[8-K] Danaher Corporation Reports Material Event

Rhea-AI Filing Summary

Form 4 filing: Booz Allen Hamilton (BAH) director Michele A. Flournoy reported a Code G (gift) transaction dated 22-Jul-2025. She transferred 13,647 Class A shares to the Michele Angelique Flournoy Living Trust for $0 consideration as part of estate-planning.

Following the transfer, Flournoy now holds 3,912 shares directly and 13,647 shares indirectly through the trust, keeping her total beneficial ownership unchanged at 17,559 shares. No open-market sale or purchase occurred and no cash changed hands; this filing solely reclassifies ownership from direct to indirect.

The event carries minimal market impact: share count in public float is unaffected, and insider stake remains the same. Investors typically view such transfers as neutral housekeeping rather than a signal on the company’s outlook.

Insights

Securities Analyst

TL;DR: Neutral insider gift; ownership unchanged, no market signal.

The Code G transfer simply moves shares from Michele Flournoy’s direct account to her living trust. Because she and her spouse are trustees and retain beneficial ownership, float and insider exposure are unaffected. No valuation data, pricing information, or intent to sell is implied. As such, the filing is categorised as not impactful for investors monitoring insider sentiment or liquidity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 21, 2025

__________________

DANAHER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

__________________

Delaware						001-08089			59-1995548
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(IRS Employer Identification No.)
2200 Pennsylvania Avenue, N.W.,									20037-1701
Suite 800W
Washington,			DC
(Address of Principal Executive Offices)									(Zip Code)

202-828-0850

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			DHR			New York Stock Exchange
0.200% Senior Notes due 2026			DHR/26			New York Stock Exchange
2.100% Senior Notes due 2026			DHR 26			New York Stock Exchange
1.200% Senior Notes due 2027			DHR/27			New York Stock Exchange
0.450% Senior Notes due 2028			DHR/28			New York Stock Exchange
2.500% Senior Notes due 2030			DHR 30			New York Stock Exchange
0.750% Senior Notes due 2031			DHR/31			New York Stock Exchange
1.350% Senior Notes due 2039			DHR/39			New York Stock Exchange
1.800% Senior Notes due 2049			DHR/49			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐ 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 21, 2025, Matthew M. McGrew, Executive Vice President and Chief Financial Officer of Danaher Corporation (the “Company” or “Danaher”), notified the Company that he plans to relinquish his role as Chief Financial Officer as of February 28, 2026, after which he will continue as an Executive Vice President of the Company. Effective February 28, 2026, Matthew E. Gugino will succeed Mr. McGrew as Executive Vice President-Chief Financial Officer. Mr. Gugino, 43, currently serves as Danaher’s Vice President-Corporate FP&A and Group CFO with responsibility for the Life Sciences Innovations businesses. Since joining Danaher in 2013, Mr. Gugino has served in a series of progressively more responsible positions in the Company’s finance and investor relations organizations, including as Vice President-Investor Relations from 2014 to March 2022. He assumed the FP&A portion of his current role in July 2019 and the Group CFO portion of his current role in April 2021.

In connection with Mr. Gugino’s promotion, on July 21, 2025, the Compensation Committee of Danaher’s Board of Directors approved the following changes to Mr. Gugino’s compensation, as set forth in a letter agreement subsequently entered into between the Company and Mr. Gugino as of July 21, 2025 (“Letter Agreement”):

•effective as of July 21, 2025, Mr. Gugino’s annual base salary rate increases to $700,000 and his target bonus percentage under the Company’s annual cash incentive compensation program for the remainder of the year increases to 90%;

•Mr. Gugino will receive an equity award in November 2025 (representing a pro-rated portion of a higher annual award value) with a target dollar value of $1,750,000, to be split equally between stock options and time-vesting restricted stock units;

•effective as of February 28, 2026, Mr. Gugino’s annual base salary rate will increase to $825,000 and he will participate in the Company’s annual executive cash incentive compensation program with a target bonus percentage of 115%;

•the target dollar value of equity compensation to be awarded to Mr. Gugino in 2026 (to be awarded in accordance with the Company’s standard procedures and timing for annual executive officer equity awards) will be $4,200,000, to be split equally between stock options and performance stock units; and

•pursuant to the Company’s Senior Leaders Severance Pay Plan, the total amount of severance pay for which Mr. Gugino would be eligible upon a qualifying termination would be equal to his annual base salary at the time of termination.

As of February 28, 2026, Mr. Gugino will also be entitled to personal use of the Danaher aircraft up to $50,000 annually, reimbursement for financial/tax planning and tax preparation services in an amount not to exceed $15,000 annually, parking, an annual physical and tickets to sports and entertainment events.

In connection with Mr. Gugino’s promotion and the changes in his compensation set forth above, the Company and Mr. Gugino also entered into an Agreement Regarding Competition and Protection of Proprietary Interests as of July 21, 2025 (the “Protection of Proprietary Interests Agreement”). Under this agreement, during and for specified periods after Mr. Gugino’s employment with the Company, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of the Company’s confidential information; making any disparaging comments about the Company; competing with the Company; selling to or soliciting purchases from the Company’s customers and prospective customers with respect to products and services about which he has particular knowledge or expertise; hiring or soliciting any of the Company’s current or recent employees, or otherwise assisting or encouraging any of the Company’s employees to leave; interfering with the Company’s vendor relationships; or developing competing products or services. Mr. Gugino also agrees that with limited exceptions all intellectual property that he develops in connection with his employment with the Company belongs to the Company, and assigns the Company all rights he may have in any such intellectual property.

The foregoing descriptions of the Letter Agreement and Protection of Proprietary Interests Agreement are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated in this report by reference.

There are no transactions in which Mr. Gugino has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In addition, in connection with the change of Mr. McGrew’s role, on July 21, 2025 Danaher’s Compensation Committee approved the following changes to Mr. McGrew’s compensation:

•effective as of February 28, 2026, Mr. McGrew’s annual base salary rate will be $700,000 and his target bonus percentage under the Company’s annual cash incentive compensation program will be 125%; and

•the target dollar value of equity compensation to be awarded to Mr. McGrew in 2026 (to be awarded in accordance with the Company’s standard procedures and timing for annual executive officer equity awards) will be $2,500,000, to be split equally between stock options and time-vested restricted stock units.

The Company issued a press release on July 22, 2025 announcing the anticipated CFO transition. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS
(c)			Exhibits:
Exhibit No.						Description
10.1						Letter Agreement by and between Danaher Corporation and Matthew Gugino dated July 21, 2025*
10.2						Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Matthew Gugino dated July 21, 2025*
99.1						Press release - "Danaher Announces Transition Plan for Chief Financial Officer"
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* 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:			July 22, 2025			By:			/s/ James F. O’Reilly
									James F. O’Reilly
									Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer

FAQ

What transaction did BAH director Michele A. Flournoy report?

A gift of 13,647 Class A shares to her living trust on 22-Jul-2025.

Did the Form 4 involve a sale or purchase of Booz Allen shares?

No. The Code G filing reflects a gift with $0 consideration; no shares were sold or bought.

How many BAH shares does Flournoy own after the transaction?

She beneficially owns 17,559 shares: 3,912 directly and 13,647 indirectly via her trust.

What does Form 4 transaction code "G" mean?

Code G denotes a bona fide gift or charitable donation of securities.

Does the transfer affect Booz Allen’s public float or insider ownership percentage?

No. The transfer only changes the form of ownership; total insider holdings remain the same.