RALES STEVEN M reported acquisition or exercise transactions in this Form 4 filing.
Danaher Corporation chairman Steven M. Rales received major equity awards. On 2026-08-04 he was granted 1,000,000 non-qualified stock options to buy common stock at $194.78 per share, expiring 2036-08-04, and 500,000 restricted stock units. Both awards vest 50% on the fourth anniversary of the grant date and 50% on the fifth, in each case subject to continued employment through vesting.
After these grants, reported direct holdings include 3,605,808 common shares and the 1,000,000 options, plus indirect holdings of 20,911 shares through a 401(k) plan and 31,000,000 shares held through single-member LLCs owned by a revocable trust controlled by Rales. No sales were reported in these transactions.
Danaher director Linda Filler acquired 18.333 phantom shares on July 31, 2026 as a grant under the company’s Non-Employee Directors Deferred Compensation Plan, where quarterly cash director fees are deferred into notional Danaher stock valued at $194.98 per share. Following this award, she holds 8,954.736 phantom shares, which are fully vested and convert into Danaher common stock on a one-for-one basis upon distribution at a $0.00 conversion price.
Danaher Corporation director Elias A. Zerhouni acquired 236.633 phantom shares on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan, using the $194.98 NYSE closing price of Danaher common stock. These fully vested phantom shares convert one-for-one into common stock, lifting his credited phantom-share balance to 18,708.915.
Danaher Corporation director Alan G. Spoon acquired 229.896 phantom shares on July 31, 2026 through the Non-Employee Directors Deferred Compensation Plan, representing deferred cash director fees converted at the $194.98 NYSE closing price. This increased his plan balance to 31,042.585 phantom shares, which are fully vested and convert into Danaher common stock on a one-for-one basis upon distribution.
Danaher director Teri List acquired 15.716 phantom shares on 2026-07-31 under the Non-Employee Directors Deferred Compensation Plan, based on the $194.9800 NYSE closing price. These fully vested phantom shares track Danaher common stock and convert one-for-one into common shares upon distribution, bringing her total phantom-share balance to 7,676.115.
Danaher Corporation director Sanders A. Shane received an award of 211.205 phantom shares on July 31, 2026 under the Non-Employee Directors Deferred Compensation Plan, based on Danaher’s $194.98 closing price. This increased his deferred balance to 3,163.293 phantom shares, which are fully vested and convert into common stock on a one-for-one basis upon distribution.
Danaher director Feroz Dewan reported an acquisition of 171.195 phantom shares on July 31, 2026. The credit arose under the Non-Employee Directors Deferred Compensation Plan, using the $194.98 NYSE closing price to convert deferred fees and dividend accruals into notional shares. These fully vested phantom shares convert into Danaher common stock on a one-for-one basis upon distribution, increasing his phantom share balance to 2,369.801.
Danaher Corporation director Raymond C. Stevens reported an acquisition of 181.549 phantom shares on July 31, 2026, under the Non-Employee Directors Deferred Compensation Plan, based on the $194.98 NYSE closing price of Danaher common stock. Each phantom share converts into one share of common stock upon distribution, and the reporting person is fully vested in all amounts deferred under the plan, bringing his phantom-share balance to 7,427.835.
Danaher Corporation is implementing a planned leadership transition, appointing Julie Sawyer Montgomery as President and Chief Executive Officer and a director effective October 1, 2026, while current CEO Rainer M. Blair becomes Senior Advisor through December 31, 2026 and a consultant through March 31, 2027.
Montgomery’s CEO compensation includes an offer letter and a special Long-Term Growth Award of time-vesting non-qualified stock options with a target value of $20,000,000, relocation benefits, various perquisites and defined severance protections equal to 12 months of base salary plus specified annual incentive components upon certain terminations. Blair’s transition letter maintains his base salary during the advisory period, provides consulting fees thereafter, and grants severance on separation equal to one year of salary, a target annual cash incentive and a 12‑month COBRA subsidy, subject to releases and existing restrictive covenants.
The board also approved long-term equity awards for other senior leaders, including a $12,500,000 option award to CFO Matthew Gugino, RSUs valued at $8,000,000 and $2,625,000 for two additional named executives, and for founders Steven and Mitchell Rales options on 1,000,000 shares and RSUs on 500,000 shares each with multi‑year vesting and 10‑year option terms. Danaher reiterates its previously communicated third‑quarter and full‑year 2026 guidance and plans to exclude stock‑based compensation from this Long-Term Growth Program when calculating Adjusted Diluted Net Earnings Per Share.
Danaher reported second quarter 2026 results from continuing operations with sales of $6.3 billion, up 5.5% year-over-year. Non-GAAP core revenue grew 3.0% and 4.5% excluding respiratory testing. Net earnings were $870 million, or $1.23 per diluted share, up 60% year-over-year. Adjusted diluted EPS (non-GAAP) rose 8.0% to $1.94 after excluding amortization of acquisition-related intangible assets, Masimo-related acquisition items and other adjustments detailed in the reconciliation. Management highlighted particularly strong performance in Life Sciences and mid-teens bioprocessing order growth despite project-timing headwinds.
Operating cash flow was $1.5 billion and free cash flow $1.3 billion, both higher than the prior year and exceeding net earnings. For third quarter 2026, Danaher anticipates non-GAAP core revenue growth of 2.0%–3.0%; for full year 2026 it expects 3.0%–4.0% growth and raised its adjusted diluted EPS guidance to $8.45–$8.60 from $8.35–$8.55. The company completed its Masimo acquisition earlier than anticipated and, through Leica Biosystems, plans to acquire StatLab, a histology products business with approximately $250 million of 2025 revenue that is expected to grow at a high-single-digit core rate and be accretive to adjusted EPS in the first full year after a targeted 2026 close.