Danaher (NYSE: DHR) director adds 199 phantom shares in deferred pay grant

Rhea-AI Filing Summary

Danaher Corporation director Raymond C. Stevens received a compensation-related grant of phantom shares under the company’s Non-Employee Directors Deferred Compensation Plan. On the transaction date, 199.2600 phantom shares were credited based on a reference price of $177.2500 per share of Danaher common stock.

Following this award, Stevens holds a total of 7,246.2860 phantom shares. Under the plan, deferred director fees and dividend accruals are converted into notional shares, which later convert into Danaher common stock on a one-for-one basis upon distribution. The reporting person is fully vested in all deferred amounts.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stevens Raymond C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	199.26	$177.25	$35K

Holdings After Transaction: Phantom shares — 7,246.286 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: 199.2600 phantom shares Reference price per share: $177.2500 per share Total phantom shares after transaction: 7,246.2860 phantom shares +1 more

4 metrics

Phantom shares granted 199.2600 phantom shares Grant/award acquisition on 2026-04-24

Reference price per share $177.2500 per share Closing price of Danaher common stock on transaction date

Total phantom shares after transaction 7,246.2860 phantom shares Holdings following the award

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

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

"Amounts deferred under the plan ... 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)"

fully vested financial

"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^*

Stevens Raymond C

(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		199.26		(3)	(3)	Common Stock(1)	199.26	$177.25	7,246.286	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.	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 transaction did Danaher (DHR) director Raymond C. Stevens report on this Form 4?

Raymond C. Stevens reported an acquisition of phantom shares as compensation. He received 199.2600 phantom shares under Danaher’s Non-Employee Directors Deferred Compensation Plan, reflecting deferred cash director fees and dividend accruals converted into notional shares based on the common stock’s closing price.

How many phantom shares does Raymond C. Stevens hold after this Danaher (DHR) transaction?

After the transaction, Raymond C. Stevens holds 7,246.2860 phantom shares. These phantom shares represent deferred director compensation and related dividend accruals, tracked as notional units tied to Danaher common stock and converting into actual shares on a one-for-one basis at distribution.

What price was used to calculate the new Danaher (DHR) phantom shares granted to Raymond C. Stevens?

The phantom shares were calculated using a reference price of $177.2500 per share, equal to Danaher’s closing common stock price on the transaction date. Deferred fees and dividend accruals were converted into 199.2600 notional shares using this closing price under the plan’s terms.

How do Danaher (DHR) phantom shares convert into common stock for Raymond C. Stevens?

Danaher’s phantom shares convert into common stock on a one-for-one basis upon distribution. Each phantom share corresponds to one share of Danaher common stock, so Stevens’ accumulated phantom share balance ultimately determines the number of actual shares he will receive when distributions occur.

Is the Danaher (DHR) phantom share award to Raymond C. Stevens fully vested?

Yes, the filing states the reporting person is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This means Stevens has a fully vested right to the deferred compensation represented by his phantom share balance, subject to distribution rules.