Danaher (NYSE: DHR) director adds 252 phantom shares via deferred fees

Rhea-AI Filing Summary

Danaher director Alan G. Spoon acquired 252.322 phantom shares as deferred compensation. These units were credited at a reference price of $177.25 per share under Danaher’s Non-Employee Directors Deferred Compensation Plan, which converts deferred cash fees into notional stock-based units.

Following this grant, Spoon is credited with a total of 30,812.689 phantom shares. According to the plan, these phantom shares are fully vested and will convert one-for-one into Danaher common stock upon distribution, rather than representing an open-market stock purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SPOON ALAN G

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	252.322	$177.25	$45K

Holdings After Transaction: Phantom shares — 30,812.689 shares (Direct, null)

Footnotes (1)

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation 2007 Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees s/he is 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. Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis. The reporting person is fully vested in all amounts deferred under the Plan.

Key Figures

Phantom shares granted: 252.322 phantom shares Reference price per share: $177.25 per share Total phantom shares after grant: 30,812.689 phantom shares +1 more

4 metrics

Phantom shares granted 252.322 phantom shares Grant under Non-Employee Directors Deferred Compensation Plan on 2026-04-24

Reference price per share $177.25 per share Closing price used to calculate notional shares on transaction date

Total phantom shares after grant 30,812.689 phantom shares Balance following 252.322-share grant

Conversion ratio 1 phantom share : 1 common share Phantom shares convert one-for-one into Danaher common stock at distribution

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, notional shares, dividend accruals

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 (the "Plan")"

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"

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

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)
04/24/2026

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)	04/24/2026		A		252.322		(3)	(3)	Common Stock(1)	252.322	$177.25	30,812.689	D

Explanation of Responses:

1. Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation 2007 Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees s/he is 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	04/28/2026
	** 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)

FAQ

What did Danaher (DHR) director Alan G. Spoon report in this Form 4?

Alan G. Spoon reported receiving 252.322 phantom shares as deferred director compensation. These units were valued at $177.25 each and increased his total phantom share balance to 30,812.689, all under Danaher’s Non-Employee Directors Deferred Compensation Plan.

Are the 252.322 phantom shares for Danaher (DHR) an open-market purchase?

No, the 252.322 phantom shares are a compensation-related grant, not an open-market purchase. They arise from deferring cash director fees into notional shares under Danaher’s Non-Employee Directors Deferred Compensation Plan, based on the stock’s closing price on the transaction date.

At what reference price were Alan G. Spoon’s Danaher (DHR) phantom shares credited?

The phantom shares were credited at a reference price of $177.25 per share. This price reflects the closing price of Danaher common stock on the New York Stock Exchange on the transaction date used to calculate the number of notional shares.

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

After receiving 252.322 additional phantom shares, Alan G. Spoon holds 30,812.689 phantom shares in total. These fully vested phantom shares are tracked under the deferred compensation plan and will convert into an equal number of Danaher common shares upon distribution.

What is Danaher’s Non-Employee Directors Deferred Compensation Plan?

The plan lets non-employee directors defer all or part of their quarterly cash fees. Deferred amounts, plus dividend accruals, are converted into notional Danaher common shares using the stock’s closing price. These phantom shares later convert one-for-one into actual common stock at distribution.

Do Danaher (DHR) phantom shares received by directors like Alan G. Spoon fully vest immediately?

Yes, the filing states the reporting person is fully vested in all amounts deferred under the plan. That means the phantom shares credited from deferred director fees are not subject to additional vesting conditions and will convert into Danaher common stock at distribution time.