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

Rhea-AI Filing Summary

Danaher Corporation director A. Shane Sanders reported an automatic increase in deferred compensation through phantom stock. On 01/30/2026, Sanders acquired 183.593 phantom shares under the Non-Employee Directors Deferred Compensation Plan, based on a closing Danaher share price of $218.89.

These phantom shares track Danaher common stock and convert into an equal number of actual shares upon distribution on a one-for-one basis. After this transaction, Sanders beneficially owned 2,720.279 phantom shares, and is fully vested in all amounts deferred under the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sanders A Shane

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	183.593	$218.89	$40K

Holdings After Transaction: Phantom shares — 2,720.279 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^*

Sanders A Shane

(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		183.593		(3)	(3)	Common Stock(1)	183.593	$218.89	2,720.279	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 A. Shane Sanders	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) disclose for A. Shane Sanders?

Danaher disclosed that director A. Shane Sanders acquired 183.593 phantom shares on 01/30/2026. The acquisition occurred under the Non-Employee Directors Deferred Compensation Plan as a deferral of cash director fees into notional Danaher common stock equivalents.

What are the phantom shares reported for Danaher (DHR) director Sanders?

The phantom shares are notional units tied to Danaher common stock under a deferred compensation plan. They mirror the stock’s value and, upon distribution, convert into Danaher common shares on a one-for-one basis, instead of paying cash director fees currently.

How many phantom shares does Sanders hold after this Danaher (DHR) Form 4?

After the reported transaction, A. Shane Sanders beneficially owns 2,720.279 phantom shares. This reflects the newly acquired 183.593 units added to his existing deferred balance under the Non-Employee Directors Deferred Compensation Plan for Danaher directors.

At what price were the Danaher (DHR) phantom shares credited on 01/30/2026?

The phantom shares were credited at $218.89 per unit, equal to Danaher’s NYSE closing common stock price on 01/30/2026. That price determines how many phantom shares the deferred cash director fees convert into on that quarterly deferral date.

What plan governs Sanders’ phantom shares in Danaher (DHR)?

Sanders’ phantom shares are governed by the Non-Employee Directors Deferred Compensation Plan established under the Danaher Corporation 2007 Omnibus Incentive Plan. The plan allows directors to defer cash fees, including dividend accruals, into notional Danaher common stock units.

Is A. Shane Sanders vested in his Danaher (DHR) deferred phantom shares?

Yes. The disclosure states that Sanders is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This means the reported phantom share balance, including the 183.593 units acquired, is not subject to additional vesting conditions.