Masimo (MASI) EVP equity cashed out and converted in Danaher merger

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Masimo Corporation executive Anand Sampath reported the disposition of all his Masimo equity in connection with the company’s merger into Danaher. On June 10, 2026, 33,901 shares of Masimo common stock were canceled and converted into the right to receive $180.00 per share in cash at the merger’s effective time.

On the same date, all of Sampath’s outstanding stock options were canceled and converted into cash equal to any excess of the $180.00 per-share merger consideration over each option’s exercise price. His restricted stock units were assumed by Danaher and converted into Danaher RSUs based on the $180.00 consideration and a $183.33 volume-weighted average Danaher share price. Following these transactions, he no longer holds Masimo common shares, options, or Masimo RSUs.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Sampath Anand

Role EVP, Operations

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,820	$0.00	--
Disposition	Restricted Stock Units	5,158	$0.00	--
Disposition	Restricted Stock Units	4,828	$0.00	--
Disposition	Restricted Stock Units	6,840	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	10,000	$89.13	$891K
Disposition	Non-Qualified Stock Option (Right to Buy)	10,000	$93.05	$931K
Disposition	Non-Qualified Stock Option (Right to Buy)	7,235	$46.50	$336K
Disposition	Non-Qualified Stock Option (Right to Buy)	4,422	$0.58	$3K
Disposition	Non-Qualified Stock Option (Right to Buy)	3,855	$22.47	$87K
Disposition	Common Stock	33,901	$180.00	$6.10M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Non-Qualified Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent"), and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). On June 10, 2026, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares) was canceled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration"). On June 10 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors) was assumed by Parent and converted into a number of RSUs of Parent equal to the product of the number of shares of Parent common stock equal to the number of shares of Common Stock underlying such RSU multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume-weighted average trading price per share of Parent's common stock for the ten trading day period ending on and including June 10, 2026 ($183.33). Represents the unvested portion of RSUs granted on March 8, 2023, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on November 16, 2023, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on March 13, 2025, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years. On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of Common Stock subject to such option, the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option, without interest and less any applicable tax withholding.

Key Figures

Common shares disposed: 33,901 shares Per-share merger cash: $180.00 per share Danaher VWAP reference: $183.33 per share +5 more

8 metrics

Common shares disposed 33,901 shares Masimo common stock canceled at merger effective time

Per-share merger cash $180.00 per share Cash consideration for each Masimo common share

Danaher VWAP reference $183.33 per share Ten-day volume-weighted average Danaher price for RSU conversion

Option tranche exercise price $157.53 per share Exercise price for one Non-Qualified Stock Option block

Option tranche exercise price $179.42 per share Exercise price for another Non-Qualified Stock Option block

RSUs converted (grant 2023-03-08) 6,840 units Unvested Masimo RSUs converted into Danaher RSUs

RSUs converted (grant 2023-11-16) 4,828 units Unvested Masimo RSUs converted into Danaher RSUs

RSUs converted (grant 2025-03-13) 5,158 units Unvested Masimo RSUs converted into Danaher RSUs

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, restricted stock units, Non-Qualified Stock Option, +2 more

6 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated February 16, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted stock units financial

"each of the Issuer's restricted stock units ("RSUs") ... was assumed by Parent"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Qualified Stock Option financial

"Non-Qualified Stock Option (Right to Buy)"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

volume-weighted average trading price financial

"volume-weighted average trading price per share of Parent's common stock for the ten trading day period"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

wholly owned subsidiary financial

"the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 04:34 PM

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^*

Sampath Anand

(Last)

(First)

(Middle)

C/O MASIMO CORPORATION

52 DISCOVERY

(Street)

IRVINE

CALIFORNIA

92618

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		D		33,901	D	$180⁽¹⁾⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/10/2026		D			1,820	⁽¹⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽³⁾⁽⁴⁾	Common Stock	1,820	⁽³⁾	0	D
Restricted Stock Units	⁽⁵⁾	06/10/2026		D			5,158	⁽¹⁾⁽³⁾⁽⁵⁾	⁽¹⁾⁽³⁾⁽⁵⁾	Common Stock	5,158	⁽³⁾	0	D
Restricted Stock Units	⁽⁶⁾	06/10/2026		D			4,828	⁽¹⁾⁽³⁾⁽⁶⁾	⁽¹⁾⁽³⁾⁽⁶⁾	Common Stock	4,828	⁽³⁾	0	D
Restricted Stock Units	⁽⁷⁾	06/10/2026		D			6,840	⁽¹⁾⁽³⁾⁽⁷⁾	⁽¹⁾⁽³⁾⁽⁷⁾	Common Stock	6,840	⁽³⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$90.87	06/10/2026		D			10,000	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Common Stock	10,000	$89.13⁽⁸⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$86.95	06/10/2026		D			10,000	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Common Stock	10,000	$93.05⁽⁸⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$133.5	06/10/2026		D			7,235	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Common Stock	7,235	$46.5⁽⁸⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$179.42	06/10/2026		D			4,422	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Common Stock	4,422	$0.58⁽⁸⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$157.53	06/10/2026		D			3,855	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Common Stock	3,855	$22.47⁽⁸⁾	0	D

Explanation of Responses:

1. On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent"), and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

2. On June 10, 2026, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares) was canceled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration").

3. On June 10 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors) was assumed by Parent and converted into a number of RSUs of Parent equal to the product of the number of shares of Parent common stock equal to the number of shares of Common Stock underlying such RSU multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume-weighted average trading price per share of Parent's common stock for the ten trading day period ending on and including June 10, 2026 ($183.33).

4. Represents the unvested portion of RSUs granted on March 8, 2023, which award of RSUs was to vest ratably over five years.

5. Represents the unvested portion of RSUs granted on November 16, 2023, which award of RSUs was to vest ratably over five years.

6. Represents the unvested portion of RSUs granted on March 13, 2025, which award of RSUs was to vest ratably over five years.

7. Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.

8. On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of Common Stock subject to such option, the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option, without interest and less any applicable tax withholding.

	/s/ Micah W. Young, Attorney-In-Fact	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Masimo (MASI) EVP Anand Sampath report?

Anand Sampath reported disposing of all Masimo equity interests on June 10, 2026. His 33,901 common shares were canceled and converted into the right to receive $180.00 per share in cash at the effective time of Masimo’s merger into Danaher.

How were Masimo (MASI) common shares treated in the Danaher merger?

Each issued and outstanding Masimo common share was canceled and converted into the right to receive $180.00 in cash per share, without interest. Certain excluded and dissenting shares were not included in this treatment under the merger agreement terms.

What happened to Masimo (MASI) restricted stock units in the merger?

Most Masimo restricted stock units were assumed by Danaher and converted into Danaher RSUs. The conversion used the $180.00 per-share merger consideration and a $183.33 volume-weighted average Danaher share price, excluding certain RSUs held by Masimo’s non-employee directors.

How were Masimo (MASI) stock options treated at the merger closing?

All outstanding Masimo stock options, vested or unvested, were canceled and converted into cash. Holders became entitled to the excess of the $180.00 merger consideration over each option’s exercise price per share, less any applicable tax withholding.

Does Masimo EVP Anand Sampath still own MASI shares after the merger?

Based on the Form 4 data, Sampath’s Masimo common share balance is shown as zero after June 10, 2026. His former Masimo equity interests were either cashed out or converted into rights tied to Danaher under the merger terms.

What merger transaction underlies this Masimo (MASI) Form 4 filing?

The filing relates to a merger where Mobius Merger Sub, a Danaher subsidiary, merged into Masimo. Masimo survived as a wholly owned subsidiary of Danaher, and shareholders received cash consideration of $180.00 per Masimo common share at closing.