[Form 4] Danaher Corporation Insider Trading Activity

Rhea-AI Filing Summary

Summit JV MR 2, Summit JV MR 3 and Summit NCI NOLA BR 184 entered into a new $400 million secured term loan on 24 Jul 2025. Bank of America acts as administrative agent with Wells Fargo as syndication agent; Summit Hospitality JV, LP (a JV between Summit Hotel OP, LP and USFI G-Peak Pte. Ltd.) is the parent guarantor. Summit Hotel Properties, Inc. (NYSE: INN) is neither a borrower nor a guarantor.

Key terms

• Size: $400 m, with an accordion permitting expansion to ≤ $600 m.
• Maturity: 24 Jul 2028; two optional 12-month extensions push final maturity to 24 Jul 2030.
• Interest: borrower option of Daily/1- or 3-mo Term SOFR + 2.35% (0% floor) or base rate + 1.35% (1% floor); interest payable at least quarterly.
• No pre-payment penalty; principal due at maturity or earlier upon borrowing-base changes/default.

Collateral & borrowing base

• First-priority pledge of equity interests in subsidiaries holding U.S. hotel or parking assets and related TRS entities.
• Assets can be added/removed if diversity tests and LTV limits are maintained.

Financial covenants

• Leverage ≤ 55%.
• Secured debt/asset value (ex-facility) ≤ 40%.
• Fixed-charge coverage ≥ 1.50×.
• Tangible net worth ≥ $593.9 m + 75% of future equity proceeds.
• Facility outstandings/borrowing-base value ≤ 55% and unencumbered NOI/assumed unsecured interest ≥ 1.50×.

The facility supplies sizable, flexible capital for the JV while imposing customary REIT leverage and coverage discipline.

Positive

• $400 m of committed capital with accordion to $600 m enhances liquidity for growth or refinancing.
• Maturity extendable to 2030, lowering near-term refinancing risk.
• No pre-payment penalty provides balance-sheet flexibility.

Negative

• Facility carries a SOFR + 2.35% margin, adding interest cost if fully drawn.
• Leverage and secured-debt covenants could constrain future financing choices.

Insights

Credit Analyst

TL;DR: $400 m SOFR-priced term loan boosts JV liquidity; covenant package keeps leverage ≤55%.

The transaction provides the hotel joint venture with long-dated capital at a SOFR spread in line with current upper-BB/Ba2 pricing, plus an accordion that can raise total borrowings to $600 m. Collateral is equity pledges, offering structural subordination to asset-level mortgages but improving borrowing efficiency. Key covenants—55% leverage, 1.5× fixed-charge cover and minimum tangible net worth—are typical for lodging REIT structures and should preserve lender protections. Because INN is not directly obligated, corporate credit metrics remain unchanged, yet the JV’s enhanced capacity could indirectly support growth and cash flows to the parent.

REIT Portfolio Manager

TL;DR: Facility is modestly positive for liquidity; immaterial to INN leverage.

Investors should note that the borrowing sits at the JV level, ring-fencing risk from the REIT. The extendible 2028 maturity and 0% SOFR floor reduce refinancing pressure in a rising-rate environment, while no-penalty prepayments add flexibility if asset sales occur. However, the 2.35% SOFR margin is not a bargain and incremental draws would lift secured debt, potentially limiting future balance-sheet optionality. Overall impact on INN equity is neutral-to-slightly positive, contingent on how efficiently the JV deploys proceeds.

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).

1. Name and Address of Reporting Person^*

Zerhouni Elias A.

(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)
07/25/2025

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)	07/25/2025		A		212.943		(3)	(3)	Common Stock(1)	212.943	$205.48	17,808.586	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.	07/28/2025
	** 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

Is Summit Hotel Properties, Inc. (INN) a borrower under the new credit facility?

No. The borrowers are JV entities; INN is neither a borrower nor a guarantor.

What is the size and potential expansion of the term loan?

Initial commitment is $400 million with an accordion feature allowing growth up to $600 million.

When does the credit facility mature?

Base maturity is 24 Jul 2028, extendable twice for 12 months each to 24 Jul 2030.

What interest rate applies to the loan?

Borrowers may choose Daily/Term SOFR + 2.35% (0% floor) or base rate + 1.35% (1% floor).

What are the key financial covenants of the facility?

Leverage ≤ 55%, fixed-charge coverage ≥ 1.50×, secured debt/asset value ≤ 40%, and tangible net worth ≥ $593.9 m plus 75% of future equity proceeds.

What collateral secures the credit facility?

A first-priority pledge of equity interests in subsidiaries owning the borrowing-base hotel and parking assets.