prospectively and did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

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 (“ASU 2024-03”), which requires disclosure of certain expense categories that are included within relevant income statement expense captions. ASU 2024-03 is effective for the Company’s annual financial statements for the year ended December 31, 2027, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2028, with early adoption permitted. ASU 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing the impact ASU 2024-03 will have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends when an entity begins capitalizing eligible software costs by removing references to project stages. Under ASU 2025-06, an entity will begin capitalizing software costs when management has authorized and committed to funding the software project and the software project has met the probable-to-complete recognition threshold. ASU 2025-06 is effective for the Company’s interim and annual financial statements for the year ended December 31, 2028, with early adoption permitted. ASU 2025-06 may be applied prospectively, retrospectively or using a modified transition approach based on the status of the software project at adoption. The Company is currently assessing the impact ASU 2025-06 will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements resulting in a comprehensive list of interim disclosures that are required by GAAP, and includes a disclosure principle that requires the disclosure of events since the end of the last annual reporting period that have a material impact on the Company. ASU 2025-11 is effective for the Company’s interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2028, with early adoption permitted. ASU 2025-11 may be applied either prospectively or retrospectively. The Company is currently assessing the impact ASU 2025-11 will have on its consolidated financial statements.

NOTE 2. FINANCING AND TRADE RECEIVABLES

Financing receivables are primarily comprised of commercial purchase security agreements originated between the Company’s franchisees and technicians or independent shop owners that are assumed by the Company (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”) in the Repair Solutions segment. The Company also has financing receivables in its Environmental & Fueling Solutions and Mobility Technologies segments which totaled $26.3 million and $20.1 million as of July 3, 2026 and December 31, 2025, respectively.

The following disclosures relate to the financing receivables in the Repair Solutions segment.

Repair Solutions Financing Receivables

PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up to five years. Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost.

Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory.

Financing receivables are generally secured by the underlying tools and equipment financed.

Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets and was insignificant as of July 3, 2026 and December 31, 2025.

Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.

The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:

The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:

As of July 3, 2026 and December 31, 2025, the net unamortized discount on our financing receivables was $18.5 million and $18.9 million, respectively.

During the six months ended July 3, 2026, the Company began using internal risk ratings to assess the credit quality of its PSAs financing receivables portfolio. The internal risk rating is determined at the time of origination based on the overall creditworthiness of the borrower, with an “A” rating representing the highest credit quality.

Internal risk rating and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the six months ended July 3, 2026, is as follows:

Past Due

PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:

Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of July 3, 2026 and December 31, 2025.

Uncollectable Status

PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days.

Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received for one year.

The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured.

Allowance for Credit Losses Related to Financing Receivables

The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded.

The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:

Allowance for Credit Losses Related to Trade Accounts Receivables

The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:

NOTE 3. INVENTORIES

The classes of inventory as of July 3, 2026 and December 31, 2025 are summarized as follows:

NOTE 4. FINANCING

The Company had the following debt outstanding as of:

(a) The 364-day Term Loan due 2027 is presented net of unamortized debt issuance costs.

The Company’s long-term debt requires, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of July 3, 2026.

Credit Facilities

Revolving Credit Facility

The Revolving Credit Facility bears interest at a variable rate equal to SOFR plus a ratings-based margin. During the three and six months ended July 3, 2026, the Company borrowed and repaid $70.0 million under the Revolving Credit Facility. As of July 3, 2026, there were no borrowings outstanding and $750.0 million of available borrowing capacity under the Revolving Credit Facility.

364-day Term Loan Due 2027

On March 31, 2026, the Company entered into a 364-day Term Loan Agreement (the “364-day Term Loan due 2027”). The Company utilized the $300.0 million of proceeds from the 364-day Term Loan due 2027 to partially fund the repayment of the senior notes due 2026, as further discussed below.

The 364-day Term Loan due 2027, which matures on March 30, 2027, bears interest at a variable rate equal to SOFR plus a ratings-based margin which was 95.0 basis points as of July 3, 2026. The interest rate was 4.62% per annum as of July 3, 2026. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of July 3, 2026.

Three-Year Term Loans Due 2028

The Three-Year Term Loans Due 2028 (together with the 364-day Term Loan due 2027, the “Term Loans”), which mature on February 12, 2028, bear interest at a variable rate equal to SOFR plus a ratings-based margin which was 112.5 basis points as of July 3, 2026. The interest rate was 4.79% per annum as of July 3, 2026. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of July 3, 2026.

Senior Unsecured Notes

On April 1, 2026, the Company repaid the $500.0 million senior notes due April 1, 2026, with $300.0 million from proceeds from the 364-day Term Loan due 2027 and $200.0 million cash on hand. As of July 3, 2026, the Company’s senior unsecured notes (collectively, the “Registered Notes”) consist of the following:

• $500.0 million aggregate principal amount of senior notes due April 1, 2028 bearing interest at the rate of 2.400% per year; and
• $600.0 million aggregate principal amount of senior notes due April 1, 2031 bearing interest at the rate of 2.950% per year.

The estimated fair value of the Registered Notes was $1.0 billion as of July 3, 2026. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing.

Short-term Borrowings

As of July 3, 2026, certain of the Company’s businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries also included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of July 3, 2026.

NOTE 5. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in Accumulated other comprehensive income by component are summarized below:

The changes in Accumulated other comprehensive income by component are summarized below:

NOTE 6. SALES

Contract Assets

In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $7.3 million and $9.8 million as of July 3, 2026 and December 31, 2025, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.

Contract Costs

The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of July 3, 2026 and December 31, 2025, the Company had $3.3 million and $106.6 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets. The change in contract costs from December 31, 2025 to July 3, 2026 was primarily due to the sale of a business.

Contract Liabilities

The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.

The Company’s contract liabilities consisted of the following:

During the three and six months ended July 3, 2026, the Company recognized $18.2 million and $49.5 million of revenue related to the Company’s contract liabilities at December 31, 2025. The change in contract liabilities from December 31, 2025 to July 3, 2026 was primarily due to the sale of a business, timing of cash receipts and sales of PCS and extended warranty services.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to performance obligations which are unsatisfied as of the end of the period. The Company has excluded performance obligations with an original expected duration of one year or less and amounts for variable consideration allocated to wholly-unsatisfied performance obligations. Remaining performance obligations as of July 3, 2026 were $274.9 million, the majority of which are related to software-as-a-service and extended warranty and service contracts. The Company expects approximately 50 percent of the remaining performance obligations will be fulfilled within the next two years, 70 percent within the next three years, and 80 percent within four years.

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by sales of products and services and geographic location for each of the Company’s reportable segments, as it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Disaggregation of revenue was as follows for the three months ended July 3, 2026:

(a) Includes total sales in the United States of $527.8 million.

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

(a) Includes total sales in the United States of $520.1 million.

Disaggregation of revenue was as follows for the six months ended July 3, 2026:

(a) Includes total sales in the United States of $1,042.7 million.

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

(a) Includes total sales in the United States of $1,015.4 million.

NOTE 7. INCOME TAXES

The Company’s effective tax rate for the three and six months ended July 3, 2026 was 37.4% and 26.2% as compared to 23.9% and 22.4% for the three and six months ended June 27, 2025. The increase in the effective tax rate for the three and six months ended July 3, 2026 as compared to the comparable period in the prior year was primarily due to unfavorable tax impacts related to business reorganizations and divestitures, state income taxes, and non-U.S. income taxed at different rates during the three and six months ended July 3, 2026.

The Company’s effective tax rate for the three and six months ended July 3, 2026 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, non-U.S. income taxed at different rates than the U.S. federal statutory rate, uncertain tax positions, tax credits, and business reorganizations and divestitures. The Company’s effective tax rate for the three and six months ended June 27, 2025 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, non-U.S. income taxed at different rates than the U.S. federal statutory rate, foreign derived intangible income, and tax credits.

NOTE 8. SEGMENT INFORMATION

The President and CEO of Vontier has been identified as the Company’s chief operating decision maker (“CODM”). Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other related charges and other unallocated income or expense not indicative of the segment’s core operating performance. Corporate costs represent general and administrative expenses for the Company’s corporate functions, including transaction and deal-related costs.

As part of the CODM’s assessment of the Repair Solutions segment, a capital charge calculated based on the segment’s average gross outstanding financing receivables portfolio during the period and an estimated weighted average cost of capital is assessed by Corporate (the “Repair Solutions Capital Charge”).

The CODM does not regularly review any expenses on a segment basis. The CODM is regularly provided with actual and forecasted bookings and sales, and the related core growth for each, and segment operating profit and the related margin on a segment basis to assess segment performance. The CODM also reviews prior forecast to current forecast variances for bookings, sales and segment operating profit as part of the assessment of segment performance.

Intersegment sales primarily result from solutions developed by the Mobility Technologies segment that are integrated into products sold by the Environmental & Fueling Solutions segment. Intersegment sales are recorded at cost plus a margin which is intended to reflect the contribution made by the Mobility Technologies segment. Segment operating profit includes the operating profit from intersegment sales.

The Company’s CODM does not review any information regarding total assets on a segment basis.

Segment results for the three months ended July 3, 2026 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $16.2 million.

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

(a) Repair Solutions includes interest income related to financing receivables of $18.6 million.

Segment results for the six months ended July 3, 2026 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $34.7 million.

Segment results for the six months ended June 27, 2025 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $36.9 million.

Other segment items for each reportable segment includes the following for all periods presented:

• Environmental & Fueling Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.
• Mobility Technologies: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.
• Repair Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses, research and development expenses and the Repair Solutions Capital Charge. The Repair Solutions Capital Charge was $10.5 million, $10.8 million, $21.3 million and $21.7 million for the three and six months ended July 3, 2026 and June 27, 2025, respectively.

Other segment items does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, as further discussed above.

A reconciliation of segment operating profit to earnings before income taxes for the three and six months ended July 3, 2026 and June 27, 2025 were as follows:

Depreciation expense by segment for the three and six months ended July 3, 2026 and June 27, 2025 were as follows:

NOTE 9. LITIGATION AND CONTINGENCIES

Warranty

Estimated warranty costs are generally accrued at the time of sale as a component of Cost of sales on the Consolidated Condensed Statements of Earnings and Comprehensive Income. In general, manufactured products are warrantied 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.

The following is a rollforward of the accrued warranty liability:

Litigation and Other Contingencies

The Company is involved in legal proceedings from time to time in the ordinary course of its business. Although the outcome of such matters is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

In accordance with accounting guidance, the Company records a liability in the Consolidated Condensed Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed.

Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:

Guarantees

As of July 3, 2026 and December 31, 2025, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of approximately $80.2 million and $77.1 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions.

NOTE 10. CAPITAL STOCK AND EARNINGS PER SHARE

Earnings Per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact.

Information related to the calculation of net earnings per share of common stock is summarized as follows:

Share Repurchase Program

On May 19, 2026, the Company’s Board of Directors approved an increase to the Company’s previously approved share repurchase program, bringing the total amount authorized for future share repurchases to $1.0 billion. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.

The Company repurchased 4.4 million of the Company’s shares for $130.0 million through open market transactions at an average price per share of $29.47 during the three months ended July 3, 2026 and 6.2 million of the Company’s shares for $200.0 million through open market transactions at an average price per share of $32.11 during the six months ended July 3, 2026. As of July 3, 2026, the Company has remaining authorization to repurchase $904.5 million of its common stock under the share repurchase program.

NOTE 11. DIVESTITURES

On June 30, 2026, the Company completed the sale of its Teletrac Navman business, receiving consideration with an estimated fair value of $208.2 million, consisting of $85.0 million in cash, seller’s notes with an estimated fair value of $99.8 million, and a retained minority interest in the Teletrac Navman business with an estimated fair value of $23.4 million. As a result of the transaction, the Company recognized a preliminary loss of $86.2 million, subject to the finalization of customary working capital adjustments, during the three and six months ended July 3, 2026, which is presented in Loss on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income.

The seller’s notes consist of a $9.0 million unsecured seller’s note that matures on June 30, 2027 (the “Seller’s Note due 2027”) and a $100.0 million secured seller’s note that matures on June 30, 2030 (the “Seller’s Note due 2030”). The Seller’s Note due 2027 bears interest at a fixed rate of 6.0%, which is payable at the maturity date, and requires repayment of the outstanding principal balance at maturity. The Seller’s Note due 2030 bears interest at a fixed rate of 6.0%, which is payable every six months either in cash or in kind. The Seller’s Note due 2030 requires repayment of 25% of the outstanding principal and accrued interest balance on December 31, 2029, with the remaining balance due at maturity and is secured by a first priority lien in the equity of the entity that acquired the Teletrac Navman business. Both seller’s notes may be prepaid at any time without penalty, with certain events that would trigger a required prepayment. The Seller’s Note due 2027 is presented in Prepaid expenses and other current assets in the Consolidated Condensed Balance Sheets and the Seller’s Note due 2030 and the retained minority interest, which is accounted for under the equity method, are presented in Other assets in the Consolidated Condensed Balance Sheets. The consideration received from the seller’s notes and the retained minority interest are noncash investing activities in the Consolidated Condensed Statements of Cash Flows.

There is a transition services agreement in place between the Company and Teletrac Navman which sets forth the terms and conditions pursuant to which the Company will provide certain services to Teletrac Navman. The operations of the Teletrac Navman business, which was presented in the Company’s Mobility Technologies segment, did not meet the criteria to be presented as discontinued operations. Transactions with Teletrac Navman and its affiliates are considered related party transactions.

NOTE 12. SUBSEQUENT EVENTS

During July 2026, the Company repurchased 1.4 million of the Company’s shares through open market transactions for $40.0 million.

On July 31, 2026, the Company completed the acquisition of EKOS for $43.0 million in cash, and contingent consideration that could reach up to $36.0 million if certain annual recurring revenue targets are achieved. EKOS, which is based in the United States, is a provider of cloud-connected fleet, fuel and electric vehicle management software. The acquisition allows the Company to seamlessly integrate EKOS’ software solutions into the Company’s existing hardware solutions for commercial fleet customers. Due to the timing of the acquisition, the preliminary purchase price allocation is not yet complete. EKOS will be presented in the Company’s Mobility Technologies segment beginning on the date of acquisition.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) and our Consolidated Condensed Financial Statements as of and for the three and six months ended July 3, 2026 included in this Form 10-Q.

conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws.

OVERVIEW

General

Vontier is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier powers the way the world moves, delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide.

We operate through three reportable segments which align to our three operating segments: (i) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure; (ii) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; and (iii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees.

Outlook

We expect core sales to increase on a year-over-year basis in 2026. Our outlook is subject to various assumptions and risks, including but not limited to the impact of changes in United States and international trade policies, other changes in governmental policies or regulations, the resilience and durability of the economies of the United States and other critical regions, the condition of global supply chains, including the availability of electronic components, the impact of international conflicts, including Russia-Ukraine and conflicts in the Middle East and market conditions in key end product segments. Additional uncertainties are identified in “Information Relating to Forward-Looking Statements” above and in “Risk Factors” in our 2025 Annual Report on Form 10-K.

We continue to monitor the macroeconomic and geopolitical conditions which may impact our business, including monetary and fiscal policies, changes in the banking system and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development. We also continue to monitor the Russia-Ukraine conflict and conflicts in the Middle East and the impact on our business and operations. As of the filing date of this report, we do not believe they are material.

Since the second quarter of 2025, the United States has adopted a markedly enhanced and continually shifting tariff policy affecting imports into the U.S., including a baseline tariff against most imported goods in addition to certain country- and product-specific tariffs. In response, certain countries have announced retaliatory tariffs on their imports of U.S.-origin goods. Though the United States has reached trade agreements with certain countries and the U.S. Supreme Court has struck down the legal basis for some of the implemented tariffs, the U.S. President has imposed new tariffs to replace the invalidated tariffs and continues to implement historically elevated tariffs affecting certain types of imports and certain countries of origin. Many of these tariffs are subject to current legal challenges, while others may be vulnerable to new, near-term legal challenges. Accordingly, significant uncertainty around future tariff policies remains. The United States is conducting investigations regarding certain products that could result in higher tariffs. We import inventory into the United States from a number of countries, and we expect costs to import inventory into the United States to increase. We continue to diversify our supply chain to reduce our exposure to tariffs on imports into the United States, particularly on products from countries that are currently subject to comparatively high tariffs. In addition, certain of our products that are manufactured in the United States are exported internationally and are subject to retaliatory tariffs in the countries of import. If we are unable to effectively mitigate the financial impact of tariffs, or if tariffs lead to other impacts, including but not limited to a decrease in demand for our products or an increase in our costs, it could have a material impact on our business, financial condition or results of operations.

RESULTS OF OPERATIONS

Comparison of Results of Operations

(a) Excluding amortization of acquisition-related intangible assets.

Sales

The components of our consolidated sales growth were as follows for the periods indicated:

Sales for each of our segments were as follows for the periods indicated:

(a) Includes $21.2 million, $19.1 million, $37.6 million, and $31.3 million of intersegment sales for the three and six months ended July 3, 2026 and June 27, 2025, respectively, that are eliminated in consolidation.

Environmental & Fueling Solutions

The components of sales growth for our Environmental & Fueling Solutions segment were as follows for the periods indicated:

Total sales within our Environmental & Fueling Solutions segment increased 1.3% during the three months ended July 3, 2026, as compared to the comparable period in 2025, driven by a 4.6% increase in core sales and a 0.4% increase due to the impact of currency translation, partially offset by a 3.7% decrease due to the impact of recently exited businesses and product lines. The increase in core sales was due to growth in dispenser systems and aftermarket products.

Total sales within our Environmental & Fueling Solutions segment increased 2.8% during the six months ended July 3, 2026, as compared to the comparable period in 2025, driven by a 5.3% increase in core sales and a 1.1% increase due to the impact of currency translation, partially offset by a 3.6% decrease due to the impact of recently exited businesses and product lines. The increase in core sales was due to growth in dispenser systems and aftermarket products.

Mobility Technologies

The components of sales growth for our Mobility Technologies segment were as follows for the periods indicated:

Total sales within our Mobility Technologies segment decreased 6.2% during the three months ended July 3, 2026, as compared to the comparable period in 2025, driven by a 4.9% decrease in core sales and a 2.0% decrease due to the impact of recently exited businesses and product lines, partially offset by a 0.7% increase due to the impact of currency translation. The decrease in core sales was due to the timing of revenue recognition related to certain projects during the three months ended June 27, 2025, partially offset by growth in our convenience retail payment and enterprise productivity solutions.

Total sales within our Mobility Technologies segment decreased 3.4% during the six months ended July 3, 2026 as compared to the comparable period in 2025, driven by a 3.1% decrease in core sales and a 1.7% decrease due to the impact of recently exited businesses and product lines, partially offset by a 1.4% increase due to the impact of currency translation. The decrease in core sales was due to the timing of revenue recognition related to certain projects during the six months ended June 27, 2025, partially offset by growth in our convenience retail payment and enterprise productivity solutions.

Repair Solutions

The components of sales growth for our Repair Solutions segment were as follows for the periods indicated:

Total sales and core sales within our Repair Solutions segment decreased 1.3% during the three months ended July 3, 2026, as compared to the comparable period in 2025 due to macroeconomic impacts on service technicians’ discretionary spending on higher-cost products.

Total sales and core sales within our Repair Solutions segment decreased 0.7% during the six months ended July 3, 2026, as compared to the comparable period in 2025 due to macroeconomic impacts on service technicians’ discretionary spending on higher-cost products.

Cost of Sales

Cost of sales, excluding amortization of acquisition-related intangible assets, decreased $11.4 million, or 2.8%, for the three months ended July 3, 2026, as compared to the comparable period in 2025, due to an approximately $12.0 million benefit related to the refund of tariffs related to inventory sold in the prior year. Cost of sales, excluding amortization of acquisition-related intangible assets, as a percentage of sales decreased 30 basis points during the same period.

Cost of sales, excluding amortization of acquisition-related intangible assets, decreased $4.0 million, or 0.5%, for the six months ended July 3, 2026, as compared to the comparable period in 2025, due to an approximately $12.0 million benefit related to the refund of tariffs related to inventory sold in the prior year, partially offset by increased costs from inflationary pressures. Cost of sales, excluding amortization of acquisition-related intangible assets, as a percentage of sales was flat during the same period.

Operating Costs and Other Expenses

SG&A Expenses

SG&A expenses increased $0.3 million, or 0.2%, during the three months ended July 3, 2026, as compared to the comparable period in 2025. SG&A expenses as a percentage of sales increased 50 basis points during the same period.

SG&A expenses decreased $1.0 million, or 0.3%, during the six months ended July 3, 2026, as compared to the comparable period in 2025 due to productivity and cost savings initiatives, partially offset by an approximately $2.0 million increase in variable compensation from the tariff refund benefit further discussed above. SG&A expenses as a percentage of sales increased 10 basis points during the same period.

R&D Expenses

R&D expenses decreased $12.4 million, or 26.1%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, due to productivity and cost savings initiatives. R&D expenses as a percentage of sales decreased 150 basis points during the three months ended July 3, 2026, as compared to the comparable period in 2025.

R&D expenses decreased $11.2 million, or 12.8%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, due to productivity and cost savings initiatives. R&D expenses as a percentage of sales decreased 70 basis points during the six months ended July 3, 2026, as compared to the comparable period in 2025.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets decreased $3.6 million, or 18.8%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, due to certain intangible assets becoming fully amortized between periods. Amortization of acquisition-related intangible assets as a percentage of sales decreased 40 basis points during the same periods.

Amortization of acquisition-related intangible assets decreased $6.1 million, or 15.7%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, due to certain intangible assets becoming fully amortized between periods. Amortization of acquisition-related intangible assets as a percentage of sales decreased 40 basis points during the same periods.

Operating Profit

Operating profit increased $10.3 million, or 7.6%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, and operating profit margins increased 180 basis points during the same period.

Operating profit increased $15.0 million, or 5.6%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, and operating profit margins increased 110 basis points during the same period.

Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other related charges and other unallocated income or expense not indicative of the segment’s core operating performance. As part of the CODM’s assessment of the Repair Solutions segment, a capital charge calculated based on the segment’s average gross outstanding financing receivables portfolio during the period and an estimated weighted average cost of capital is assessed by Corporate (the “Repair Solutions Capital Charge”). Refer to Note 8. Segment Information to the Consolidated Condensed Financial Statements for additional information.

Segment operating profit, operating profit and related margins were as follows for the periods indicated:

(a) Margin for corporate & other unallocated costs is presented as a percentage of total sales. Refer to further discussion of Corporate & other unallocated costs below.

Environmental & Fueling Solutions

Segment operating profit for our Environmental & Fueling Solutions segment increased $9.9 million, or 9.4%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin increased 240 basis points during the same period. The increase in segment operating profit margin was driven by the benefit from the refund of tariffs related to inventory sold in the prior year.

Segment operating profit for our Environmental & Fueling Solutions segment increased $14.3 million, or 7.0%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin increased 120 basis points during the same period. The increase in segment operating profit margin was driven by the benefit from the refund of tariffs related to inventory sold in the prior year.

Mobility Technologies

Segment operating profit for our Mobility Technologies segment increased $1.8 million, or 3.4%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin increased 190 basis points during the same period. The increase in segment operating profit margin was due to a decrease in R&D expenses from productivity and cost savings initiatives.

Segment operating profit for our Mobility Technologies segment decreased $5.4 million, or 5.1%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin decreased 30 basis points during the same period. The decrease in segment operating profit margin was due to product mix, partially offset by a decrease in R&D expenses from productivity and cost savings initiatives.

Repair Solutions

Segment operating profit for our Repair Solutions segment decreased $3.1 million, or 9.9%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin decreased 180 basis points during the same period. The decrease in segment operating profit margin was due to unfavorable price-cost and product mix.

Segment operating profit for our Repair Solutions segment decreased $5.9 million, or 9.1%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin decreased 180 basis points during the same period. The decrease in segment operating profit margin was due to unfavorable price-cost and product mix.

Corporate & Other Unallocated Costs

Corporate & other unallocated costs consists of the following for the periods indicated:

Corporate & other unallocated costs decreased $1.7 million, or 3.1%, during the three months ended July 3, 2026, as compared to the comparable period in 2025, due to savings from focus and prioritization process initiatives and a $3.6 million decrease in amortization of acquisition-related intangible assets from certain intangible assets becoming fully amortized between periods, partially offset by a $3.6 million increase in expense from asbestos reserve related adjustments. Corporate & other unallocated costs as a percentage of total sales decreased 10 basis points during the three months ended July 3, 2026, as compared to the comparable period in 2025.

Corporate & other unallocated costs decreased $12.0 million, or 11.2%, during the six months ended July 3, 2026, as compared to the comparable period in 2025, due to a $11.9 million decrease in other unallocated expense from $6.6 million of asset impairments recognized during the six months ended June 27, 2025 and a $6.1 million decrease in amortization of acquisition-related intangible assets from certain intangible assets becoming fully amortized between periods, partially offset by a $4.5 million increase in expense from asbestos reserve related adjustments and an increase in restructuring and other related charges of $2.4 million from certain restructuring activities during the period. Corporate & other unallocated costs as a percentage of total sales decreased 70 basis points during the six months ended July 3, 2026, as compared to the comparable period in 2025.

NON-GAAP FINANCIAL MEASURES

Core Sales

We define core sales as total sales excluding (i) sales from acquired and certain divested businesses; (ii) the impact of currency translation; and (iii) certain other items.

• References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to certain divested or exited businesses or product lines not considered discontinued operations.
• The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales from acquired businesses) and (b) the period-to-period change in sales, including foreign operations, (excluding sales from acquired businesses) after applying the current period foreign exchange rates to the prior year period.
• The portion of sales attributable to other items is calculated as the impact of those items which are not directly correlated to core sales which do not have an impact on the current or comparable period.

Core sales should be considered in addition to, and not as a replacement for or superior to, total sales, and may not be comparable to similarly titled measures reported by other companies.

Management believes that reporting the non-GAAP financial measure of core sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our sales performance with our performance in prior and future periods and to our peers. We exclude the effect of acquisitions and certain divestiture-related items because the nature, size and number of such transactions can vary dramatically from period to period and between us and our peers. We exclude the effect of currency translation and certain other items from core sales because these items are either not under management’s control or relate to items not directly correlated to core sales. Management believes the exclusion of these items from core sales may facilitate assessment of underlying business trends and may assist in comparisons of long-term performance.

INTEREST COSTS

Interest expense, net was $16.6 million during the three months ended July 3, 2026, as compared to $15.6 million for the comparable period in 2025, an increase of $1.0 million, driven by an increase in interest rates between periods.

Interest expense, net was $30.3 million during the six months ended July 3, 2026, as compared to $30.7 million for the comparable period in 2025, a decrease of $0.4 million.

For a discussion of our outstanding indebtedness, refer to Note 4. Financing to the Consolidated Condensed Financial Statements.

INCOME TAXES

Our effective tax rate for the three and six months ended July 3, 2026 was 37.4% and 26.2% as compared to 23.9% and 22.4% for the three and six months ended June 27, 2025. The increase in the effective tax rate for the three and six months ended July 3, 2026 as compared to the comparable period in the prior year was primarily due to unfavorable tax impacts related to business reorganizations and divestitures, state income taxes, and non-U.S. income taxed at different rates during the three and six months ended July 3, 2026.

COMPREHENSIVE INCOME

Comprehensive income decreased by $87.2 million during the three months ended July 3, 2026, as compared to the comparable period in 2025. Comprehensive income for the three months ended July 3, 2026 includes a loss on the sale of our Teletrac Navman business of $86.2 million and favorable foreign currency translation adjustments of $32.2 million while comprehensive income for the three months ended June 27, 2025 includes favorable foreign currency translation adjustments of $55.0 million.

Comprehensive income decreased by $101.1 million during the six months ended July 3, 2026, as compared to the comparable period in 2025. Comprehensive income for the six months ended July 3, 2026 includes a loss on the sale of our Teletrac Navman business of $86.2 million and favorable foreign currency translation adjustments of $27.4 million while comprehensive income for the six months ended June 27, 2025 includes favorable foreign currency translation adjustments of $70.0 million.

LIQUIDITY AND CAPITAL RESOURCES

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. As of July 3, 2026, we held $265.8 million of cash and cash equivalents and had $750.0 million of borrowing capacity under our revolving credit facility. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to continue to support working capital needs, capital expenditures, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities and pension plans as required, invest in existing businesses, consummate strategic acquisitions, manage our capital structure on a short and long-term basis and support other business needs or objectives. We also have purchase obligations which consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. As of July 3, 2026, we believe that we have sufficient liquidity to satisfy our cash needs.

Our long-term debt requires, among others, that we maintain certain financial covenants, and we were in compliance with all of these covenants as of July 3, 2026.

2026 Financing and Capital Transactions

During the six months ended July 3, 2026, we completed the following financing and capital transactions:

• Entered into a $300.0 million 364-day Term Loan due 2027;
• Repaid the $500.0 million senior notes due April 1, 2026 using the proceeds from the 364-day Term Loan due 2027 and cash on hand;
• Repurchased 6.2 million shares for $200.0 million in the open market.

Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for more information related to our long-term indebtedness and Note 10. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for more information related to our share repurchases.

Overview of Cash Flows and Liquidity

Following is an overview of our cash flows and liquidity:

Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for income taxes, restructuring activities and other items impact reported cash flows.

Cash flows from operating activities were $162.8 million during the six months ended July 3, 2026, a decrease of $47.6 million, as compared to the comparable period in 2025. The year-over-year change in operating cash flows was primarily attributable to the following factors:

• The aggregate of accounts receivable and long-term financing receivables used $52.2 million of operating cash flows during the six months ended July 3, 2026 compared to generating $17.5 million in the comparable period of 2025. The amount of cash flow generated from or used by accounts receivable depends upon how effectively we manage the cash conversion cycle and can be significantly impacted by the timing of collections in a period. Additionally, when we originate certain financing receivables, we assume the financing receivable by decreasing the franchisee’s trade accounts receivable. As a result, originations of certain financing receivables are non-cash transactions.
• The aggregate of other operating assets and liabilities used $73.3 million during the six months ended July 3, 2026 compared to using $69.4 million in the comparable period of 2025. This change is due primarily to working capital needs and the timing of accruals and payments and tax-related amounts.

Investing Activities

Net cash provided by investing activities was $33.6 million during the six months ended July 3, 2026, driven by proceeds from the sale of our Teletrac Navman business, partially offset by payments for additions to property, plant and equipment. Net cash used in investing activities was $44.7 million during the six months ended June 27, 2025, driven by payments for additions to property, plant and equipment and cash paid for the acquisition of Sergeant Sudz.

We made capital expenditures of $43.1 million and $34.4 million during the six months ended July 3, 2026 and June 27, 2025, respectively.

Financing Activities

Net cash used in financing activities was $418.9 million during the six months ended July 3, 2026, driven by the net repayment of $200.0 million of debt and repurchases of the Company’s common stock of $200.0 million. Net cash used in financing activities was $174.6 million during the six months ended June 27, 2025, driven by repurchases of the Company’s common stock of $105.1 million and the voluntary repayment of $50.0 million of the Three-Year Term Loans due 2025.

Share Repurchase Program

Refer to Note 10. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for a description of the Company’s share repurchase program.

Dividends

We paid regular quarterly cash dividends of $0.025 per share during the six months ended July 3, 2026. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.

Supplemental Guarantor Financial Information

As of July 3, 2026, we had $1.1 billion in aggregate principal amount of the Registered Notes and $800.0 million in aggregate principal amount outstanding of the Term Loans. Our obligations to pay principal and interest on the Registered Notes and Term Loans are fully and unconditionally guaranteed on a joint and several basis on an unsecured, unsubordinated basis by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”). Our other subsidiaries do not guarantee any such indebtedness (collectively, the “Non-Guarantor Subsidiaries”). Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for additional information regarding the terms of our Registered Notes and the Term Loans.

The Registered Notes and the guarantees thereof are the Company’s and the Guarantor Subsidiaries’ senior unsecured obligations and:

• rank without preference or priority among themselves and equally in right of payment with our existing and any future unsecured and unsubordinated indebtedness, including, without limitation, indebtedness under our credit agreement;
• are senior in right of payment to any of our existing and future indebtedness that is subordinated to the notes;
• are effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness; and
• are structurally subordinated to all existing and any future indebtedness and any other liabilities of our Non-Guarantor Subsidiaries.

The following tables present summarized financial information for Vontier Corporation and the Guarantor Subsidiaries on a combined basis and after the elimination of (a) intercompany transactions and balances between Vontier Corporation and the Guarantor Subsidiaries and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes to the Company’s critical accounting estimates described in the Company’s 2025 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2025 Annual Report on Form 10-K. There were no material changes to this information during the six months ended July 3, 2026.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of the President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, these disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2024, we began a multi-year project to migrate to a new enterprise resource planning (“ERP”) system through a phased implementation across our businesses. As we progress through our phased implementation plan, we continue to evaluate the design and operating effectiveness of our internal controls, and will implement any required control changes prior to going live with our new ERP system at each location. We will evaluate quarterly whether any such changes materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Vontier is party in the ordinary course of business, and may in the future be involved in, legal proceedings, litigation, claims, and government investigations. Although the results of the legal proceedings, claims, and government investigations in which we are involved cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or operating results.

Refer to Note 9. Litigation and Contingencies to the Consolidated Condensed Financial Statements in this Form 10-Q for more information on certain legal proceedings.

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in “Risk Factors” in Part I - Item 1A of our 2025 Annual Report on Form 10-K. There have been no material changes to the risk factors reported in our 2025 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable.

(b) Not applicable.

(c) Purchases of Equity Securities by the Issuer

On May 19, 2026, the Company’s Board of Directors approved an increase to the Company’s previously approved share repurchase program, bringing the total amount authorized for future share repurchases to $1.0 billion. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.

The following table sets forth our share repurchase activity for the three months ended July 3, 2026:

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended July 3, 2026, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

ITEM 6. EXHIBITS