Danaher (DHR) director boosts deferred pay with 200.506 phantom shares

Rhea-AI Filing Summary

Danaher Corporation director Elias A. Zerhouni, M.D., increased his deferred equity-based compensation through the company’s non-employee director plan. On 01/30/2026, he acquired 200.506 phantom shares at a reference price of $218.89 per notional share, based on Danaher’s NYSE closing price that day.

These phantom shares were credited under the Non-Employee Directors Deferred Compensation Plan in lieu of cash director fees and related accruals. Upon distribution, each phantom share converts into one share of Danaher common stock. Following this transaction, Zerhouni held a total of 18,212.564 phantom shares directly under the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zerhouni Elias A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	200.506	$218.89	$44K

Holdings After Transaction: Phantom shares — 18,212.564 shares (Direct)

Footnotes (1)

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation 2007 Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees s/he is 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. Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis. The reporting person is fully vested in all amounts deferred under the Plan.

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

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^*

Zerhouni Elias A.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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)	01/30/2026		A		200.506		(3)	(3)	Common Stock(1)	200.506	$218.89	18,212.564	D

Explanation of Responses:

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation 2007 Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees s/he is 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 Elias A. Zerhouni, M.D.	02/03/2026
	** 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.

FAQ

What insider transaction did Danaher (DHR) report for Elias A. Zerhouni?

Danaher reported that director Elias A. Zerhouni acquired 200.506 phantom shares on 01/30/2026. These units were credited under the Non-Employee Directors Deferred Compensation Plan instead of cash fees, increasing his total phantom share balance to 18,212.564.

What are the terms of the phantom shares reported by Danaher (DHR)?

The phantom shares represent deferred director compensation and track Danaher’s common stock value. Under the plan, each phantom share converts into one share of Danaher common stock upon distribution, giving the director equity-linked exposure rather than immediate cash payments.

At what price were the Danaher (DHR) phantom shares valued in this Form 4?

The 200.506 phantom shares were valued at $218.89 per notional share. This price equals the closing price of Danaher common stock on the NYSE on 01/30/2026, the date the deferred amounts otherwise would have been paid in cash.

How many Danaher (DHR) phantom shares does Elias A. Zerhouni hold after this transaction?

After the 01/30/2026 transaction, Elias A. Zerhouni beneficially owned 18,212.564 phantom shares. This reflects his cumulative deferred director fees and dividend accruals converted into notional shares under Danaher’s Non-Employee Directors Deferred Compensation Plan.

Is the Danaher (DHR) Form 4 transaction an open-market stock purchase?

No. The Form 4 shows an acquisition of phantom shares via deferred director compensation, not an open-market stock purchase. Cash fees and related accruals were converted into notional units tied to Danaher’s share price under the non-employee director plan.

What plan governs the phantom share transaction reported by Danaher (DHR)?

The phantom share transaction is governed by the Non-Employee Directors Deferred Compensation Plan established under the Danaher Corporation 2007 Omnibus Incentive Plan. Directors may defer quarterly cash fees into notional shares based on Danaher’s closing stock price on the payment date.