Director in Danaher (NYSE: DHR) defers fees into phantom stock units

Rhea-AI Filing Summary

Danaher Corporation director Teri List reported a routine deferred compensation transaction. On January 30, 2026, she was credited with 11.157 phantom shares tied to Danaher common stock, based on a closing price of $218.89 per share.

These phantom shares are part of the Non-Employee Directors Deferred Compensation Plan, where director cash fees and dividend accruals are converted into notional stock units. After this credit, List holds 7,643.151 phantom shares, which will convert into the same number of Danaher common shares on a one-for-one basis upon distribution and are fully vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider List Teri

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	11.157	$218.89	$2K

Holdings After Transaction: Phantom shares — 7,643.151 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^*

List Teri

(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		11.157		(3)	(3)	Common Stock(1)	11.157	$218.89	7,643.151	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 Teri List	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) disclose for director Teri List?

Danaher reported that director Teri List received 11.157 phantom shares on January 30, 2026. These units were credited under the Non-Employee Directors Deferred Compensation Plan, based on Danaher’s $218.89 closing share price on the NYSE that day.

What are the phantom shares reported in the Danaher (DHR) Form 4?

Phantom shares are notional stock units credited instead of cash fees under Danaher’s director deferred compensation plan. For this filing, 11.157 phantom shares were added and are designed to track Danaher’s common stock value rather than representing currently issued shares.

How many phantom shares does Teri List hold after this Danaher (DHR) transaction?

After the reported transaction, director Teri List beneficially owns 7,643.151 phantom shares. These reflect accumulated deferred director fees and dividend accruals under the Danaher Non-Employee Directors Deferred Compensation Plan and remain linked in value to Danaher common stock.

At what price were the new Danaher (DHR) phantom shares credited to Teri List?

The 11.157 phantom shares were calculated using Danaher’s $218.89 closing stock price on the NYSE on January 30, 2026. This price is used by the deferred compensation plan to convert director cash fees and related amounts into phantom stock units.

Do Danaher (DHR) phantom shares convert into actual common stock for Teri List?

Yes. The Form 4 states that the phantom shares convert one-for-one into Danaher common stock upon distribution. When distribution occurs under the plan terms, each phantom share will be exchanged for one share of Danaher common stock for the reporting person.

Is Teri List fully vested in her Danaher (DHR) deferred compensation phantom shares?

According to the disclosure, Teri List is fully vested in all amounts deferred under Danaher’s Non-Employee Directors Deferred Compensation Plan. This includes the 7,643.151 phantom shares credited from director fees and dividend accruals reported in the Form 4.