Capital Stock and Earnings Per Share

12 Months Ended

Dec. 31, 2025

NOTE 19. CAPITAL STOCK AND EARNINGS PER SHARE

Capital Stock

The Company’s authorized capital stock consists of 2.0 billion shares of common stock, par value $0.0001 per share, and 15.0 million shares of preferred stock with no par value, with all shares of preferred stock undesignated.

Each share of Vontier common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. Vontier’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 the common stock, could potentially discourage attempts by third parties to obtain control of Vontier through certain types of takeover practices.

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:


	Year Ended December 31
(in millions, except per share amounts)	2025		2024		2023
Numerator:
Net earnings	$	406.1	$	422.2	$	376.9

Denominator:
Basic weighted average common shares outstanding	146.7		152.8		155.1
Effect of dilutive stock awards	0.7		1.0		0.9
Diluted weighted average common shares outstanding	147.4		153.8		156.0

Earnings per share:
Basic	$	2.77	$	2.76	$	2.43
Diluted	$	2.76	$	2.75	$	2.42

Anti-dilutive shares	0.6		0.5		1.8

Share Repurchase Program

On April 30, 2025, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021 and replenished in May 2022, bringing the total amount authorized for future share repurchases to $500.0 million. 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.

During the year ended December 31, 2025, the Company repurchased 8.0 million of the Company’s shares for $300.2 million through open market transactions at an average price per share of $37.35.

During the third fiscal quarter of 2024, the Company entered into an ASR agreement with a third-party institution, whereupon the Company made a prepayment of $100.0 million. The ASR agreement settled during the third fiscal quarter of 2024. The Company received 3.0 million of the Company’s shares at an average price per share of $33.84 under the ASR.

During the fourth fiscal quarter of 2024, the Company entered into a share repurchase agreement with a third-party institution, whereupon the Company made a payment of $25.0 million. At the end of an agreed-upon trading period during the fourth fiscal quarter of 2024, the Company received 0.6 million of the Company’s shares at an average price per share of $39.57 under the share repurchase agreement.

The Company repurchased an additional 2.7 million of the Company’s shares for $99.7 million through open market transactions at an average price per share of $37.09 during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company repurchased 2.8 million of the Company’s shares for $74.7 million through open market transactions at an average price per share of $26.96.

As of December 31, 2025, the Company had remaining authorization to repurchase $267.4 million of its common stock under the share repurchase program.