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Fortive Corporation (NYSE: FTV) filed a Form 8-K to confirm the closing of the previously announced spin-off of its Precision Technologies segment. At 12:01 a.m. ET on 28 June 2025, the assets and liabilities of that segment were transferred to Ralliant Corporation, and Fortive distributed one Ralliant share for every three Fortive shares held at the 16 June 2025 record date. Ralliant now trades independently on the NYSE under the symbol 鈥淩AL鈥�; fractional entitlements are being sold in the open market with net cash returned to Fortive holders.

To govern post-separation operations the companies executed a suite of definitive agreements on 27 June 2025, including: 1) Separation and Distribution Agreement, 2) Employee Matters Agreement, 3) Tax Matters Agreement, 4) Transition Services Agreement, 5) Intellectual Property Matters Agreement, and two license agreements (FBS and Fort Solutions). Full texts are filed as Exhibits 2.1 and 10.1-10.6 and are incorporated by reference.

Financing actions were finalized concurrently. On 27 June 2025 Ralliant drew $1.15 billion pro-rata from its previously arranged $1.3 billion senior unsecured delayed-draw term loan facilities ($700 m three-year and $600 m eighteen-month tranches). The proceeds were remitted to Fortive as cash consideration for the contributed businesses. Fortive disclosed that this cash will be used to repay outstanding indebtedness and execute a special-purpose share repurchase program authorized on 27 May 2025.

Leadership also transitioned: long-time President & CEO James A. Lico retired upon completion of the distribution, and the Board appointed Olumide Soroye (formerly head of the Intelligent Operating Solutions and Advanced Healthcare Solutions segments) as President, CEO, and a director effective immediately.

The filing furnishes, but does not file, a 30 June 2025 press release (Exhibit 99.1) containing estimated quarter-end operating information, and provides unaudited pro forma financial statements (Exhibit 99.2) reflecting Fortive鈥檚 post-spin balance sheet and earnings profile. These include a pro forma condensed balance sheet as of 28 March 2025 and condensed statements of earnings for 1Q25 and fiscal years 2024-2022.

No earnings guidance or quantitative outlook was provided within this 8-K. However, the transaction materially reshapes Fortive鈥檚 portfolio, supplies cash for deleveraging and shareholder returns, and establishes Ralliant with its own capital structure. The filing satisfies Items 1.01, 2.01, 2.02, 5.02, 8.01 and 9.01 disclosure requirements.

TSS, Inc. (NASDAQ: TSSI) filed Pre-Effective Amendment No. 1 to its January 7, 2025 Form S-3 shelf registration (File No. 333-284153). The amendment is narrowly focused: it adds a form of indenture to Item 16 (Exhibits) and makes no changes to the base prospectus or to the amount or types of securities previously registered. The company continues to qualify as a non-accelerated filer and smaller reporting company, indicating a public float below SEC accelerated-filer thresholds.

The shelf, once declared effective, will allow TSS to issue鈥攐n a delayed or continuous basis under Rule 415鈥攁n unspecified amount of common stock, preferred stock, debt securities, warrants and units. Only the SEC registration fee of $22,965 is currently quantified; all other issuance costs are marked 鈥�**鈥� as indeterminable.

Indemnification provisions under Delaware law are reiterated, and customary undertakings to update the registration statement are included. No financial statements, earnings data, or transaction details are provided in this amendment, and there is no immediate issuance of securities. The filing simply updates the exhibit list to satisfy SEC requirements before effectiveness.

For investors, the amendment signals that management is keeping its capital-markets documentation current, maintaining flexibility to raise capital quickly if market conditions warrant. Conversely, the shelf鈥檚 existence implies potential future dilution or leverage, depending on the securities ultimately issued.