Danaher (NYSE: DHR) CFO gains 2,684 shares as performance units vest

Rhea-AI Filing Summary

Danaher Corporation reported an insider share award for its EVP & Chief Financial Officer, Matthew McGrew. On February 4, 2026, he acquired 2,684 shares of common stock at $0, following the Compensation Committee’s determination that performance criteria for previously granted performance stock units had been achieved.

The performance stock units were originally awarded on February 24, 2023 under the Danaher Corporation 2007 Omnibus Incentive Plan and remain subject to a holding period through December 31, 2027. After this transaction, McGrew directly owned 20,890 common shares and indirectly held 10,232.549 shares through a 401(k) 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

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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^*

McGrew Matthew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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
Common Stock	02/04/2026		A		2,684(1)	A	$0	20,890	D
Common Stock								10,232.549	I	By 401(k)

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

Explanation of Responses:

1. On February 24, 2023, the Compensation Committee of the Company's Board of Directors awarded the reporting person performance stock units under the Danaher Corporation 2007 Omnibus Incentive Plan. This Form 4 is being filed in connection with the determination by the Compensation Committee that the performance criteria of the award have been achieved. The award remains subject to a holding period that continues through December 31, 2027.

Remarks:

	/s/ James F. O'Reilly, attorney-in-fact for Matthew McGrew	02/06/2026
	** 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) report for CFO Matthew McGrew?

Danaher reported that CFO Matthew McGrew acquired 2,684 shares of common stock at $0 on February 4, 2026. The shares resulted from performance stock units whose performance criteria were determined to be achieved by the Compensation Committee under the company’s 2007 Omnibus Incentive Plan.

When were the performance stock units that vested for Danaher CFO Matthew McGrew originally granted?

The performance stock units for Danaher CFO Matthew McGrew were originally granted on February 24, 2023. They were awarded by the Compensation Committee under the Danaher Corporation 2007 Omnibus Incentive Plan and later vested when the Committee determined that the performance criteria of the award had been achieved.

How many Danaher (DHR) shares did CFO Matthew McGrew own after this Form 4 transaction?

After the reported transaction, Danaher CFO Matthew McGrew directly owned 20,890 shares of common stock. In addition, he indirectly held 10,232.549 shares through a 401(k) plan, reflecting both direct and retirement-plan-related ownership positions disclosed as of the Form 4’s reported date.

What holding period applies to Matthew McGrew’s Danaher performance stock unit award?

The performance stock unit award to Matthew McGrew remains subject to a holding period that continues through December 31, 2027. Even though the Compensation Committee determined the performance criteria were achieved, the award cannot be freely transferred until this holding period end date is reached.

How are additional Danaher (DHR) shares held for Matthew McGrew via his 401(k)?

In addition to directly held shares, Matthew McGrew indirectly held 10,232.549 Danaher common shares through a 401(k) plan. These shares are reported as indirect beneficial ownership, reflecting retirement-plan holdings separate from his 20,890 directly owned Danaher shares after the February 4, 2026 transaction.

What is Matthew McGrew’s role at Danaher Corporation as shown in this Form 4?

The Form 4 lists Matthew McGrew as Danaher Corporation’s Executive Vice President & Chief Financial Officer. He is not identified as a director or 10% owner, but as an officer, and the reported transactions reflect equity compensation and holdings associated with his executive role.