Alan Spoon adds phantom share units in Danaher (NYSE: DHR)

Rhea-AI Filing Summary

Danaher Corporation director Alan G. Spoon has increased his deferred equity-based compensation through the company’s Non-Employee Directors Deferred Compensation Plan. On January 30, 2026, he acquired 192.871 phantom shares of Danaher common stock, based on a closing share price of $218.89.

These phantom shares represent deferred cash director fees (and related dividend accruals) that are converted into notional shares under the plan. Following this transaction, Spoon holds 30,560.366 phantom shares, which are fully vested and are designed to convert into Danaher common stock on a one-for-one basis upon distribution.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SPOON ALAN G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom shares	192.871	$218.89	$42K

Holdings After Transaction: Phantom shares — 30,560.366 shares (Direct)

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.

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^*

SPOON ALAN G

(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		192.871		(3)	(3)	Common Stock(1)	192.871	$218.89	30,560.366	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 Alan G. Spoon	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.

FAQ

What did Danaher (DHR) director Alan G. Spoon report in this insider filing?

Alan G. Spoon reported acquiring 192.871 phantom shares tied to Danaher common stock. These were credited under the Non-Employee Directors Deferred Compensation Plan in lieu of cash director fees, increasing his total phantom share balance to 30,560.366.

How many Danaher (DHR) phantom shares did Alan G. Spoon obtain and at what price?

He obtained 192.871 phantom shares valued using a Danaher common stock closing price of $218.89 per share. The amount reflects deferred director cash compensation and related dividend accruals converted into notional stock units on the transaction date.

What is the total phantom share balance Alan G. Spoon now holds in Danaher (DHR)?

After this transaction, Alan G. Spoon beneficially owns 30,560.366 phantom shares tied to Danaher common stock. This total reflects cumulative deferred director fees and dividend accruals that remain within the company’s Non-Employee Directors Deferred Compensation Plan.

How do Danaher (DHR) phantom shares work under the directors’ deferred compensation plan?

Under the plan, eligible directors can defer cash fees, which are converted into notional Danaher common shares using the stock’s closing price on the deferral date. These phantom shares track the stock’s value and convert into actual Danaher common shares at distribution on a one-for-one basis.

Is Alan G. Spoon vested in his Danaher (DHR) deferred phantom share balance?

Yes. The filing states that Alan G. Spoon is fully vested in all amounts deferred under the Non-Employee Directors Deferred Compensation Plan. This means his accumulated phantom shares will convert into Danaher common stock at distribution without additional vesting conditions.

Why did Alan G. Spoon receive Danaher (DHR) phantom shares instead of cash?

Danaher’s Non-Employee Directors Deferred Compensation Plan allows directors to defer some or all quarterly cash fees. Deferred amounts, including dividend accruals, are converted into phantom shares, aligning director compensation with Danaher’s stock performance over time.