Financing

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Financing

NOTE 10. FINANCING

The Company had the following debt outstanding as of December 31:

($ in millions)	2025		2024
Short-term borrowings:
Short-term borrowings and bank overdrafts	$	2.4	$	2.3
Long-term debt:
Three-Year Term Loans due 2028(a)	$	500.0	$	550.0
1.800% senior unsecured notes due 2026	500.0		500.0
2.400% senior unsecured notes due 2028	500.0		500.0
2.950% senior unsecured notes due 2031	600.0		600.0
Revolving Credit Facility due 2030	—		—
Total long-term debt	2,100.0		2,150.0
Less: current portion of long-term debt(a)	(499.8)		(50.0)
Less: discounts and debt issuance costs	(6.0)		(8.0)
Total long-term debt, net	$	1,594.2	$	2,092.0

(a) During February 2025, the Company repaid $50.0 million of the Three-Year Term Loans originally due 2025 and executed an amendment to extend the maturity date to February 2028. As of December 31, 2024, the Company classified $50.0 million and $500.0 million of the Three-Year Terms Loans originally due 2025 as a current liability and long-term liability, respectively, on the Consolidated Balance Sheets.

Debt issuance costs that have been netted against the aggregate principal amounts of the components of debt in the short-term borrowings section above are immaterial. Given the nature of the short-term borrowings, the carrying value approximates fair value as of December 31, 2025.

The Company made interest payments of $69.6 million, $75.6 million and $94.7 million during the years ended December 31, 2025, 2024 and 2023, respectively, related to the Company’s long-term debt.

As of December 31, 2025, the contractual maturities of the Company’s long-term debt were as follows:

($ in millions)
2026	$	500.0
2027	—
2028	1,000.0
2029	—
2030	—
Thereafter	600.0
Total principal payments	$	2,100.0

Credit Facilities

Amendments

During February 2025, the Company executed an amendment to the Revolving Credit Facility, which extended the maturity date to February 2030 and removed the SOFR adjustment (“Revolving Credit Facility due 2030”).

During February 2025, the Company executed an amendment to the Three-Year Term Loans originally due 2025 to extend the maturity date to February 2028 (“Three-Year Term Loans Due 2028”). As part of the amendment, the credit spread adjustment was removed and the ratings-based margin was reduced by 12.5 basis points.

The Company evaluated these amendments on a lender-by-lender basis and determined that certain lenders should be accounted for as a debt extinguishment and certain lenders should be accounted for as a debt modification. The Company recognized an immaterial loss on debt extinguishment related to the amendments during the year ended December 31, 2025. For the portion of the Term Loans considered to be extinguished and re-borrowed, the Company has presented offsetting constructive cash inflows and outflows of $83.3 million within financing activities on the Consolidated Statements of Cash Flows.

Second A&R Credit Agreement

During February 2025, the Company executed an amended and restated credit agreement (the “Second A&R Credit Agreement”), which consists of a $750.0 million Revolving Credit Facility. Two of the Company’s wholly-owned subsidiaries are Guarantors under the Second A&R Credit Agreement.

The Second A&R Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates. Certain affirmative covenants, including certain reporting requirements and requirements to establish cash dominion accounts with the administrative agent, are triggered by failing to maintain availability under the credit facility at or above specified thresholds or by the existence of an event of default under the facility.

The Second A&R Credit Agreement contains covenants which require a maximum consolidated leverage ratio of 3.75 to 1.0 and a minimum consolidated interest coverage ratio of 3.50 to 1.0.

The Second A&R Credit Agreement contains events of default customary for facilities of this nature, including, but not limited, to: (i) events of default resulting from the Borrowers’ failure or the failure of any credit party to comply with covenants (including the above-referenced financial covenants during periods in which the financial covenants are tested); (ii) the occurrence of a change of control; (iii) the institution of insolvency or similar proceedings against the Borrowers or any credit party; and (iv) the occurrence of a default under any other material indebtedness the Borrowers or any guarantor may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Second A&R Credit Agreement, the lenders will be able to declare any outstanding principal balance of the Credit Facility, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies, including remedies against the collateral, as more particularly specified in the Second A&R Credit Agreement. As of December 31, 2025, the Company was in compliance with its debt covenants under the Second A&R Credit Agreement.

Revolving Credit Facility

As of December 31, 2025, there were no borrowings outstanding and $750.0 million of borrowing capacity under the Revolving Credit Facility. The Revolving Credit Facility, which matures on February 12, 2030, bears interest at a variable rate equal to SOFR plus a ratings-based margin. The Revolving Credit Facility requires the Company to pay lenders a commitment fee for unused commitments of 0.110% to 0.300% based on a ratings grid.

Three-Year Term Loans Due 2028

The Three-Year Term Loans Due 2028, 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 December 31, 2025. The interest rate was 4.97% per annum as of December 31, 2025. As of December 31, 2025, there was no material difference between the carrying value and the estimated fair value of the debt outstanding.

Senior Unsecured Notes

On March 10, 2021, the Company completed the private placement of each of the following series of senior unsecured notes, which were subsequently registered with the U.S. Securities and Exchange Commission through a registered exchange offer that was completed during January 2022 (collectively, the “Registered Notes”):

•$500.0 million aggregate principal amount of senior notes due April 1, 2026 (the “2026 Notes”) issued at 99.855% of their principal amount and bearing interest at the rate of 1.800% per year;

•$500.0 million aggregate principal amount of senior notes due April 1, 2028 (the “2028 Notes”) issued at 99.703% of their principal amount and bearing interest at the rate of 2.400% per year; and

•$600.0 million aggregate principal amount of senior notes due April 1, 2031 the (the “2031 Notes”) issued at 99.791% of their principal amount and bearing interest at the rate of 2.950% per year.

The Registered Notes are fully and unconditionally guaranteed (the “Guarantees”), on a joint and several basis, by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantors”). Interest on the Registered Notes is payable semi-annually in arrears on April 1 and October 1 of each year. The Registered Notes and the Guarantees are the Company’s and the Guarantors’ general senior unsecured obligations.

The Company may redeem some or all of each series of the Registered Notes at any time prior to the dates specified in the Registered Notes indenture (the “Call Dates”) at a redemption price equal to the greater of (i) 100% of the principal amount of the Registered Notes of such series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such series of the Registered Notes to be redeemed discounted to the date of redemption on a semi-annual basis at the applicable Treasury Rate plus 20 basis points in the case of the 2026 Notes and 2028 Notes and plus 25 basis points in the case of the 2031 Notes, plus the accrued and unpaid interest. Call dates for the 2026 Notes, 2028 Notes and 2031 Notes are March 1, 2026, February 1, 2028 and January 1, 2031, respectively.

If a change of control triggering event occurs, the Company will, in certain circumstances, be required to make an offer to repurchase the Registered Notes at a purchase price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. A change of control triggering event is defined as the occurrence of both a change of control and a rating event, each as defined in the Registered Notes indenture. Except in connection with a change of control triggering event, the Registered Notes do not have any credit rating downgrade triggers that would accelerate the maturity of the Registered Notes.

The Registered Notes contain customary covenants, including limits on the incurrence of certain secured debt and sale-leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of December 31, 2025, the Company was in compliance with all of the covenants under the Registered Notes.

The estimated fair value of the Registered Notes was $1.5 billion as of December 31, 2025. 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 December 31, 2025, 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 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 Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of December 31, 2025.

Interest payments associated with the above short-term borrowings were not significant for the years ended December 31, 2025, 2024 and 2023.