Danaher (NYSE: DHR) director defers fees into 17.248 phantom share units

Rhea-AI Filing Summary

Danaher director Teri List received a grant of 17.248 phantom shares on the company’s non-employee director deferred compensation plan. The grant value was based on Danaher’s $177.25 closing stock price on the transaction date. After this award, List holds 7,660.399 phantom shares directly.

Under the plan, deferred cash director fees and dividend accruals are converted into notional shares using the quarter’s closing stock price. Upon distribution, these phantom shares convert into Danaher common stock on a one-for-one basis, and the reporting person is fully vested in all deferred amounts.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider List Teri

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	17.248	$177.25	$3K

Holdings After Transaction: Phantom shares — 7,660.399 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: 17.248 phantom shares Reference stock price: $177.25 per share Total phantom shares after grant: 7,660.399 phantom shares +2 more

5 metrics

Phantom shares granted 17.248 phantom shares Grant under Non-Employee Directors Deferred Compensation Plan on transaction date

Reference stock price $177.25 per share Closing price of Danaher common stock used to calculate phantom shares

Total phantom shares after grant 7,660.399 phantom shares Director’s balance following the reported acquisition

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

Exercise price $0.00 Conversion or exercise price for the phantom shares

Key Terms

Phantom shares, Non-Employee Directors Deferred Compensation Plan, Danaher Corporation 2007 Omnibus Incentive Plan, notional shares, +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")"

Danaher Corporation 2007 Omnibus Incentive Plan financial

"the Plan established under the Danaher Corporation 2007 Omnibus Incentive 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^*

List Teri

(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		17.248		(3)	(3)	Common Stock(1)	17.248	$177.25	7,660.399	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 L. List	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 Teri List report in this Form 4?

Danaher director Teri List reported an acquisition of 17.248 phantom shares under the company’s non-employee director deferred compensation plan. The units were calculated using Danaher’s $177.25 closing stock price and increased her total phantom share balance to 7,660.399 units.

How are phantom shares calculated for Danaher (DHR) directors under the plan?

Phantom shares for Danaher directors are calculated by converting deferred cash director fees and dividend accruals into notional shares. The number of units is based on Danaher’s closing common stock price on the quarterly date those amounts otherwise would have been paid in cash.

What is the value reference price for Teri List’s phantom shares at Danaher (DHR)?

The reference price for Teri List’s phantom share grant is $177.25, Danaher’s closing common stock price on the reported transaction date. This price is used solely to determine how many notional shares result from the deferred cash amounts and dividend accruals.

What happens to Danaher (DHR) phantom shares when they are distributed?

Upon distribution, Danaher phantom shares convert into shares of Danaher common stock on a one-for-one basis. Each phantom share represents a notional unit that will be exchanged for one actual common share when amounts deferred under the plan are ultimately paid out.

Is Teri List vested in her Danaher (DHR) deferred compensation plan balance?

Yes. The filing states that the reporting person is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This means her existing phantom share balance, including the new 17.248-unit grant, is not subject to additional vesting conditions.