Danaher (NYSE: DHR) director defers fees into 236.633 phantom shares

Rhea-AI Filing Summary

Danaher Corporation director Elias A. Zerhouni acquired 236.633 phantom shares on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan, using the $194.98 NYSE closing price of Danaher common stock. These fully vested phantom shares convert one-for-one into common stock, lifting his credited phantom-share balance to 18,708.915.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zerhouni Elias A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares F1, F2, F3	236.633	$194.98	$46K

Holdings After Transaction: Phantom shares — 18,708.915 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: 236.6330 shares Reference price per share: $194.9800 Phantom shares after grant: 18708.9150 shares +2 more

5 metrics

Phantom shares granted 236.6330 shares Grant of phantom shares to director Elias A. Zerhouni on 2026-07-31

Reference price per share $194.9800 Closing price of Danaher common stock on the NYSE on 2026-07-31

Phantom shares after grant 18708.9150 shares Total phantom shares credited to Elias A. Zerhouni following the transaction

Conversion or exercise price $0.0000 Phantom shares convert into Danaher common stock on a one-for-one basis with no exercise price

Transaction date 2026-07-31 Date the phantom share award under the Non-Employee Directors Deferred Compensation Plan was credited

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, Danaher Corporation Omnibus Incentive Plan

3 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 reporting person can defer fees"

Danaher Corporation Omnibus Incentive Plan financial

"Plan established under the Danaher Corporation Omnibus Incentive Plan"

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transaction did DHR director Elias A. Zerhouni report?

Elias A. Zerhouni reported an acquisition of 236.633 phantom shares of Danaher common stock equivalents on 2026-07-31. The award was made under Danaher’s Non-Employee Directors Deferred Compensation Plan and increases his phantom-share balance to 18,708.915 units.

How many phantom shares did DHR director Zerhouni receive and at what reference price?

Zerhouni received 236.633 phantom shares, calculated using the $194.98 closing price of Danaher common stock on the NYSE on 2026-07-31. That closing price is used solely to convert deferred amounts into notional stock units.

What is the Non-Employee Directors Deferred Compensation Plan at Danaher (DHR)?

Danaher’s Non-Employee Directors Deferred Compensation Plan lets directors defer fees, which are converted into phantom shares based on Danaher’s NYSE closing price each quarter. These notional units track common stock and include related dividend accruals on plan balances.

How do DHR phantom shares reported by Zerhouni convert into Danaher common stock?

The reported phantom shares convert into Danaher common stock on a one-for-one basis upon distribution. There is a stated $0.00 conversion or exercise price, meaning no additional cash payment is required when the units are settled in shares.

What are Elias A. Zerhouni’s phantom share holdings in DHR after this transaction?

Following the 236.633-unit award, Zerhouni holds 18,708.915 phantom shares credited under the plan. These represent deferred amounts and related accruals and will ultimately be distributable as an equivalent number of Danaher common shares.

Was Zerhouni’s DHR phantom share acquisition an open-market stock purchase?

No. The 236.633 phantom shares reflect a grant under a deferred compensation plan, not an open-market purchase. Units are created by converting deferred director fees and related amounts into notional shares using Danaher’s quarterly NYSE closing price.

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^*

Zerhouni Elias A.

(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		236.633		(3)	(3)	Common Stock	236.633	$194.98	18,708.915	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 Elias A. Zerhouni, M.D.	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)