Danaher (NYSE: DHR) director awarded new phantom share units

Rhea-AI Filing Summary

Danaher director Elias A. Zerhouni received a grant of phantom shares as part of deferred board compensation. On the reported date, 259.718 phantom shares tied to Danaher common stock were credited to his account at a reference price of $177.25 per share under the Non-Employee Directors Deferred Compensation Plan.

These phantom shares are fully vested, accrue dividends within the plan, and will convert into Danaher common stock on a one-for-one basis upon distribution. Following this grant, Zerhouni holds a total of 18,472.282 phantom shares directly under the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zerhouni Elias A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	259.718	$177.25	$46K

Holdings After Transaction: Phantom shares — 18,472.282 shares (Direct, null)

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.

Key Figures

Phantom shares granted: 259.718 phantom shares Reference stock price: $177.25 per share Total phantom shares after grant: 18,472.282 phantom shares +1 more

4 metrics

Phantom shares granted 259.718 phantom shares Non-Employee Directors Deferred Compensation Plan grant on 2026-04-24

Reference stock price $177.25 per share Closing price used to calculate phantom shares on 2026-04-24

Total phantom shares after grant 18,472.282 phantom shares Director’s phantom share balance following the reported transaction

Conversion ratio 1 phantom share : 1 common share Phantom shares convert into Danaher common stock upon distribution

Key Terms

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

4 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

"Amounts deferred under the plan (which includes dividend accruals on plan balances"

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^*

Zerhouni Elias A.

(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		259.718		(3)	(3)	Common Stock(1)	259.718	$177.25	18,472.282	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 Elias A. Zerhouni, M.D.	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)

FAQ

What did Danaher (DHR) director Elias Zerhouni report in this Form 4?

Director Elias A. Zerhouni reported receiving 259.718 phantom shares under Danaher’s Non-Employee Directors Deferred Compensation Plan. The award is a compensation-related grant that increases his phantom share balance to 18,472.282 units tied to Danaher common stock.

How many Danaher phantom shares were granted to Elias Zerhouni and at what price?

Elias Zerhouni was credited with 259.718 phantom shares, calculated using a $177.25 closing price for Danaher common stock. The plan converts deferred director fees and dividend accruals into a number of notional shares based on that quarterly closing price.

What is Danaher’s Non-Employee Directors Deferred Compensation Plan mentioned in the Form 4?

The Non-Employee Directors Deferred Compensation Plan lets Danaher directors defer all or part of quarterly cash fees. Deferred amounts and dividend accruals are converted into notional Danaher common stock shares, based on the closing price on the date the fees otherwise would have been paid.

How do Danaher phantom shares work for director compensation?

Danaher phantom shares represent notional units linked to common stock, created from deferred director fees and dividend accruals. They track the stock price, and upon distribution, each phantom share converts into one share of Danaher common stock under the plan’s one-for-one conversion feature.

Are the Danaher phantom shares reported by Elias Zerhouni vested?

Yes, the filing states that Elias Zerhouni is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This includes the reported phantom shares and prior deferrals accumulated through the plan’s ongoing compensation and dividend accrual mechanisms.

How many Danaher phantom shares does Elias Zerhouni hold after this transaction?

After this award, Elias Zerhouni holds 18,472.282 phantom shares under Danaher’s deferred compensation plan. These phantom shares are directly held, fully vested, and will convert into an equal number of Danaher common stock shares upon distribution, according to the plan’s one-for-one conversion terms.