Danaher (DHR) CEO Rainer Blair logs tax share withholding and deferred stock units

Rhea-AI Filing Summary

Danaher Corporation President & CEO Rainer Blair reported routine equity-related transactions. On February 2, 2026, 7,750 shares of Danaher common stock were withheld at $223.42 per share to cover taxes tied to the distribution of performance-based restricted stock units, leaving 11,948 shares held directly.

On the same date, Blair received the Company’s annual contribution under Danaher’s deferred compensation program, credited as 1,834.7 unfunded, notional shares in the Danaher stock fund at a reference price of $228.92 per share, bringing his beneficial interest in these derivative units to 17,660.246. He also beneficially owns 58,255 common shares indirectly through a trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Blair Rainer

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Danaher Deferred Compensation Programs - Danaher Stock Fund	1,834.7	$228.92	$420K
Tax Withholding	Common Stock	7,750	$223.42	$1.73M
holding	Common Stock	--	--	--

Holdings After Transaction: Danaher Deferred Compensation Programs - Danaher Stock Fund — 17,660.246 shares (Direct); Common Stock — 11,948 shares (Direct); Common Stock — 58,255 shares (Indirect, By Trust)

Footnotes (1)

1. This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units. Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account. The notional shares convert on a one-for-one basis. The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Blair Rainer

(Last) (First) (Middle)

2200 PENNSYLVANIA AVENUE, NW

SUITE 800W

(Street)

WASHINGTON DC 20037

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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

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

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

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
Common Stock	02/02/2026		F		7,750(1)	D	$223.42	11,948	D
Common Stock								58,255	I	By Trust

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
Danaher Deferred Compensation Programs - Danaher Stock Fund(2)	$0(3)	02/02/2026		A		1,834.7		(4)	(4)	Common Stock	1,834.7	$228.92	17,660.246	D

Explanation of Responses:

1. This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.

2. Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account.

3. The notional shares convert on a one-for-one basis.

4. The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Remarks:

	/s/ James F. O'Reilly, attorney-in-fact for Rainer Blair	02/04/2026
	** 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.
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FAQ

What insider transactions did Danaher (DHR) CEO Rainer Blair report?

Rainer Blair reported tax withholding of 7,750 Danaher common shares at $223.42 related to performance-based RSUs, and an annual company contribution of 1,834.7 notional shares into a Danaher stock fund under the deferred compensation program on February 2, 2026.

How many Danaher (DHR) shares does CEO Rainer Blair own after these transactions?

After the reported transactions, Rainer Blair directly beneficially owns 11,948 Danaher common shares and indirectly beneficially owns 58,255 shares through a trust, in addition to 17,660.246 notional stock fund units under Danaher’s deferred compensation programs as of February 2, 2026.

What is the purpose of the 7,750 Danaher (DHR) shares withheld for CEO Rainer Blair?

The 7,750 Danaher shares were withheld to cover tax obligations arising from the distribution of performance-based restricted stock units. Instead of selling shares in the market, a portion of vested shares is retained to satisfy required tax withholding for the executive.

What does the Danaher (DHR) deferred compensation stock fund transaction represent?

The deferred compensation stock fund entry represents Danaher’s annual contribution to Rainer Blair’s account, credited as 1,834.7 unfunded, notional shares based on a $228.92 reference price. These notional shares track Danaher stock value and convert on a one-for-one basis under plan terms.

Are the Danaher (DHR) stock fund units held by Rainer Blair actual shares?

The Danaher stock fund units are unfunded, notional shares, not currently issued stock. They are bookkeeping entries under the deferred compensation program that track Danaher’s share price and are designed to convert into Danaher common shares on a one-for-one basis under the plan provisions.

How are the vesting and payout terms of Danaher (DHR) deferred compensation defined?

Vesting and distribution for Danaher’s deferred compensation program, including the stock fund units, follow the governing plan documents. These provisions, including timing and form of payouts, are summarized in Danaher Corporation’s latest annual meeting proxy statement filed on Schedule 14A with regulators.