Danaher (NYSE: DHR) director granted 211 phantom shares in deferred plan

Rhea-AI Filing Summary

Danaher Corporation director Sanders A. Shane received an award of 211.205 phantom shares on July 31, 2026 under the Non-Employee Directors Deferred Compensation Plan, based on Danaher’s $194.98 closing price. This increased his deferred balance to 3,163.293 phantom shares, which are fully vested and convert into common stock on a one-for-one basis upon distribution.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sanders A Shane

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares F1, F2, F3	211.205	$194.98	$41K

Holdings After Transaction: Phantom shares — 3,163.293 shares (Direct)

Footnotes (3)

1. F1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees they are 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: 211.2050 phantom shares Reference closing price: $194.9800 per share Total phantom shares after grant: 3163.2930 phantom shares +2 more

5 metrics

Phantom shares granted 211.2050 phantom shares Grant/award acquisition on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan

Reference closing price $194.9800 per share Closing price of Danaher common stock on NYSE used to calculate notional shares

Total phantom shares after grant 3163.2930 phantom shares Director’s total phantom share balance following the reported transaction

Conversion ratio 1 phantom share : 1 common share Phantom shares convert into Danaher common stock on a one-for-one basis upon distribution

Conversion/exercise price 0.0000 Phantom shares under the plan have a stated conversion or exercise price of zero

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, 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")"

Omnibus Incentive Plan financial

"Plan established under the Danaher Corporation Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

notional shares financial

"Amounts deferred under the plan ... are converted into a particular number of notional shares"

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

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Available on EDGAR 08/04/2026 - 05:01 PM Accepted by SEC EDGAR 08/04/2026 - 05:00 PM Learn about SEC filing dates

FAQ

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

Sanders A. Shane reported receiving an award of 211.205 phantom shares tied to deferred director compensation. These notional units are based on Danaher’s common stock price and increase his fully vested deferred balance to 3,163.293 phantom shares.

How many phantom shares were granted to the Danaher (DHR) director in this transaction?

The director received 211.205 phantom shares on July 31, 2026. The number of units is calculated from deferred cash director fees using Danaher’s $194.98 closing share price on the NYSE for that date.

How are phantom shares calculated under Danaher (DHR)’s Non-Employee Directors Deferred Compensation Plan?

Amounts deferred, including cash director fees and dividend accruals, are converted into notional shares of Danaher common stock. The conversion uses the closing price of Danaher’s common stock on the quarterly date when fees otherwise would have been paid.

When do Danaher (DHR) phantom shares convert into common stock?

Upon distribution, the phantom shares convert into Danaher common stock on a one-for-one basis. This means each phantom share becomes one share of common stock when the director’s deferred amounts are paid out under the plan.

What is Sanders A. Shane’s total phantom share balance at Danaher (DHR) after this grant?

After the reported award, Sanders A. Shane holds 3,163.293 phantom shares under the deferred compensation plan. These units are fully vested and represent deferred director fees linked to Danaher’s common stock performance.

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)
07/31/2026

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)	07/31/2026		A		211.205		(3)	(3)	Common Stock	211.205	$194.98	3,163.293	D

Explanation of Responses:

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees they are 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	08/04/2026
	** 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)