Danaher director receives phantom share award

Danaher director Shane A. Sanders received a grant of 231.809 phantom shares linked to Danaher common stock at a reference price of $177.25 per share.

Rhea-AI Filing Summary

Danaher director Shane A. Sanders received a grant of 231.809 phantom shares linked to Danaher common stock at a reference price of $177.25 per share. This award comes through the company’s Non-Employee Directors Deferred Compensation Plan.

After this grant, Sanders holds 2,952.088 phantom shares, which are fully vested and convert into Danaher common stock on a one-for-one basis when distributed, providing additional equity-based compensation rather than an open-market stock purchase.

Insider Trade Summary

Grant/Award: 231.809 shares

Grant/Award 1 txn

Insider Sanders A Shane

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	231.809	$177.25	$41K

Holdings After Transaction: Phantom shares — 2,952.088 contracts (Direct)

Footnotes (3)

1. F1. 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. 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 granted: 231.809 shares Reference stock price: $177.25 per share Total phantom shares after grant: 2,952.088 shares +1 more

4 metrics

Phantom shares granted 231.809 shares Grant under Non-Employee Directors Deferred Compensation Plan on April 24, 2026

Reference stock price $177.25 per share Closing price of Danaher common stock used to calculate phantom shares

Total phantom shares after grant 2,952.088 shares Total phantom share balance following this award

Conversion ratio 1:1 into common stock Each phantom share converts into one Danaher common share upon distribution

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, Danaher Corporation 2007 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 (the "Plan")"

Danaher Corporation 2007 Omnibus Incentive Plan financial

"the Plan established under the Danaher Corporation 2007 Omnibus Incentive Plan"

notional shares financial

"are converted into a particular number of notional shares of Danaher common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Danaher (DHR) director Shane Sanders report in this Form 4?

Danaher director Shane A. Sanders reported receiving 231.809 phantom shares as a compensation award. These are linked to Danaher common stock at a reference price of $177.25 per share and increase his total phantom share balance to 2,952.088 units under the deferred compensation plan.

What are the key details of the phantom share grant reported by Danaher (DHR)?

The filing shows a grant of 231.809 phantom shares on April 24, 2026, valued using a $177.25 per-share reference price. These phantom shares track Danaher common stock and will convert into an equal number of common shares upon distribution from the deferred compensation plan.

How many phantom shares does Danaher (DHR) director Shane Sanders now hold?

Following the reported transaction, Shane A. Sanders holds a total of 2,952.088 phantom shares. All amounts deferred under the Non-Employee Directors Deferred Compensation Plan are fully vested and will convert into Danaher common stock on a one-for-one basis when distributed.

How are Danaher (DHR) phantom shares under the directors’ plan valued and credited?

Under the Non-Employee Directors Deferred Compensation Plan, deferred director fees and dividends are converted into notional Danaher shares. The conversion uses the closing stock price on the quarterly payment date; here, $177.25 per share on the April 24, 2026 transaction date set the phantom share amount.

Do Danaher (DHR) phantom shares reported in this filing convert into common stock?

Yes. The phantom shares convert into Danaher common stock on a one-for-one basis when distributed. They represent deferred director compensation, including fees and dividend accruals, and provide equity-linked exposure without an immediate open-market stock purchase or cash outlay by the director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 05:01 PM EDT Learn about SEC filing dates

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 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)
04/24/2026

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)	04/24/2026		A		231.809		(3)	(3)	Common Stock(1)	231.809	$177.25	2,952.088	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	04/28/2026
	** 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)