Danaher (NYSE: DHR) chair gets 79 new notional stock units

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Danaher Corporation reported a routine compensation transaction for chairman of the executive committee Mitchell P. Rales. On 02/02/2026, his Excess Contribution Program account was credited with 79 unfunded, notional shares in the Danaher stock fund at a reference price of $218.89 per notional share.

These notional shares track Danaher common stock on a one-for-one basis and are part of the company’s annual contribution to its deferred compensation programs. After this contribution, Rales holds a total of 8,048.204 notional units in the Danaher deferred contribution stock fund, which vest over time under the plan’s matching and non-elective contribution rules.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RALES MITCHELL P

Role Chairman of Exec. Committee

Type	Security	Shares	Price	Value
Grant/Award	Danaher deferred contribution programs - Danaher Stock Fund	79	$218.89	$17K

Holdings After Transaction: Danaher deferred contribution programs - Danaher Stock Fund — 8,048.204 shares (Direct)

Footnotes (1)

Represents the Company's annual contribution to the Danaher stock fund (the "ECP Stock Fund") in the Reporting Person's Excess Contribution Program (the "ECP") account. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The notional shares convert on a one-for-one basis. Company contributions to the ECP consist of matching contributions (based on amounts the reporting person voluntarily defers into the Danaher Deferred Compensation Plan) and non-elective contributions. A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant's account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant's account, or the date the participant has completed three years of service with Danaher.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 04:30 PM

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^*

RALES MITCHELL P

(Last)

(First)

(Middle)

11790 GLEN ROAD

(Street)

POTOMAC

20854

(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)
	Chairman of Exec. Committee

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Danaher deferred contribution programs - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	02/02/2026		A		79		⁽³⁾	⁽³⁾	Common Stock, par value $.01	79⁽¹⁾	$218.89	8,048.204	D

Explanation of Responses:

1. Represents the Company's annual contribution to the Danaher stock fund (the "ECP Stock Fund") in the Reporting Person's Excess Contribution Program (the "ECP") account. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock.

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

3. Company contributions to the ECP consist of matching contributions (based on amounts the reporting person voluntarily defers into the Danaher Deferred Compensation Plan) and non-elective contributions. A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant's account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant's account, or the date the participant has completed three years of service with Danaher.

	By: /s/ Mitchell P. Rales	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Danaher (DHR) disclose in Mitchell Rales' latest Form 4?

Danaher disclosed that Mitchell P. Rales received 79 unfunded, notional shares in its deferred contribution stock fund. This represents the company’s annual contribution to his Excess Contribution Program account, tracking Danaher common stock value on a one-for-one basis.

How many notional stock units does Mitchell Rales hold after this Danaher (DHR) transaction?

After the reported transaction, Mitchell P. Rales beneficially holds 8,048.204 notional units in the Danaher deferred contribution stock fund. These units represent unfunded, bookkeeping entries tied to Danaher common stock performance under the company’s deferred compensation arrangements.

What was the reference price for the 79 notional Danaher (DHR) shares granted to Mitchell Rales?

The 79 unfunded, notional shares credited to Mitchell P. Rales used a reference price of $218.89 per notional share. This price is used for accounting in the Danaher deferred contribution stock fund rather than as a traditional cash purchase price.

What plan was used for the new notional Danaher (DHR) stock units to Mitchell Rales?

The new 79 notional units were contributed to the Danaher stock fund within Mitchell P. Rales’ Excess Contribution Program account. This is part of Danaher’s deferred compensation structure, which credits unfunded, notional shares linked to Danaher common stock performance.

How do the notional Danaher (DHR) shares for Mitchell Rales convert under the plan?

The filing states that the unfunded, notional Danaher shares convert on a one-for-one basis into Danaher common stock equivalents. This means each notional unit tracks one Danaher share’s value within the company’s deferred compensation framework for the participant.

What are the vesting terms for Danaher (DHR) contributions in the Excess Contribution Program?

Company contributions in the Excess Contribution Program include matching and non-elective amounts that vest over time. Matching contributions vest on the first anniversary after crediting, while non-elective contributions vest after one year or upon completing three years of Danaher service, whichever is later.