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

Rhea-AI Filing Summary

Danaher Corporation director Alan G. Spoon acquired 229.896 phantom shares on July 31, 2026 through the Non-Employee Directors Deferred Compensation Plan, representing deferred cash director fees converted at the $194.98 NYSE closing price. This increased his plan balance to 31,042.585 phantom shares, which are fully vested and convert into Danaher common stock on a one-for-one basis upon distribution.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SPOON ALAN G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares F1, F2, F3	229.896	$194.98	$45K

Holdings After Transaction: Phantom shares — 31,042.585 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: 229.8960 shares Reference closing price: 194.9800 per share Phantom shares after transaction: 31042.5850 shares +1 more

4 metrics

Phantom shares acquired 229.8960 shares Grant of phantom shares on July 31, 2026 under directors’ deferred compensation plan

Reference closing price 194.9800 per share NYSE closing price of Danaher common stock used to calculate notional shares

Phantom shares after transaction 31042.5850 shares Total phantom share balance for Alan G. Spoon following the award

Conversion ratio 1:1 Each phantom share converts into one share of Danaher common stock upon distribution

Key Terms

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

4 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"

notional shares financial

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

Omnibus Incentive Plan financial

"the 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.

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 Danaher (DHR) director Alan G. Spoon report?

Alan G. Spoon reported an acquisition of 229.896 phantom shares of Danaher on July 31, 2026, received under the Non-Employee Directors Deferred Compensation Plan in connection with deferred cash director fees valued at the $194.98 NYSE closing price.

How many Danaher (DHR) phantom shares does Alan G. Spoon hold after this Form 4?

After the reported transaction, Alan G. Spoon holds 31,042.585 phantom shares tied to Danaher stock. These phantom shares represent deferred director compensation and are fully vested, with value based on Danaher’s common stock performance until distribution.

What is a phantom share in the context of Danaher (DHR) and this Form 4?

Here, a phantom share is a notional unit tracking Danaher common stock value under the directors’ deferred compensation plan. Upon distribution, each phantom share converts into one share of Danaher common stock, aligning director compensation with shareholder outcomes.

How is the number of Danaher (DHR) phantom shares calculated for Alan G. Spoon?

Deferred cash director fees and dividend accruals are converted into notional shares based on the closing price of Danaher common stock on the quarterly payment date. For this transaction, the conversion used the $194.98 NYSE closing price on July 31, 2026.

Are Alan G. Spoon’s Danaher (DHR) phantom shares vested and how do they pay out?

The filing states the reporting person is fully vested in all amounts deferred under the plan. Upon distribution, the phantom shares convert into Danaher common stock on a one-for-one basis, delivering actual shares equal to the phantom share balance.

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^*

SPOON ALAN G

(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		229.896		(3)	(3)	Common Stock	229.896	$194.98	31,042.585	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 Alan G. Spoon	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)