Danaher (NYSE: DHR) SVP reports tax withholding and notional shares

Rhea-AI Filing Summary

Danaher Corporation SVP and Chief Science Officer Jose-Carlos Gutierrez-Ramos reported routine equity-related transactions. On February 2, 2026, 852 shares of Danaher common stock were withheld at $223.42 per share to cover taxes tied to performance-based restricted stock units, leaving 11,304 shares of common stock held directly.

On the same date, the company made its annual contribution to his Danaher deferred compensation account, crediting 275 notional shares in the Danaher Stock Fund at a reference price of $218.89 per share. Following this, he held 1,447.296 notional shares directly in the deferred compensation programs, which convert into common stock on a one-for-one basis under plan terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gutierrez-Ramos Jose-Carlos

Role SVP, Chief Science Officer

Type	Security	Shares	Price	Value
Grant/Award	Danaher Deferred Compensation Programs - Danaher Stock Fund	275	$218.89	$60K
Tax Withholding	Common Stock	852	$223.42	$190K

Holdings After Transaction: Danaher Deferred Compensation Programs - Danaher Stock Fund — 1,447.296 shares (Direct); Common Stock — 11,304 shares (Direct)

Footnotes (1)

1. This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units. Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account. The notional shares convert on a one-for-one basis. The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Gutierrez-Ramos Jose-Carlos

(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)
	SVP, Chief Science Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		F		852(1)	D	$223.42	11,304	D

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
Danaher Deferred Compensation Programs - Danaher Stock Fund(2)	$0(3)	02/02/2026		A		275		(4)	(4)	Common Stock	275	$218.89	1,447.296	D

Explanation of Responses:

1. This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.

2. Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account.

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

4. The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Remarks:

	/s/ James F. O'Reilly, attorney-in-fact for Jose-Carlos Gutierrez-Ramos	02/04/2026
	** 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.
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FAQ

What insider transactions did Danaher (DHR) report for Jose-Carlos Gutierrez-Ramos?

The filing shows tax-related share withholding and a deferred compensation credit. 852 shares of common stock were withheld for taxes, and 275 notional shares were added to a Danaher Stock Fund account as part of the company’s deferred compensation program.

Was the Danaher (DHR) Form 4 transaction an open-market sale by the executive?

No, the Form 4 states the 852 shares were withheld for tax purposes tied to performance-based restricted stock units. This reflects shares retained by the company to satisfy tax obligations, not a discretionary open-market sale by the executive.

What is the deferred compensation Danaher Stock Fund position reported for DHR’s SVP?

The officer received 275 notional shares credited at $218.89 per share as the company’s annual contribution. After this transaction, his deferred compensation programs showed 1,447.296 notional shares linked to Danaher common stock on a one-for-one conversion basis.

How many Danaher (DHR) common shares does the executive hold after the reported Form 4?

After the tax withholding transaction, the Form 4 reports that Jose-Carlos Gutierrez-Ramos directly beneficially owns 11,304 shares of Danaher common stock. This figure reflects his holdings following the 852-share tax withholding related to restricted stock units.

What do the transaction codes F and A mean in this Danaher (DHR) Form 4?

The code F indicates 852 shares withheld to cover taxes from an equity award. The code A reflects an acquisition of 275 notional shares through the company’s annual contribution to the Danaher Stock Fund within a deferred compensation program.