Danaher (NYSE: DHR) taps Julie Sawyer Montgomery as CEO, unveils $20M awards
Rhea-AI Filing Summary
Danaher Corporation is implementing a planned leadership transition, appointing Julie Sawyer Montgomery as President and Chief Executive Officer and a director effective October 1, 2026, while current CEO Rainer M. Blair becomes Senior Advisor through December 31, 2026 and a consultant through March 31, 2027.
Montgomery’s CEO compensation includes an offer letter and a special Long-Term Growth Award of time-vesting non-qualified stock options with a target value of $20,000,000, relocation benefits, various perquisites and defined severance protections equal to 12 months of base salary plus specified annual incentive components upon certain terminations. Blair’s transition letter maintains his base salary during the advisory period, provides consulting fees thereafter, and grants severance on separation equal to one year of salary, a target annual cash incentive and a 12‑month COBRA subsidy, subject to releases and existing restrictive covenants.
The board also approved long-term equity awards for other senior leaders, including a $12,500,000 option award to CFO Matthew Gugino, RSUs valued at $8,000,000 and $2,625,000 for two additional named executives, and for founders Steven and Mitchell Rales options on 1,000,000 shares and RSUs on 500,000 shares each with multi‑year vesting and 10‑year option terms. Danaher reiterates its previously communicated third‑quarter and full‑year 2026 guidance and plans to exclude stock‑based compensation from this Long-Term Growth Program when calculating Adjusted Diluted Net Earnings Per Share.
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FAQ
What leadership changes did Danaher (DHR) announce effective October 1, 2026?
What is included in Julie Sawyer Montgomery’s CEO compensation at Danaher (DHR)?
How is former CEO Rainer Blair being compensated during his transition at Danaher (DHR)?
What special equity awards did Danaher (DHR) grant to founders Steven and Mitchell Rales?
Which other Danaher (DHR) executives received Long-Term Growth Program awards and RSUs?
Did Danaher (DHR) change its 2026 guidance in connection with these leadership and equity actions?
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FORM
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Appointment of Julie Sawyer Montgomery as President and Chief Executive Officer
On August 3, 2026, Danaher Corporation (the “Company” or “Danaher”) announced that, effective as of October 1, 2026 (the “Effective Date”), the Board of Directors of the Company (the “Board”) has appointed Julie Sawyer Montgomery as President and Chief Executive Officer of the Company (the “CEO”). The Board also appointed Ms. Sawyer Montgomery to the Board and to each of the Executive, Finance and Science & Technology Committees of the Board, in each case effective as of the Effective Date.
There are no arrangements or understandings between Ms. Sawyer Montgomery and any other person pursuant to which Ms. Sawyer Montgomery was selected as an officer or director of the Company, and there are no family relationships between Ms. Sawyer Montgomery and any director or executive officer of the Company. There are no transactions in which Ms. Sawyer Montgomery has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Sawyer Montgomery previously entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.30 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2025, and which is incorporated by reference herein.
Biographical Information
Since joining the Company in 2017, Ms. Sawyer Montgomery, age 54, has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2024), including as President of Danaher’s Beckman Coulter Diagnostics subsidiary from January 2020 to December 2022, as Vice President – Group Executive of Danaher’s Diagnostics subsidiary from January 2023 to June 2024 and as Executive Vice President since July 2024.
Offer Letter with Ms. Sawyer Montgomery
On August 3, 2026, the Company entered into an offer letter with Ms. Sawyer Montgomery (the “Offer Letter”) establishing her compensation as President and CEO. Under the Offer Letter, effective as of the Effective Date, Ms. Sawyer Montgomery’s compensation as President and CEO will comprise:
| • | an annual base salary rate of $1,500,000; |
| • | a target annual cash incentive opportunity under the Amended and Restated Danaher Corporation Omnibus Incentive Plan (the “Plan”) equal to 200% of her annual base salary (prorated for 2026 to reflect the increase effective as of the Effective Date); and |
| • | a long-term incentive award opportunity for 2027 with a target award value of $13,200,000. |
In connection with her appointment, and as part of a broader program of special awards to key leaders, Ms. Sawyer Montgomery will also receive a special award with a target award value of $20,000,000 in the form of time-vesting non-qualified stock options with the following terms (a “Long-Term Growth Award”):
| • | a grant date of August 4, 2026 (the “Grant Date”), |
| • | a per-share exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on the Grant Date, |
| • | a vesting schedule of 50% on the fourth anniversary and 50% on the fifth anniversary of the Grant Date, subject to continued employment through the applicable vesting date except as provided below in the case of death, disability or an involuntary termination without cause after the first anniversary of the Grant Date, |
| • | accelerated vesting upon a termination of employment as a result of death or disability, |
| • | accelerated vesting of a prorated portion of the Long-Term Growth Award upon a termination without cause (as defined in the award agreement applicable to the Long-Term Growth Award) occurring after the first anniversary of the Grant Date, and |
| • | a ten-year term. |
Ms. Sawyer Montgomery will also be eligible for relocation benefits under the Company’s Relocation Benefits Policy in connection with the relocation of her primary work site to the Company’s Washington, D.C. headquarters, parking, financial/tax planning and tax preparation services, an annual physical and personal usage of Company aircraft beginning on the Effective Date with any personal usage in excess of $125,000 per year subject to full reimbursement by Ms. Sawyer Montgomery.
Prior to the Effective Date (but no earlier than the date of Ms. Sawyer Montgomery’s relocation), Ms. Sawyer Montgomery and the Company have agreed to amend and restate that Agreement Regarding Competition and Protection of Proprietary Interests, dated February 13, 2026, between Ms. Sawyer Montgomery and the Company (the “Proprietary Interests Agreement”) to reaffirm the covenants thereunder and to provide that if the Company terminates Ms. Sawyer Montgomery’s employment without “cause” or if she terminates her employment for “good reason” (each as defined in the Offer Letter) at any time on or after the later of the Effective Date and the effectiveness of the amended and restated Proprietary Interests Agreement, she will be entitled to (1) a cash amount equal to 12 months of base salary at the monthly rate in effect on the date of termination (the “Termination Date,” and the year in which the Termination Date occurs, the “Termination Year”), payable in accordance with the Company’s normal payroll practices, (2) the annual cash incentive compensation award for service in the calendar year prior to the Termination Year, if it has not been paid prior to the Termination Date (the “Accrued Obligation”), (3) a lump-sum cash amount equal to her target annual cash incentive compensation award for the Termination Year, and (4) a lump-sum cash amount equal to the product of (x) her target annual cash incentive compensation award for the Termination Year, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the Termination Year through the Termination Date, and the denominator of which is 365, in each case subject to Ms. Sawyer Montgomery’s execution and non-revocation of a release of claims. Any severance payments paid under any other Company plan or agreement will diminish the foregoing severance payments on a dollar-for-dollar basis (except for the Accrued Obligation).
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Offer Letter and the form of Long-Term Growth Award agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and incorporated by reference into this Item 5.02.
Transition of Rainer M. Blair
In connection with Ms. Sawyer Montgomery’s succession, on August 3, 2026, the Company also announced that, effective as of the Effective Date, Rainer M. Blair will cease serving as President and CEO of the Company, and will resign as a member of the Board and from each of the Executive, Finance and Science & Technology Committees of the Board. As further discussed below, to support the transition, Mr. Blair has agreed to continue employment as Senior Advisor of the Company from the Effective Date through December 31, 2026 (such period, the “Advisory Period”) to assist in the leadership transition and, following the Advisory Period, to serve as a consultant until March 31, 2027 (such period, the “Consultancy Period”).
Transition Letter Agreement with Mr. Blair
To document Mr. Blair’s transition arrangements, on August 3, 2026, the Company entered into a letter agreement with Mr. Blair (the “Blair Transition Letter”) pursuant to which, effective as of the Effective Date, Mr. Blair will assume the position of Senior Advisor and will remain a non-officer employee of the Company through December 31, 2026 (the “Employment Separation Date”) and, following the Advisory Period, serve as a non-employee consultant through March 31, 2027.
Under the Blair Transition Letter, during the Advisory Period, Mr. Blair’s base salary will remain unchanged, he will continue to vest in his outstanding equity awards in accordance with their terms, and,
subject to continued employment through December 31, 2026 (or his earlier death or disability), he will remain eligible for a full annual cash incentive award under the Plan for 2026 based on his current target opportunity and actual Company performance (with a personal payout percentage of 100%). Under the Blair Transition Letter, during the Consultancy Period, Mr. Blair will receive monthly fees equal to the current monthly rate of his base salary and shall not be eligible to receive any cash bonuses or equity awards under the Company’s incentive plans.
In accordance with that Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests, dated May 6, 2020, between Mr. Blair and the Company (the “Blair PIA”), the Company’s existing plans and the Blair Transition Letter, upon the Employment Separation Date, Mr. Blair will be entitled to receive (i) a cash amount equal to 12 months of base salary at the current monthly rate, payable in accordance with the Blair Transition Letter, (ii) a lump-sum cash amount equal to his current target annual cash incentive, payable within 30 calendar days following the effectiveness of a release, and (iii) a lump-sum COBRA subsidy payment equal to the amount the Company would otherwise have contributed toward his group health, prescription, vision and dental coverage as an active employee for 12 months, in each case subject to Mr. Blair’s execution and non-revocation of each of a release of claims within 30 days of the Transition Date and a supplemental release within 30 days of the Employment Separation Date. The restrictive covenants in the Blair PIA will remain in full force and effect in accordance with their terms during the Advisory Period and Consultancy Period (with any post-employment termination period thereunder commencing on expiration of the Consultancy Period), and Mr. Blair’s outstanding equity awards will be treated in accordance with their existing terms, including eligibility for early retirement, death and disability treatment.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Blair Transition Letter, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Special Equity Awards
On July 31, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved a Long-Term Growth Award to Matthew Gugino, the Company’s Chief Financial Officer, with a target award value of $12,500,000 and on the same terms as described above for the Long-Term Growth Award granted to Ms. Sawyer Montgomery.
On July 31, 2026, the Compensation Committee also approved special equity grants, as of the Grant Date, of time-vesting restricted stock unit (“RSU”) awards to named executive officers Christopher P. Riley, the Company’s Executive Vice President, Biotechnology Group, and Jose-Carlos Gutierrez-Ramos, the Company’s Senior Vice President and Chief Science Officer, with target award values of $8,000,000 and $2,625,000, respectively. Mr. Riley’s RSUs are scheduled to vest 50% on the 18-month anniversary and 50% on the 30-month anniversary of the Grant Date, and Mr. Gutierrez-Ramos’s RSUs are scheduled to vest 100% on the 12-month anniversary of the Grant Date, in each case subject to continued employment through the vesting date.
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the forms of award agreements applicable to the Long-Term Growth Award and RSU awards described above, copies of which are filed as Exhibits 10.2 and 10.4 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On August 3, 2026, the Company issued a press release announcing the leadership transition described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 8.01 | OTHER EVENTS |
On July 31, 2026, a special committee of the Board comprising solely disinterested directors recommended that the Compensation Committee approve special equity grants, effective as of the Grant Date, to Steven M. Rales, Chairman of the Board, and to Mitchell P. Rales, Chairman of the Executive Committee, and the Compensation Committee approved such recommended awards on the same date. The awards for each of Messrs. Steven and Mitchell Rales comprise non-qualified stock options to purchase 1,000,000 shares of the Company’s common stock and restricted stock units with respect to 500,000 shares of the Company’s common stock, in each case subject to the same time-vesting schedule as the Long-Term Growth Awards; namely, 50% on the fourth anniversary and 50% on the fifth anniversary of Grant Date, subject to continued employment through the applicable vesting date. Upon termination of employment due to death, disability or an involuntary termination of employment without cause, a prorated portion of the awards would accelerate vesting. Consistent with the Long-Term Growth Awards, the options will have a per-share exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on the Grant Date and a ten-year term.
Messrs. Steven and Mitchell Rales, co-founders of the Company, are expected to remain in their existing Board and executive officer roles and to support execution of the Company’s strategic goals.
The special equity awards granted to Messrs. Steven and Mitchell Rales (together with the Long-Term Growth Awards and RSUs, the “Long-Term Growth Program”) are intended to align the interests of Mr. Steven Rales, Mr. Mitchell Rales and Ms. Sawyer Montgomery, along with other senior leaders, with those of our shareholders at a unique moment for the Company by rewarding the achievement of upside potential and requiring a lengthy service period. The Board believes that the sustained engagement of these executives will position the Company to successfully execute its next phase of growth and value creation.
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the forms of award agreements applicable to Messrs. Steven and Mitchell Rales’s Long-Term Growth Awards and RSU awards, copies of which are filed as Exhibits 10.5 and 10.6 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
There is no change to Danaher’s previously communicated third quarter and full-year 2026 guidance. The Company expects to exclude the stock-based compensation expense from the Long-Term Growth Program from Adjusted Diluted Net Earnings Per Share.
Forward-Looking Statements and Additional Information
Statements that are not strictly historical, including the statements regarding the Company’s growth and other opportunities, the benefits of the Long-Term Growth Program to accelerate growth, the statements regarding the Company’s anticipated future performance, the pending acquisition of StatLab (which remains subject to customary closing conditions, including receipt of applicable regulatory clearances), and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: our ability to retain key personnel, our ability to execute on growth and other opportunities, the impact of the tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations (including debt we incurred to finance the acquisition of Masimo) on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products, the impact of global health crises, uncertainties relating to national laws or policies, including laws or policies to protect or promote domestic interests and/or address foreign competition, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated growth, synergies and other benefits of such acquisitions, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (in each case, including with respect to our acquisition of Masimo), including tax-related and other contingent liabilities relating to past and future
IPOs, split-offs or spin-offs, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, security breaches or other disruptions of our information technology systems or violations of data privacy laws, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation, regulatory proceedings and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government with respect to our production capacity in times of national emergency or with respect to intellectual property/production capacity developed using government funding, risks relating to product, service or software defects, product liability and recalls, risks relating to our manufacturing operations, the impact of climate change, legal or regulatory measures to address climate change and other sustainability topics and our ability to address regulatory requirements or stakeholder expectations relating to climate change and other sustainability topics, risks relating to fluctuations in the cost and availability of the supplies we use (including commodities) and labor we need for our operations, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, the impact of deregulation on demand for our products and services, labor matters and our ability to recruit, retain and motivate talented employees, U.S. and non-U.S. economic, political, geopolitical, legal, compliance, social and business factors (including the impact of elections, regulatory and policy changes or uncertainty, government shutdowns and military conflicts such as the conflict in the Middle East), disruptions and other impacts relating to man-made and natural disasters, inflation and the impact of our By-law exclusive forum provisions. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2025 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the second quarter of 2026. These forward-looking statements speak only as of the date of this report and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) Exhibits:
| Exhibit |
Description | |
| 10.1* | Offer Letter, dated as of August 3, 2026, by and between Danaher Corporation and Julie Sawyer Montgomery | |
| 10.2* | Form of Long-Term Growth Award under the Amended and Restated Danaher Corporation Omnibus Incentive Plan | |
| 10.3* | Transition Letter Agreement, dated as of August 3, 2026, by and between Danaher Corporation and Rainer M. Blair | |
| 10.4* | Form of Restricted Stock Unit Agreement under the Amended and Restated Danaher Corporation Omnibus Incentive Plan | |
| 10.5* | Form of Founder Long-Term Growth Award under the Amended and Restated Danaher Corporation Omnibus Incentive Plan | |
| 10.6* | Form of Founder Restricted Stock Unit Award under the Amended and Restated Danaher Corporation Omnibus Incentive Plan | |
| 99.1 | Press Release of Danaher Corporation, dated August 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Indicates management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANAHER CORPORATION | ||||||
| Date: August 3, 2026 | By: | /s/ James F. O’Reilly | ||||
| James F. O’Reilly | ||||||
| Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer | ||||||
Exhibit 99.1
Press Release
Danaher Appoints Julie Sawyer Montgomery as President and Chief Executive Officer
Rainer Blair to retire
WASHINGTON, D.C., August 3, 2026 – PR Newswire – Danaher Corporation (NYSE: DHR) (“Danaher” or “the Company”) announced that the Company’s Board of Directors has appointed Julie Sawyer Montgomery as President and Chief Executive Officer and a member of the Board of Directors, effective October 1, 2026. On that date, Rainer Blair will retire and serve as a senior advisor until March 31, 2027 to ensure a seamless transition.
“In alignment with the Board of Directors’ succession planning process, I am pleased to announce the appointment of Julie as our next Chief Executive Officer,” said Steven Rales, Chairman of the Board of Directors of Danaher. “We are at a uniquely opportune moment for Danaher, with untapped potential to accelerate growth across the enterprise. Julie has the vision, experience, and proven track record to deliver on that potential. I am confident she will lead our Company into its next phase of growth and value creation with a demonstrated commitment to innovation, commercial excellence, and operational rigor, all grounded in strategy. She is deeply engaged with customers, and a staunch advocate for patients as well as the Company’s associates.”
Since joining the Company in 2017, Ms. Sawyer Montgomery has played a key role in transforming Danaher’s Diagnostics platform into a market-leading franchise, helping grow the business from approximately $6.0 billion in revenue in 2017 to approximately $11.0 billion today, while approximately tripling operating profit.
“As we continue to strengthen our business, we are excited to have Julie as our new CEO,” added Mitchell Rales, Chairman of the Executive Committee of Danaher. “Under her leadership, the Diagnostics platform has consistently gained share in attractive end markets. She has played a pivotal role in transforming the performance of the Diagnostics business and led the recent acquisition of Masimo and pending acquisition of StatLab. She has also optimized the Danaher Business System to further drive performance across our Life Sciences and Diagnostics businesses. Her ability to accelerate growth and deliver results positions her well to lead the Company forward.”
Ms. Sawyer Montgomery brings nearly 25 years of experience across healthcare, commercial operations, and R&D to her role. She joined the Company in 2017 at Beckman Coulter Diagnostics, where she led commercial operations and R&D before becoming President in 2020. Since then, she has held roles of increasing responsibility, most recently serving as Executive Vice President of Danaher, with responsibility for the Diagnostics platform.
“I am honored to lead Danaher into its next chapter and want to thank Rainer for his leadership,” said Ms. Sawyer Montgomery. “Danaher’s global portfolio has tremendous potential with differentiated positions in some of the most attractive life sciences and diagnostics market segments. We have the opportunity to unleash the full power of Danaher as we accelerate innovation, enhance our business capabilities, and more effectively leverage the Danaher Business System across our businesses. We have a highly-talented team that is well-positioned to deliver innovation at the speed of life, generating more consistent growth and creating significant value for our shareholders.”
“On behalf of the Danaher Board, executive team, and all associates, I want to thank Rainer for his leadership of Danaher over the past six years,” said Steven Rales. “Rainer played a critical role in driving Danaher’s portfolio transformation, building an industry-leading life sciences and diagnostics company. Importantly, he guided Danaher and our 60,000+ global associates through the COVID-19 pandemic, enhancing the Company’s standing as a world-class science and technology innovator. We thank him for his many contributions to the Company.”
“It has been a privilege of a lifetime to spend the majority of my career at Danaher and to serve as President and CEO,” said Mr. Blair. “I am proud of the work we have done together to strengthen and grow our portfolio, expand our impact, and position the Company for long-term success. I retire with great pride in all we have accomplished together and complete confidence in Danaher’s future under Julie’s leadership.”
In conjunction with Ms. Sawyer Montgomery’s appointment, Danaher has announced special equity incentive awards for key leadership members and founders.
There is no change to Danaher’s previously communicated third quarter and full-year 2026 guidance.
ABOUT DANAHER
Danaher is a leading global life sciences and diagnostics innovator, committed to accelerating the power of science and technology to improve human health. Through our connected ecosystem of industry-leading businesses, we work side by side with customers to solve many of their most complex scientific and clinical challenges—helping move innovations from discovery to delivery faster for patients who depend on them. Powered by the Danaher Business System, our advanced science and technology and proven ability to innovate help enable faster, more accurate diagnoses and reduce the time, cost, and risk required to discover, develop, and deliver life-changing therapies. Through continuous improvement and operational excellence, our approximately 60,000 associates worldwide are focused on delivering lasting impact and improving quality of life around the world, while building a healthier, more sustainable tomorrow. Explore more at www.danaher.com.
CONTACTS
For further information: Investor: Rachel Vatnsdal, Vice President, Investor Relations, investor.relations@danaher.com, Media: Danaher@Brunswickgroup.com; Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037, Telephone: (202) 828-0850, Fax: (202) 828-0860
FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION
Statements in this document that are not strictly historical, including the statements regarding the Company’s growth and other opportunities, the Company’s anticipated future performance, the pending acquisition of StatLab (which remains subject to customary closing conditions, including receipt of applicable regulatory clearances) and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things:
our ability to retain key personnel, our ability to execute on growth and other opportunities, the impact of the tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations (including debt we incurred to finance the acquisition of Masimo) on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products, the impact of global health crises, uncertainties relating to national laws or policies, including laws or policies to protect or promote domestic interests and/or address foreign competition, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated growth, synergies and other benefits of such acquisitions, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (in each case, including with respect to our acquisition of Masimo), including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, security breaches or other disruptions of our information technology systems or violations of data privacy laws, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation, regulatory proceedings and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government with respect to our production capacity in times of national emergency or with respect to intellectual property/production capacity developed using government funding, risks relating to product, service or software defects, product liability and recalls, risks relating to our manufacturing operations, the impact of climate change, legal or regulatory measures to address climate change and other sustainability topics and our ability to address regulatory requirements or stakeholder expectations relating to climate change and other sustainability topics, risks relating to fluctuations in the cost and availability of the supplies we use (including commodities) and labor we need for our operations, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, the impact of deregulation on demand for our products and services, labor matters and our ability to recruit, retain and motivate talented employees, U.S. and non-U.S. economic, political, geopolitical, legal, compliance, social and business factors (including the impact of elections, regulatory and policy changes or uncertainty, government shutdowns and military conflicts such as the conflict in the Middle East), disruptions and other impacts relating to man-made and natural disasters, inflation and the impact of our By-law exclusive forum provisions. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2025 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the second quarter of 2026. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.