SEC Form 4 · accession 0001104659-26-073506

MASIMO CORP · MASI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Catherine M. Szyman

Officer — Chief Executive Officer · Director

Period of report

Jun 10, 2026

Accepted (ET)

Jun 12, 2026 · 4:30 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000937556

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 10, 2026	D	7,605	$180.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3,F4,F1	—	Jun 10, 2026	D	22,283	D	—	—	Common Stock	22,283	D
Restricted Stock Units^F3,F5,F1	—	Jun 10, 2026	D	6,306	D	—	—	Common Stock	6,306	D
Restricted Stock Units^F3,F6,F1	—	Jun 10, 2026	D	39,904	D	—	—	Common Stock	39,904	D
Non-Qualified Stock Option (Right to Buy)^F7,F1	$166.52	Jun 10, 2026	D	18,617	D	—	—	Common Stock	18,617	D
Performance-Based Restricted Stock Unit^F8,F9,F1	—	Jun 10, 2026	D	49,243	D	—	—	Common Stock	49,243	D

Explanation of responses

F1On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent"), and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
F2On June 10, 2026, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares) was canceled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration").
F3On June 10, 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors) was assumed by Parent and converted into a number of RSUs of Parent equal to the product of the number of shares of Parent common stock equal to the number of shares of Common Stock underlying such RSU multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume-weighted average trading price per share of Parent's common stock for the ten trading day period ending on and including June 10, 2026 ($183.33).
F4Represents the unvested portion of RSUs granted on February 12, 2025, which award of RSUs was to vest ratably over three years.
F5Represents the unvested portion of RSUs granted on March 11, 2025, which award of RSUs was to vest ratably over four years.
F6Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.
F7On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of Common Stock subject to such option, the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option, without interest and less any applicable tax withholding.
F8On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding.
F9Represents the PSUs granted on March 11, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.