Danaher (NYSE: DHR) GC logs tax share withholding and 251-unit grant

Rhea-AI Filing Summary

Danaher Corporation executive Brian W. Ellis, Senior Vice President and General Counsel, reported routine equity-related transactions. On February 2, 2026, 1,254 shares of Danaher common stock were withheld at $223.42 per share to cover taxes tied to performance-based restricted stock units, leaving him with 13,299 directly held common shares.

On the same date, the company made its annual contribution to his Danaher stock fund account under deferred compensation programs, credited as 251 unfunded, notional shares at $218.89 per share. These notional shares track Danaher common stock one-for-one, with 6,944.632 notional shares held after the transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ellis Brian W

Role Senior Vice President - GC

Type	Security	Shares	Price	Value
Grant/Award	Danaher Deferred Compensation Programs - Danaher Stock Fund	251	$218.89	$55K
Tax Withholding	Common Stock	1,254	$223.42	$280K

Holdings After Transaction: Danaher Deferred Compensation Programs - Danaher Stock Fund — 6,944.632 shares (Direct); Common Stock — 13,299 shares (Direct)

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

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^*

Ellis Brian W

(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)
	Senior Vice President - GC

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		1,254(1)	D	$223.42	13,299	D

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		251		(4)	(4)	Common Stock	251	$218.89	6,944.632	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 Brian W. Ellis	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) executive Brian W. Ellis report?

Brian W. Ellis reported two transactions on February 2, 2026: 1,254 Danaher common shares were withheld to cover taxes on performance-based restricted stock units, and 251 unfunded, notional shares were credited to his deferred compensation stock fund as an annual company contribution.

How many Danaher (DHR) common shares does Brian W. Ellis hold after this Form 4?

After the reported tax-withholding transaction, Brian W. Ellis beneficially owns 13,299 shares of Danaher common stock directly. This figure reflects the remaining shares following the withholding of 1,254 shares for tax purposes tied to performance-based restricted stock unit distribution.

What is the nature of the 251 notional shares reported in the Danaher (DHR) Form 4?

The 251 units represent Danaher’s annual contribution to Ellis’s deferred compensation stock fund. They are unfunded, notional shares deemed invested in Danaher common stock, convert on a one-for-one basis, and are credited using the NYSE closing price to determine the number of notional shares.

At what prices were Brian W. Ellis’s Danaher (DHR) Form 4 transactions reported?

The tax-withheld 1,254 Danaher common shares were reported at a price of $223.42 per share. The 251 notional shares credited under the deferred compensation stock fund used a reference price of $218.89 per share, based on the NYSE closing price on the determination date.

What role does Brian W. Ellis hold at Danaher (DHR) in this Form 4 filing?

Brian W. Ellis is identified as an officer of Danaher Corporation, serving as Senior Vice President and General Counsel. The Form 4 indicates that the reported equity transactions relate to his compensation structure, including restricted stock units and deferred compensation plan contributions.