STOCK TITAN

DHR Form 4: 160.891 phantom shares at $215.38; total 6,888.48

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Danaher Corporation reported a director’s Form 4 showing the acquisition of 160.891 phantom shares on 10/31/2025 under the Non-Employee Directors Deferred Compensation Plan. The plan converts deferred director fees (including dividend accruals) into notional shares using the NYSE closing price on the transaction date, listed as $215.38.

The phantom shares convert into common stock on a one-for-one basis upon distribution, and the reporting person is fully vested in amounts deferred. Following the transaction, 6,888.48 derivative securities were beneficially owned.

Positive

  • None.

Negative

  • None.
Insider Stevens Raymond C
Role Director
Type Security Shares Price Value
Grant/Award Phantom shares 160.891 $215.38 $35K
Holdings After Transaction: Phantom shares — 6,888.48 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.
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*
Stevens Raymond C

(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)
10/31/2025
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) 10/31/2025 A 160.891 (3) (3) Common Stock(1) 160.891 $215.38 6,888.48 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 as attorney-in-fact for Raymond C. Stevens, Ph.D. 11/03/2025
** 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 did Danaher (DHR) disclose in this Form 4?

A director acquired 160.891 phantom shares on 10/31/2025 under the Non-Employee Directors Deferred Compensation Plan.

How are the phantom shares valued for Danaher (DHR)?

They are based on the $215.38 NYSE closing price of Danaher common stock on the transaction date.

What is the conversion ratio of Danaher phantom shares?

Phantom shares convert into Danaher common stock on a one-for-one basis upon distribution.

Is the reporting person vested in these deferred amounts?

Yes. The reporting person is fully vested in all amounts deferred under the plan.

What are the post-transaction holdings reported?

Following the transaction, the director reported 6,888.48 derivative securities beneficially owned.

Which Danaher plan governs these phantom shares?

The Non-Employee Directors Deferred Compensation Plan established under the 2007 Omnibus Incentive Plan.