Danaher Corp (NYSE: DHR) director granted 171.195 phantom shares under fee deferral plan

Rhea-AI Filing Summary

Danaher director Feroz Dewan reported an acquisition of 171.195 phantom shares on July 31, 2026. The credit arose under the Non-Employee Directors Deferred Compensation Plan, using the $194.98 NYSE closing price to convert deferred fees and dividend accruals into notional shares. These fully vested phantom shares convert into Danaher common stock on a one-for-one basis upon distribution, increasing his phantom share balance to 2,369.801.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dewan Feroz

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares F1, F2, F3	171.195	$194.98	$33K

Holdings After Transaction: Phantom shares — 2,369.801 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 acquired: 171.1950 shares Reference share price: $194.9800 per share Phantom shares balance: 2369.8010 shares +2 more

5 metrics

Phantom shares acquired 171.1950 shares Grant/award acquisition on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan

Reference share price $194.9800 per share Closing price of Danaher common stock on NYSE used to calculate deferred amounts

Phantom shares balance 2369.8010 shares Total phantom shares credited to Feroz Dewan following the reported transaction

Underlying common stock 171.1950 shares Common stock equivalent to the reported phantom shares on a one-for-one conversion basis

Conversion or exercise price 0.0000 Phantom shares convert into Danaher common stock without a stated exercise price

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, Omnibus Incentive Plan, notional shares, +2 more

6 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 "Plan")"

Omnibus Incentive Plan financial

"Plan established under the Danaher Corporation Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

notional shares financial

"Amounts deferred under the plan ... are converted into a particular number of notional shares"

dividend accruals financial

"Amounts deferred under the plan (which includes dividend accruals on plan balances)"

one-for-one basis financial

"Upon distribution, the phantom shares convert into shares ... on a one-for-one basis"

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 - 05:00 PM Learn about SEC filing dates

FAQ

What insider transaction did Feroz Dewan report for Danaher (DHR)?

Feroz Dewan reported an acquisition of 171.195 phantom shares of Danaher on July 31, 2026. The award reflects deferred director cash fees and dividend accruals converted into notional shares under Danaher’s Non-Employee Directors Deferred Compensation Plan.

How many Danaher (DHR) phantom shares does Feroz Dewan hold after this Form 4?

After this transaction, Feroz Dewan holds 2,369.801 phantom shares tied to Danaher common stock. This total reflects the newly credited 171.195 phantom shares plus his prior balance under the company’s deferred compensation plan for non-employee directors.

At what price were Feroz Dewan’s Danaher (DHR) phantom shares calculated?

The phantom shares were calculated using a $194.98 per-share reference price. This amount equals the closing price of Danaher common stock on the NYSE on July 31, 2026, the date when the deferred amounts otherwise would have been paid in cash.

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

Under this plan, non-employee directors can defer all or part of their quarterly cash director fees. Deferred amounts, including dividend accruals, are converted into notional Danaher phantom shares based on the stock’s closing price on the applicable quarterly payment date.

Do Danaher (DHR) phantom shares reported by Feroz Dewan convert into common stock?

Yes. The filing states that the phantom shares convert into Danaher common stock on a one-for-one basis upon distribution. Dewan is fully vested in all amounts deferred under the plan, including the phantom shares credited in this transaction.

Was Feroz Dewan’s Danaher (DHR) phantom share transaction under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes do not describe a trading plan. The transaction is characterized as a grant or acquisition under the deferred compensation plan, not an open-market trade pursuant to Rule 10b5-1.

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^*

Dewan Feroz

(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		171.195		(3)	(3)	Common Stock	171.195	$194.98	2,369.801	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 Feroz Dewan	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)