Masimo (NASDAQ: MASI) files pro forma impact of audio business sale

Rhea-AI Filing Summary

Masimo Corporation filed an amendment to a prior current report to add unaudited pro forma financial information related to the completed sale of its consumer audio business to Harman International Industries. The amendment includes a pro forma condensed consolidated balance sheet as of June 28, 2025 and pro forma condensed consolidated statements of operations for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, along with related notes.

These pro forma statements show how Masimo’s historical financials would look after applying the disposition adjustments and other transaction adjustments tied to the divestiture, helping readers understand the ongoing profile of the company after exiting the consumer audio business.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 8-K/A

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2025

MASIMO CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________

DE

001-33642

33-0368882

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

52 Discovery

Irvine,

CA

92618

(Address of Principal Executive Offices)

(Zip Code)

(949)

297-7000

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

MASI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Explanatory Note

On September 23, 2025, Masimo Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing the completion of the sale of its consumer audio business to Harman International Industries, Incorporated.

This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Original Form 8-K to include certain pro forma financial information as an exhibit.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K and the documents incorporated by reference herein may contain “forward-looking” statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on our current expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements concerning plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to acquisitions and restructuring, business trends, statements regarding the merger and the expected timetable for completing the merger, are forward-looking statements. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “will,” “may,” “proposes,” “potential,” “could,” “should,” “outlook,” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances are forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this report.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 28, 2025,

•Unaudited Pro Forma Condensed Consolidated Statement of Operations for each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, and

•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company dated as of June 28, 2025, included in Exhibit 99.1, gives effect to the Disposition Adjustments and Other Transaction Adjustments described therein as if they had occurred or become effective on June 28, 2025. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, which are also included in Exhibit 99.1, give effect to the Disposition Adjustments and Other Transaction Adjustments as if they had occurred or become effective on January 2, 2022, the beginning of the earliest period presented.

(d) Exhibits

The following items are filed as exhibits to the Current Report on Form 8-K.

Exhibit  No.			Description
99.1			Unaudited Pro Forma Condensed Consolidated Financial Statements of Masimo
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MASIMO CORPORATION

Date: September 29, 2025

By:

/s/ MICAH YOUNG

Micah Young

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

FAQ

What did Masimo Corporation (MASI) change in this amended 8-K?

Masimo filed an amendment to a prior current report to add unaudited pro forma condensed consolidated financial statements reflecting the sale of its consumer audio business to Harman International Industries.

What pro forma financial statements did Masimo (MASI) provide?

Masimo included an unaudited pro forma condensed consolidated balance sheet as of June 28, 2025 and unaudited pro forma condensed consolidated statements of operations for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, plus related notes.

What transaction is reflected in Masimos pro forma financials?

The pro forma information reflects Masimos completed sale of its consumer audio business to Harman International Industries, Incorporated and related disposition and other transaction adjustments.

From what date are Masimos pro forma adjustments assumed to be effective?

For the pro forma balance sheet, the disposition and other transaction adjustments are assumed to have occurred on June 28, 2025, while for the pro forma statements of operations they are assumed effective as of January 2, 2022, the beginning of the earliest period presented.

Where in the Masimo (MASI) filing are the detailed pro forma financials?

The detailed unaudited pro forma condensed consolidated financial statements and notes are provided in Exhibit 99.1 to the current report amendment and are incorporated by reference.

Does Masimo include any cautionary language in this amended report?

Yes. The report includes forward-looking statements language, noting that statements about plans, strategies, future performance, financing needs, acquisitions, restructuring and merger timing involve risks and uncertainties that could cause actual results to differ materially.