Danaher director defers fees into phantom shares

Danaher Corporation director Raymond C. Stevens elected to defer part of his quarterly cash director fees into stock-based compensation.

Rhea-AI Filing Summary

Danaher Corporation director Raymond C. Stevens elected to defer part of his quarterly cash director fees into stock-based compensation. On January 30, 2026, he acquired 158.547 phantom shares of Danaher common stock at a reference price of $218.89 per share under the Non-Employee Directors Deferred Compensation Plan.

These phantom shares are bookkeeping entries tied to Danaher’s stock price and will convert into an equal number of Danaher common shares on a one-for-one basis when distributed. Following this deferral, Stevens held 7,047.026 phantom shares, and he is fully vested in all amounts deferred under the plan.

Insider Trade Summary

Grant/Award: 158.547 shares

Grant/Award 1 txn

Insider Stevens Raymond C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	158.547	$218.89	$35K

Holdings After Transaction: Phantom shares — 7,047.026 contracts (Direct)

Footnotes (3)

1. F1. 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. 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.

FAQ

What insider transaction did Danaher (DHR) report for Raymond C. Stevens?

Danaher reported that director Raymond C. Stevens acquired 158.547 phantom shares on January 30, 2026. The acquisition reflects a deferral of quarterly cash director fees into stock-based compensation under Danaher’s Non-Employee Directors Deferred Compensation Plan rather than an open-market stock purchase.

How many Danaher phantom shares does Raymond C. Stevens hold after this Form 4?

After the reported transaction, Raymond C. Stevens beneficially owned 7,047.026 phantom shares. These are notional units credited under Danaher’s Non-Employee Directors Deferred Compensation Plan and are designed to mirror Danaher common stock performance until they are ultimately distributed as actual shares.

What price was used to calculate Raymond C. Stevens’ new Danaher phantom shares?

The phantom shares were calculated using a reference price of $218.89 per share, the NYSE closing price of Danaher common stock on January 30, 2026. This closing price determined how many phantom shares his deferred cash director fees translated into under the compensation plan.

How does Danaher’s Non-Employee Directors Deferred Compensation Plan work?

Under the plan, non-employee directors can defer all or part of their quarterly cash fees. Deferred amounts, including dividend accruals, are converted into notional Danaher common shares based on the stock’s closing price on the scheduled payment date, providing equity-linked compensation instead of immediate cash.

Do Danaher phantom shares for directors convert into actual common stock?

Yes. According to the filing, Danaher phantom shares convert into shares of Danaher common stock on a one-for-one basis upon distribution. Until that point, they exist as notional units tracking the company’s share price and are fully vested for the reporting director.

Is Raymond C. Stevens fully vested in his Danaher deferred compensation?

The filing states that Raymond C. Stevens is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This means the phantom share balances credited to him are not subject to additional vesting conditions within the plan as described.

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Accepted by SEC EDGAR 02/03/2026 - 05:25 PM Learn about SEC filing dates

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^*

Stevens Raymond C

(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		158.547		(3)	(3)	Common Stock(1)	158.547	$218.89	7,047.026	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 as attorney-in-fact for Raymond C. Stevens, Ph.D.	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.