Danaher (DHR) EVP awarded options and RSUs with tax withholding shares

Rhea-AI Filing Summary

Danaher Corporation Executive Vice President Christopher Paul Riley reported equity awards and related tax withholding. On March 1, 2026, he received an employee stock option covering 16,681 shares at an exercise price of $0.00 per share and a grant of 6,172 shares of common stock in the form of restricted stock units. According to the filing, 25% of the RSUs vest on each of the first four anniversaries of the March 1, 2026 grant date, and 50% of the options become exercisable on each of the third and fourth anniversaries of that date. The report also shows 1,115 shares of common stock disposed of at $210.64 per share to satisfy tax withholding obligations, leaving him with 20,400 common shares directly owned after these transactions.

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

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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^*

Riley Christopher Paul

(Last) (First) (Middle)

2200 PENNSYLVANIA AVE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		A		6,172(1)	A	$0	21,515	D
Common Stock	03/01/2026		F		1,115	D	$210.64	20,400	D

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
Employee stock option (right to buy)	$210.64	03/01/2026		A		16,681		(2)	03/01/2036	Common Stock	16,681	$0	16,681	D

Explanation of Responses:

1. On the date indicated, Danaher Corporation granted the reporting person restricted stock units (RSUs) in the amount indicated. Since the RSUs are payable solely in common stock, they are being reported in Table I of this Form 4. Twenty-five percent of the RSUs vest on each of the first four anniversaries of the grant date, which is March 1, 2026.

2. Fifty percent of the options granted become exercisable on each of the third and fourth anniversaries of the grant date, which is March 1, 2026.

Remarks:

	/s/ James F. O'Reilly as attorney-in-fact for Christopher Paul Riley	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Danaher (DHR) executive Christopher Paul Riley receive?

Christopher Paul Riley received an option on 16,681 shares and 6,172 restricted stock units. The RSUs are payable solely in common stock, and the option and RSUs were granted on March 1, 2026 as part of his executive compensation.

How do Christopher Paul Riley’s Danaher (DHR) RSUs vest over time?

Riley’s restricted stock units vest in four equal installments of 25% each. Vesting occurs on the first, second, third, and fourth anniversaries of the March 1, 2026 grant date, assuming continued service and other plan conditions are satisfied.

When do Christopher Paul Riley’s Danaher (DHR) stock options become exercisable?

Half of the options become exercisable on the third anniversary of March 1, 2026, and the remaining half on the fourth anniversary. This two-step vesting schedule delays exercise ability and ties realizable value to longer-term service and share performance.

Why did Christopher Paul Riley dispose of Danaher (DHR) shares in this Form 4?

The Form 4 shows a disposition of 1,115 common shares coded “F,” meaning shares were withheld to cover tax liabilities. This reflects a tax-withholding disposition, not an open-market sale initiated for portfolio or valuation reasons.

How many Danaher (DHR) shares does Christopher Paul Riley own after these transactions?

After the reported grants and tax-withholding disposition, Riley directly owns 20,400 shares of Danaher common stock. This total reflects his non-derivative holdings following the March 1, 2026 equity awards and associated tax-related share withholding.

Are Christopher Paul Riley’s new Danaher (DHR) options reported as derivative securities?

Yes. The 16,681-share employee stock option is reported as a derivative security in Table II. It represents the right to buy Danaher common stock in the future once its vesting and exercisability conditions are met.