SEC Form 4 · accession 0001104659-26-073514
MASIMO CORP · MASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tim Benner
Officer — Chief Marketing Officer
Period of report
Jun 10, 2026
Accepted (ET)
Jun 12, 2026 · 4:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000937556
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F1 | — | Jun 10, 2026 | D | 1,163 | D | — | — | Common Stock | 1,163 | 0 | D |
| Restricted Stock UnitsF2,F4,F1 | — | Jun 10, 2026 | D | 6,128 | D | — | — | Common Stock | 6,128 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F5,F1 | $171.88 | Jun 10, 2026 | D | 2,537 | D | — | — | Common Stock | 2,537 | 0 | D |
| Performance-Based Restricted Stock UnitF6,F7,F1 | — | Jun 10, 2026 | D | 3,490 | D | — | — | Common Stock | 3,490 | 0 | 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 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) $180.00 per share, without interest, 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).
- F3Represents the unvested portion of RSUs granted on June 9, 2025, which award of RSUs was to vest ratably over four years.
- F4Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.
- F5On 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 the Issuer's common stock, par value $0.001 per share (the "Common Stock") subject to such option, the excess, if any, of $180.00 per share over the exercise price per share of such option, without interest and less any applicable tax withholding.
- F6On 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.
- F7Represents the PSUs granted on June 9, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.