Form: 10-12B

Registration of securities [Section 12(b)]

May 5, 2025

Documents

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As Filed with the Securities and Exchange Commission on May 5, 2025
File No.          ​
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10
​
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
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Ralliant Corporation
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)​
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99-5127620
(I.R.S. Employer
Identification No.)​
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6920 Seaway Blvd
Everett, WA
(Address of principal executive offices)​
​ ​
98203
(Zip Code)
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Registrant’s telephone number, including area code:
(425) 446-5000
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None
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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.
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Large accelerated filer
☐
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 ​ ​
Accelerated filer
☐
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Non-accelerated filer
☒
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 ​ ​
Smaller reporting company
☐
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 ​
​ ​ ​ ​
Emerging growth company
☐
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 ​
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 7(a)(2)(B) of the Securities Act. ☐
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RALLIANT CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10​
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1.   Business.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Description of Material Indebtedness,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions,” “Material U.S. Federal Income Tax Consequences” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A.   Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.
Item 2.   Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Summary Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3.   Properties.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Those sections are incorporated herein by reference.
Item 4.   Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the sections of the information statement entitled “Management” and “Security Ownership of Certain Beneficial Owners and Management.” Those sections are incorporated herein by reference.
Item 5.   Directors and Executive Officers.
The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those sections are incorporated herein by reference.
Item 6.   Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Management,” “Executive Compensation” and “Director Compensation.” Those sections are incorporated herein by reference.
Item 7.   Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors,” “Certain Relationships and Related Person Transactions,” “Risk
 
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Factors — Risks Related to the Separation and Our Relationship with Fortive” and “The Separation and Distribution.” Those sections are incorporated herein by reference.
Item 8.   Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business — Legal Proceedings.” That section is incorporated herein by reference.
Item 9.   Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.​
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “The Separation and Distribution,” “Dividend Policy,” “Management” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 10.   Recent Sales of Unregistered Securities.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary — Ralliant’s Post-Separation Relationship with Fortive,” “The Separation and Distribution,” “Certain Relationships and Related Person Transactions” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 11.   Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 12.   Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock — Limitations on Liability, Indemnification of Officers and Directors and Insurance.” That section is incorporated herein by reference.
Item 13.   Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the information statement entitled “Summary Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements and Schedule” ​(and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15.   Financial Statements and Exhibits.
(a)
Financial Statements
​
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Combined Financial Statements,” and “Index to Financial Statements and Schedule” ​(and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.
 
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(b)
Exhibits
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The following documents are filed as exhibits hereto:
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Exhibit
Number
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Exhibit Description
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​ 2.1** ​ ​ ​
​ 3.1** ​ ​ ​
​ 3.2** ​ ​ ​
​ 10.1** ​ ​ ​
​ 10.2** ​ ​ ​
​ 10.3** ​ ​ ​
​ 10.4** ​ ​ ​
​ 10.5** ​ ​ ​
​ 10.6** ​ ​ ​
​ 10.7** ​ ​ ​
​ 10.8** ​ ​ ​
​ 10.9** ​ ​ ​
​ 10.10** ​ ​ ​
​ 10.11** ​ ​ ​
​ 10.12** ​ ​ Offer Letter, dated February 7, 2025, between Fortive Corporation and Jonathon E. Boatman ​
​ 10.13** ​ ​ ​
​ 10.14** ​ ​ ​
​ 10.15** ​ ​ ​
​ 10.16** ​ ​ ​
​ 10.17** ​ ​ ​
​ 10.18** ​ ​ Form of Ralliant Corporation Non-Employee Directors’ Deferred Compensation Plan ​
​ 10.19** ​ ​ Form of Ralliant Corporation Non-Employee Directors’ Deferred Compensation Plan Election Form ​
​ 21.1** ​ ​ ​
​ 99.1** ​ ​ Information Statement of Ralliant Corporation, preliminary and subject to completion, dated [           ], 2025 ​
​ 99.2** ​ ​ ​
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*
To be filed by amendment.
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**
Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
RALLIANT CORPORATION
By:
/s/ Tamara Newcombe
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Name: Tamara Newcombe
Title: President & Chief Executive Officer
Date: May 5, 2025
 
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