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Masimo Corp (MASI) COO gets RSU acceleration after consumer audio sale

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Masimo Corp reported that COO, Consumer Division Blair Tripodi converted 15,000 restricted stock units, granted March 1, 2024, into common stock on September 23, 2025. In connection with his resignation for good reason following the sale of Masimo’s consumer audio business, all remaining unvested RSUs fully accelerated. Of the shares issued, 8,078 were withheld to satisfy tax obligations, and Tripodi now directly holds 13,818 shares of Masimo common stock.

Positive

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Negative

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Insights

TL;DR: Officer resignation triggered full acceleration of unvested RSUs tied to a divestiture; this is a material insider change for governance disclosure.

The Form 4 documents a compensation-related acceleration and an officer departure linked to the sale of Masimo's consumer audio business. The grant date for the RSUs was March 1, 2024, and 15,000 units vested/settled on 09/23/2025 with 8,078 shares withheld for taxes. Such accelerations are standard when separation-for-good-reason provisions apply, but they alter executive ownership and should be noted by governance stakeholders monitoring executive retention terms and post-transaction transitions.

TL;DR: Insider received 15,000 shares on vesting and had 8,078 shares withheld for taxes; the event follows a divestiture and officer resignation.

The filing shows an effective settlement of RSUs using the prior-day stock price of $142.13. After the transactions reported for 09/23/2025, the insider’s beneficial ownership is shown as 21,896 shares (and 13,818 on the other line), reflecting the net effect of settlement and tax withholding. This is a disclosure of insider compensation settlement and change in executive status rather than an operational or earnings disclosure.

Insider Tripodi Blair
Role COO, Consumer Division
Type Security Shares Price Value
Exercise Restricted Stock Units 15,000 $0.00 $0.00
Exercise Common Stock 15,000 $142.13 $2.13M
Exercise Price or Tax Liability Common Stock 8,078 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 13,818 shares (Direct)
Footnotes (5)
  1. F1. The transaction was completed prior to the market open on September 23, 2025, and the Company used the stock price from prior day for the restricted stock unit settlement and related payroll tax purposes.
  2. F2. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of certain restricted stock units.
  3. F3. Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of the Issuer upon vesting of the RSU.
  4. F4. These restricted stock units were granted on March 1, 2024.
  5. F5. On September 23, 2025, in connection with the Company's sale of its consumer audio business, Mr. Tripodi resigned from the Company for good reason, as defined in the Restricted Stock Unit Award Agreement applicable to this grant, resulting in the full acceleration of the remaining unvested restricted stock units.
RSUs converted 15,000 units Restricted stock units converted to common stock on September 23, 2025
Underlying common shares 15,000 shares Each RSU represented one share of Masimo common stock upon vesting
Tax withholding shares 8,078 shares Shares withheld by the issuer to satisfy tax withholding obligations
Settlement price $142.13 per share Prior day’s stock price used for RSU settlement and payroll tax purposes
Post-transaction holdings 13,818 shares Direct Masimo common stock held by Blair Tripodi after the reported transactions
RSU grant date March 1, 2024 Date the restricted stock units reported in this filing were granted
Acceleration and resignation date September 23, 2025 Date of resignation for good reason and full acceleration of remaining unvested RSUs
Restricted Stock Units financial
"Each restricted stock unit (RSU) represents the contingent right to receive one share"
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.
tax withholding obligations financial
"These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations"
for good reason regulatory
"Mr. Tripodi resigned from the Company for good reason, as defined in the Award Agreement"
Restricted Stock Unit Award Agreement regulatory
"as defined in the Restricted Stock Unit Award Agreement applicable to this grant"
A restricted stock unit (RSU) award agreement is a formal promise from a company that an employee or contractor will receive company shares (or cash equal to their value) after meeting certain conditions, such as staying with the company for a set time or hitting performance targets. Investors care because RSUs can dilute existing shares when converted, reveal how management is paid and incentivized, and signal future share issuance that can affect earnings and stock value.
contingent right financial
"Each restricted stock unit (RSU) represents the contingent right to receive one share"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Masimo (MASI) COO Blair Tripodi report in this Form 4?
Blair Tripodi reported the conversion of 15,000 restricted stock units into Masimo common stock on September 23, 2025. The filing also shows 8,078 shares withheld for taxes and a post-transaction direct holding of 13,818 shares.

How many Masimo (MASI) RSUs vested and converted for Blair Tripodi?
Tripodi had 15,000 restricted stock units, each representing one share of common stock, vest and convert on September 23, 2025. These RSUs were originally granted on March 1, 2024, and fully accelerated upon his resignation for good reason.

How many Masimo (MASI) shares were withheld for Blair Tripodi’s taxes?
The issuer withheld 8,078 shares of Masimo common stock to satisfy tax withholding obligations related to the RSU vesting. These withheld shares represent a tax-withholding disposition, not an open-market sale.

What is Blair Tripodi’s Masimo (MASI) shareholding after these transactions?
Following the RSU conversion and tax withholding, Blair Tripodi directly holds 13,818 shares of Masimo common stock. This figure reflects his post-transaction position reported in the filing’s holdings data.

What triggered the acceleration of Blair Tripodi’s Masimo (MASI) RSUs?
On September 23, 2025, Masimo’s sale of its consumer audio business led Tripodi to resign for good reason under his RSU Award Agreement. That resignation fully accelerated his remaining unvested restricted stock units, causing them to vest immediately.

What price did Masimo (MASI) use for Blair Tripodi’s RSU settlement?
For the September 23, 2025 RSU settlement, Masimo used the prior day’s stock price, recorded in the filing at $142.13 per share, to determine the value for RSU settlement and related payroll tax calculations.
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
X
 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*
Tripodi Blair
(Last) (First) (Middle)
C/O MASIMO CORPORATION
52 DISCOVERY
(Street)
IRVINE CA 92618
(City) (State) (Zip)
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)
COO, Consumer Division
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025
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
Common Stock 09/23/2025 M 15,000 A $142.13(1) 21,896 D
Common Stock 09/23/2025 F 8,078(2) D $0 13,818 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 09/23/2025 M 15,000 (4) (4) Common Stock 15,000(5) $0 0 D
Explanation of Responses:
1. The transaction was completed prior to the market open on September 23, 2025, and the Company used the stock price from prior day for the restricted stock unit settlement and related payroll tax purposes.
2. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of certain restricted stock units.
3. Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of the Issuer upon vesting of the RSU.
4. These restricted stock units were granted on March 1, 2024.
5. On September 23, 2025, in connection with the Company's sale of its consumer audio business, Mr. Tripodi resigned from the Company for good reason, as defined in the Restricted Stock Unit Award Agreement applicable to this grant, resulting in the full acceleration of the remaining unvested restricted stock units.
Remarks:
/s/ Micah W. Young, Attorney-In-Fact 09/25/2025
** 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.

Source: View Original Filing on SEC EDGAR