Danaher chairman waives 500,000-share stock award

Danaher's chairman reported 3,105,808 directly held shares after the award waiver, alongside indirect holdings through a 401(k) plan and LLCs.

Rhea-AI Filing Summary

Danaher Corp. (DHR) reported that its Chairman, Steven M. Rales, waived his right to a restricted stock unit award covering 500,000 common shares on October 9, 2026, for no consideration. The transaction is reported as a disposition to the issuer, rather than a market sale. Following it, Rales reported 3,105,808 directly held shares, plus indirect holdings of 20,935 shares in a 401(k) plan and 31,000,000 shares through single-member LLCs whose sole member is a revocable trust he controls.

Insider Trade Summary

Disposition: 500,000 shares

Disposition 3 txns

Insider RALES STEVEN M

Role Chairman

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 F1	500,000	$0.00	$0.00
holding	Common Stock, par value $.01	--	--	--
holding	Common Stock, par value $.01 F2	--	--	--

Holdings After Transaction: Common Stock, par value $.01 — 3,105,808 shares (Direct); Common Stock, par value $.01 — 20,935 shares (Indirect, By 401(k) Plan); Common Stock, par value $.01 — 31,000,000 shares (Indirect, Through single-member LLCs)

Footnotes (2)

1. F1. On October 9, 2026, the Reporting Person waived his right to the restricted stock unit award granted to him on August 4, 2026 with respect to 500,000 shares of the Company's common stock, for no consideration.
2. F2. The reported shares are held through single-member LLCs of which a revocable trust controlled by Steven M. Rales is the sole member.

Key Figures

Award shares waived: 500,000 shares Direct common shares following transaction: 3,105,808 shares Indirect common shares in 401(k) plan: 20,935 shares +1 more

4 metrics

Award shares waived 500,000 shares Restricted stock unit award waived October 9, 2026

Direct common shares following transaction 3,105,808 shares Reported after the October 9, 2026 transaction

Indirect common shares in 401(k) plan 20,935 shares Reported October 9, 2026

Indirect common shares through LLCs 31,000,000 shares Held through single-member LLCs; reported October 9, 2026

Key Terms

restricted stock unit award, single-member LLCs, revocable trust

3 terms

restricted stock unit award financial

"waived his right to the restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

single-member LLCs financial

"held through single-member LLCs"

revocable trust financial

"a revocable trust controlled by Steven M. Rales"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

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

What happened to Steven M. Rales's 500,000-share DHR award?

Steven M. Rales waived his right to a restricted stock unit award covering 500,000 Danaher common shares on October 9, 2026, for no consideration; the transaction was reported as a disposition to the issuer. No Rule 10b5-1 plan is reported.

How many Danaher shares did Steven M. Rales report holding after the transaction?

He reported 3,105,808 shares directly, 20,935 shares indirectly through a 401(k) plan, and 31,000,000 shares indirectly through single-member LLCs.

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

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Available on EDGAR 10/14/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:30 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^*

RALES STEVEN M

(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
X	Officer (give title below)		Other (specify below)
	Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2026

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
Common Stock, par value $.01	10/09/2026		D(1)		500,000	D	$0	3,105,808	D
Common Stock, par value $.01								20,935	I	By 401(k) Plan
Common Stock, par value $.01								31,000,000	I	Through single-member LLCs(2)

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 October 9, 2026, the Reporting Person waived his right to the restricted stock unit award granted to him on August 4, 2026 with respect to 500,000 shares of the Company's common stock, for no consideration.

2. The reported shares are held through single-member LLCs of which a revocable trust controlled by Steven M. Rales is the sole member.

	/s/ Steven M. Rales	10/14/2026
	** 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)