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[Form 4] MASIMO CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Politan Capital’s fund restructured its Masimo exposure through the termination of two forward sale contracts. A Cayman Islands fund managed by Politan had agreed to deliver 142,681 and 130,869 MASI common shares under March 11 and March 12, 2026 forward contracts.

In return for entering these contracts, the fund previously received upfront payments of $24,802,095.85 and $22,749,606, based on a trade price of $175.48 per share. Following a merger, both contracts terminated on June 10, 2026, and the fund paid the counterparty $25,682,580.00 and $23,556,420.00, calculated at $180.00 per share. The filing is made jointly by several Politan entities and Quentin Koffey, who may be deemed beneficial owners but each disclaims beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, Koffey Quentin
Role null | null | null | null
Type Security Shares Price Value
Other Forward Sale Contract (obligation to sell) 142,681 $0.00 --
Other Forward Sale Contract (obligation to sell) 130,869 $0.00 --
Holdings After Transaction: Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See footnotes)
Footnotes (1)
  1. On June 10, 2026, the March 11 Forward Contract (defined below) terminated in accordance with its terms. On March 11, 2026, Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund"), entered into a forward sale contract (the "March 11 Forward Contract") with a financial institution (the "Counterparty"). The March 11 Forward Contract obligated Politan Master Fund to deliver 142,681 common shares of MASI on the maturity date, August 12, 2026, subject to customary adjustments. Pursuant to the terms of the March 11 Forward Contract, the maturity date of the March 11 Forward Contract could have been extended one month to September 12, 2026, at the election of Politan Master Fund. (continued from footnote 1) In exchange for entering into the March 11 Forward Contract, Politan Master Fund received an upfront payment of $24,802,095.85 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger (defined below), pursuant to the terms of the March 11 Forward Contract, the March 11 Forward Contract terminated and Politan Master Fund paid the Counterparty $25,682,580.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 11 Forward Contract. In addition to Politan Capital Management LP, a Delaware limited partnership ("Politan"), this Form 4 is being filed jointly by Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (together with Politan, Politan Management and Politan GP, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Master Fund (collectively with Politan Offshore and Politan LP, the "Politan Funds"). Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Koffey was a member of the board of directors of the Issuer of the Subject Securities, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. On June 10, 2026, the March 12 Forward Contract (defined below) terminated in accordance with its terms. On March 12, 2026, Politan Master Fund, entered into a forward sale contract (the "March 12 Forward Contract") with the Counterparty. The March 12 Forward Contract obligated Politan Master Fund to deliver 130,869 common shares of MASI on the maturity date, August 13, 2026, subject to customary adjustments. Pursuant to the terms of the March 12 Forward Contract, the maturity date of the March 12 Forward Contract could have been extended one month to September 13, 2026, at the election of Politan Master Fund. (continued from footnote 8) In exchange for entering into the March 12 Forward Contract, Politan Master Fund received an upfront payment of $22,749,606 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger, pursuant to the terms of the March 12 Forward Contract, the March 12 Forward Contract terminated and Politan Master Fund paid the Counterparty $23,556,420.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 12 Forward Contract.
Forward contract shares (March 11) 142,681 shares Obligation to deliver MASI common stock under March 11 forward
Forward contract shares (March 12) 130,869 shares Obligation to deliver MASI common stock under March 12 forward
Upfront payment March 11 contract $24,802,095.85 Received on or around March 11, 2026 trade date at $175.48/share
Upfront payment March 12 contract $22,749,606 Received on or around March 12, 2026 trade date at $175.48/share
Termination payment March 11 $25,682,580.00 Paid after merger upon termination at $180.00/share
Termination payment March 12 $23,556,420.00 Paid after merger upon termination at $180.00/share
Initial trade price $175.48/share Basis for upfront payments on both forward contracts
Termination price $180.00/share Basis for termination payments after merger under both contracts
forward sale contract financial
"entered into a forward sale contract (the "March 11 Forward Contract") with a financial institution"
beneficial owner financial
"may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a)"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein"
Rule 16a-1(a) regulatory
"for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934"
directors by deputization regulatory
"each of the other Reporting Persons may be directors by deputization for purposes of Section 16"
other acquisition or disposition financial
"transaction_code_description": "Other acquisition or disposition""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Politan Capital Management LP
(Last)(First)(Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP [ MASI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Director by deputization
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward Sale Contract (obligation to sell)(1)(2)06/10/2026J/K(1)(2)142,681(1)(2) (1)(2) (1)(2)Common Stock142,681(1)(2)0ISee footnotes(3)(4)(5)(6)(7)
Forward Sale Contract (obligation to sell)(8)(9)06/10/2026J/K(8)(9)130,869(8)(9) (8)(9) (8)(9)Common Stock130,869(8)(9)0ISee footnotes(3)(4)(5)(6)(7)
1. Name and Address of Reporting Person*
Politan Capital Management LP
(Last)(First)(Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Politan Capital Management GP LLC
(Last)(First)(Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Politan Capital Partners GP LLC
(Last)(First)(Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Koffey Quentin
(Last)(First)(Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Director by deputization
Explanation of Responses:
1. On June 10, 2026, the March 11 Forward Contract (defined below) terminated in accordance with its terms. On March 11, 2026, Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund"), entered into a forward sale contract (the "March 11 Forward Contract") with a financial institution (the "Counterparty"). The March 11 Forward Contract obligated Politan Master Fund to deliver 142,681 common shares of MASI on the maturity date, August 12, 2026, subject to customary adjustments. Pursuant to the terms of the March 11 Forward Contract, the maturity date of the March 11 Forward Contract could have been extended one month to September 12, 2026, at the election of Politan Master Fund.
2. (continued from footnote 1) In exchange for entering into the March 11 Forward Contract, Politan Master Fund received an upfront payment of $24,802,095.85 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger (defined below), pursuant to the terms of the March 11 Forward Contract, the March 11 Forward Contract terminated and Politan Master Fund paid the Counterparty $25,682,580.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 11 Forward Contract.
3. In addition to Politan Capital Management LP, a Delaware limited partnership ("Politan"), this Form 4 is being filed jointly by Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (together with Politan, Politan Management and Politan GP, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
4. Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Master Fund (collectively with Politan Offshore and Politan LP, the "Politan Funds").
5. Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934.
6. By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
7. Mr. Koffey was a member of the board of directors of the Issuer of the Subject Securities, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
8. On June 10, 2026, the March 12 Forward Contract (defined below) terminated in accordance with its terms. On March 12, 2026, Politan Master Fund, entered into a forward sale contract (the "March 12 Forward Contract") with the Counterparty. The March 12 Forward Contract obligated Politan Master Fund to deliver 130,869 common shares of MASI on the maturity date, August 13, 2026, subject to customary adjustments. Pursuant to the terms of the March 12 Forward Contract, the maturity date of the March 12 Forward Contract could have been extended one month to September 13, 2026, at the election of Politan Master Fund.
9. (continued from footnote 8) In exchange for entering into the March 12 Forward Contract, Politan Master Fund received an upfront payment of $22,749,606 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger, pursuant to the terms of the March 12 Forward Contract, the March 12 Forward Contract terminated and Politan Master Fund paid the Counterparty $23,556,420.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 12 Forward Contract.
Remarks:
On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 16, 2026, by and among MASI, Danaher Corporation ("Parent") and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the MASI (the "Merger"), with MASI continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each common share of MASI issued and outstanding immediately prior to the effective time (other than certain excluded and dissenting shares) was canceled and converted into the right to receive $180.00 in cash, without interest.
Politan Capital Management LP By: Politan Capital Management GP LLC, its General Partner /s/ Quentin Koffey, Managing Member06/12/2026
Politan Capital Management GP LLC /s/ Quentin Koffey, Managing Member06/12/2026
Politan Capital Partners GP LLC /s/ Quentin Koffey, Managing Member06/12/2026
/s/ Quentin Koffey06/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR