Danaher (DHR) CFO McGrew reports tax share withholding and new deferred stock units

Rhea-AI Filing Summary

Danaher Corporation EVP & Chief Financial Officer Matthew McGrew reported routine equity-related transactions. On 02/02/2026, 1,856 shares of common stock were withheld at $223.42 per share to cover taxes tied to performance-based restricted stock units, leaving him with 18,206 directly held shares. The company also made its annual contribution to his deferred compensation account, crediting 790.5 notional shares in the Danaher stock fund at a reference price of $228.92, bringing his deferred notional holdings to 6,576.252. He additionally holds 10,232.549 shares indirectly through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McGrew Matthew

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Danaher Deferred Compensation Programs - Danaher Stock Fund	790.5	$228.92	$181K
Tax Withholding	Common Stock	1,856	$223.42	$415K
holding	Common Stock	--	--	--

Holdings After Transaction: Danaher Deferred Compensation Programs - Danaher Stock Fund — 6,576.252 shares (Direct); Common Stock — 18,206 shares (Direct); Common Stock — 10,232.549 shares (Indirect, By 401(k))

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^*

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)
02/02/2026

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		1,856(1)	D	$223.42	18,206	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
Danaher Deferred Compensation Programs - Danaher Stock Fund(2)	$0(3)	02/02/2026		A		790.5		(4)	(4)	Common Stock	790.5	$228.92	6,576.252	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 Matthew McGrew	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.
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 transactions did Danaher (DHR) CFO Matthew McGrew report?

Danaher CFO Matthew McGrew reported tax-related share withholding and a deferred compensation contribution. On February 2, 2026, 1,856 shares were withheld for taxes and 790.5 notional shares were credited to his Danaher stock fund account under the deferred compensation program.

How many Danaher (DHR) shares were withheld for Matthew McGrew’s taxes?

The filing shows 1,856 Danaher common shares were withheld at $223.42 per share. This withholding was for tax purposes related to the distribution of performance-based restricted stock units granted to EVP & Chief Financial Officer Matthew McGrew.

What did Danaher contribute to Matthew McGrew’s deferred compensation stock fund?

Danaher made its annual contribution to McGrew’s Danaher stock fund, crediting 790.5 notional shares at a reference price of $228.92. These unfunded, notional shares track Danaher common stock and convert on a one-for-one basis under the deferred compensation program terms.

How many Danaher (DHR) shares does Matthew McGrew own after these transactions?

After the reported transactions, McGrew beneficially owns 18,206 Danaher shares directly. He also has 10,232.549 shares held indirectly through a 401(k) plan and 6,576.252 notional shares in the Danaher stock fund under deferred compensation programs.

What does the Form 4 say about the nature of Matthew McGrew’s Danaher stock fund units?

The Form 4 explains that Danaher’s contributions are invested as unfunded, notional shares of Danaher common stock. These notional shares convert on a one-for-one basis, and vesting and distribution follow the terms summarized in Danaher’s latest Schedule 14A proxy statement.