Danaher director granted 187.894 phantom shares

Danaher director Feroz Dewan reported a compensation-related award of 187.894 phantom shares on Danaher common stock.

Rhea-AI Filing Summary

Danaher director Feroz Dewan reported a compensation-related award of 187.894 phantom shares on Danaher common stock. The grant was valued using a reference price of $177.25 per share, bringing his total phantom share balance to 2,198.606 under the company’s non-employee directors deferred compensation plan.

These phantom shares are bookkeeping entries tied to deferred cash director fees and dividend accruals, and are designed to mirror Danaher’s stock performance. According to the plan terms, the phantom shares are fully vested and will convert into an equal number of Danaher common shares on a one-for-one basis when distributions occur.

Insider Trade Summary

Grant/Award: 187.894 shares

Grant/Award 1 txn

Insider Dewan Feroz

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	187.894	$177.25	$33K

Holdings After Transaction: Phantom shares — 2,198.606 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.

Key Figures

Phantom shares granted: 187.894 phantom shares Reference price per share: $177.25 per share Total phantom shares after grant: 2,198.606 phantom shares +2 more

5 metrics

Phantom shares granted 187.894 phantom shares Grant/award acquisition on 2026-04-24

Reference price per share $177.25 per share Closing price used to convert deferred fees

Total phantom shares after grant 2,198.606 phantom shares Balance following the reported transaction

Conversion ratio 1 phantom share = 1 common share One-for-one conversion upon distribution

Exercise price $0.00 Phantom share units carry no exercise cost

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, notional shares, dividend accruals, +1 more

5 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

"are converted into a particular number of notional shares of Danaher common stock"

dividend accruals financial

"which includes dividend accruals on plan balances and may also include cash director fees"

fully vested financial

"The reporting person is fully vested in all amounts deferred under the Plan."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Danaher (DHR) director Feroz Dewan report?

Feroz Dewan reported receiving 187.894 phantom shares linked to Danaher common stock. The award reflects deferred director compensation and dividend accruals, valued using a reference price of $177.25 per share, and increased his phantom share balance to 2,198.606 units under the plan.

What are phantom shares in the Danaher (DHR) deferred compensation plan?

Phantom shares are notional units that track Danaher’s common stock value rather than actual shares. They represent deferred cash director fees and related dividend accruals, converted into units based on the stock’s closing price on specific quarterly dates when cash fees would otherwise be paid.

How are Danaher (DHR) phantom share awards valued for directors?

Phantom share awards are valued using Danaher’s closing stock price on the quarterly date when director cash fees would otherwise be paid. In this transaction, the plan used a reference price of $177.25 per share to convert deferred amounts into 187.894 phantom shares credited to Feroz Dewan’s account.

When do Danaher (DHR) phantom shares convert into common stock?

Danaher’s phantom shares convert into common stock upon distribution under the deferred compensation plan’s terms. Each phantom share converts on a one-for-one basis into a share of Danaher common stock, providing directors with equity exposure matching the notional units they accumulated over time.

Is the Danaher (DHR) phantom share grant to Feroz Dewan an open-market purchase?

No, the phantom share grant is not an open-market purchase. It is a compensation-related award under the non-employee directors deferred compensation plan, where deferred cash fees and dividend accruals are converted into notional units based on Danaher’s closing stock price on the relevant quarterly date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 05:00 PM EDT 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^*

Dewan Feroz

(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		187.894		(3)	(3)	Common Stock(1)	187.894	$177.25	2,198.606	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	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)