Danaher (NYSE: DHR) director adds 151 phantom shares via deferred fees

Rhea-AI Filing Summary

Danaher Corporation director Feroz Dewan reported an automatic grant of phantom shares tied to deferred board fees. On 01/30/2026 he acquired 151.195 phantom shares at a reference price of $218.89 per share under Danaher’s Non-Employee Directors Deferred Compensation Plan.

These phantom shares represent notional units linked to Danaher common stock and are fully vested. Upon distribution, each phantom share converts into one share of Danaher common stock. After this transaction, Dewan holds a total of 2,010.711 phantom shares in direct ownership under the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dewan Feroz

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	151.195	$218.89	$33K

Holdings After Transaction: Phantom shares — 2,010.711 shares (Direct)

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.

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^*

Dewan Feroz

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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)	01/30/2026		A		151.195		(3)	(3)	Common Stock(1)	151.195	$218.89	2,010.711	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 Feroz Dewan	02/03/2026
	** 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 transaction did Danaher (DHR) director Feroz Dewan report?

Feroz Dewan reported receiving 151.195 phantom shares on 01/30/2026. These units were credited under Danaher’s Non-Employee Directors Deferred Compensation Plan and reference a closing share price of $218.89, increasing his total phantom share holdings to 2,010.711.

What are the phantom shares reported by Danaher (DHR) director Feroz Dewan?

The phantom shares are notional units linked to Danaher common stock under a deferred compensation plan. They track the value of Danaher shares and, upon distribution, each phantom share converts into one share of Danaher common stock on a one-for-one basis.

How were the 151.195 phantom shares for Danaher (DHR) director Feroz Dewan calculated?

The 151.195 phantom shares were calculated by converting deferred cash director fees, plus any dividend accruals, into notional shares. The conversion uses Danaher’s closing stock price of $218.89 on the quarterly date when the cash fees otherwise would have been paid.

Is Feroz Dewan fully vested in his Danaher (DHR) phantom shares?

Yes, Feroz Dewan is fully vested in all amounts deferred under Danaher’s Non-Employee Directors Deferred Compensation Plan. This means the phantom share units credited to him, including the 151.195 reported, are fully earned under the plan’s terms.

How many Danaher (DHR) phantom shares does director Feroz Dewan own after this transaction?

Following the 151.195 phantom shares credited on 01/30/2026, Feroz Dewan directly holds a total of 2,010.711 phantom shares. These units will convert into an equal number of Danaher common shares when distributions are made under the plan.

Does the Danaher (DHR) Form 4 show a stock market purchase or sale by Feroz Dewan?

The Form 4 shows an acquisition of 151.195 phantom shares coded as an "A" transaction, not an open market trade. The units arise from deferring cash director fees into Danaher-linked phantom shares under a board deferred compensation plan.