Danaher (DHR) director Teri List adds to 7,676 phantom-share balance in deferred plan

Rhea-AI Filing Summary

Danaher director Teri List acquired 15.716 phantom shares on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan, based on the $194.9800 NYSE closing price. These fully vested phantom shares track Danaher common stock and convert one-for-one into common shares upon distribution, bringing her total phantom-share balance to 7,676.115.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider List Teri

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares F1, F2, F3	15.716	$194.98	$3K

Holdings After Transaction: Phantom shares — 7,676.115 shares (Direct)

Footnotes (3)

1. F1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees they are entitled to receive each quarter. Amounts deferred under the plan (which includes dividend accruals on plan balances and may also include cash director fees) are converted into a particular number of notional shares of Danaher common stock, calculated based on the closing price of Danaher's common stock on the quarterly date such amounts otherwise would have been paid. The price shown in Table II, Column 8 above is the closing price per share of the Danaher common stock as reported on the NYSE on the transaction date noted above.
2. F2. Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis.
3. F3. The reporting person is fully vested in all amounts deferred under the Plan.

Key Figures

Phantom shares acquired: 15.7160 phantom shares Reference price: $194.9800 per share Phantom shares after transaction: 7676.1150 phantom shares +2 more

5 metrics

Phantom shares acquired 15.7160 phantom shares Grant/award acquisition on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan

Reference price $194.9800 per share Closing price of Danaher common stock on the NYSE used to calculate the phantom-share award

Phantom shares after transaction 7676.1150 phantom shares Total phantom-share balance held by Teri List following the 2026-07-31 award

Conversion ratio 1-for-1 Each phantom share converts into one share of Danaher common stock upon distribution

Transaction date 2026-07-31 Date on which the phantom-share award was credited under the plan

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, Omnibus Incentive Plan, notional shares

4 terms

Phantom shares financial

"Upon distribution, the phantom shares convert into shares of Danaher common stock"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

Non-Employee Directors Deferred Compensation Plan financial

"Under the terms of the Non-Employee Directors Deferred Compensation Plan established under the Danaher Corporation Omnibus Incentive Plan"

Omnibus Incentive Plan financial

"Plan established under the Danaher Corporation Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

notional shares financial

"Amounts deferred under the plan are converted into a particular number of notional shares of Danaher common stock"

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FAQ

What transaction did Danaher (DHR) director Teri List report?

Teri List acquired 15.716 phantom shares of Danaher on 2026-07-31 under a deferred compensation plan, at a reference price of $194.9800 per share, tied to the NYSE closing price of Danaher common stock on that date.

How many Danaher (DHR) phantom shares does Teri List hold after this transaction?

After this award, Teri List holds 7,676.115 phantom shares linked to Danaher common stock. These plan units are fully vested and are designed to convert on a one-for-one basis into Danaher common shares upon distribution from the deferred compensation plan.

What are phantom shares in Danaher (DHR)’s Non-Employee Directors Deferred Compensation Plan?

Under the plan, deferred director fees and dividend accruals are converted into notional “phantom shares” of Danaher common stock, using the NYSE closing price each quarter. Upon distribution, these phantom shares convert one-for-one into Danaher common stock, aligning director compensation with shareholder value.

How is the value of Teri List’s Danaher (DHR) phantom shares determined?

Each quarter, deferred amounts are converted into phantom shares using the closing price of Danaher common stock on the NYSE. For the 2026-07-31 transaction, the reference price was $194.9800 per share, directly linking the award’s size to the market price on that date.

Was Teri List’s Danaher (DHR) phantom share award made under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox for this report is not marked as affirmative, indicating the transaction was not reported as made under a Rule 10b5-1 trading plan. It reflects deferred director compensation rather than scheduled trading of existing common shares.

Does Teri List’s Danaher (DHR) transaction involve an open-market stock purchase or sale?

The reported activity reflects deferred director fees converted into phantom shares, calculated from the NYSE closing price, rather than an open-market buy or sell of common stock. These phantom units later convert one-for-one into Danaher common shares upon distribution.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

List Teri

(Last) (First) (Middle)

2200 PENNSYLVANIA AVENUE, NW

SUITE 800W

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20037

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [ DHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom shares(1)	$0(2)	07/31/2026		A		15.716		(3)	(3)	Common Stock	15.716	$194.98	7,676.115	D

Explanation of Responses:

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees they are entitled to receive each quarter. Amounts deferred under the plan (which includes dividend accruals on plan balances and may also include cash director fees) are converted into a particular number of notional shares of Danaher common stock, calculated based on the closing price of Danaher's common stock on the quarterly date such amounts otherwise would have been paid. The price shown in Table II, Column 8 above is the closing price per share of the Danaher common stock as reported on the NYSE on the transaction date noted above.

2. Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis.

3. The reporting person is fully vested in all amounts deferred under the Plan.

Remarks:

	/s/James F. O'Reilly, attorney-in-fact for Teri L. List	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)