Masimo (MASI) CCO reports merger-driven cancellation and conversion of equity awards

Rhea-AI Filing Summary

Masimo Corporation’s Chief Commercial Officer Greg Allen Meehan reported the merger-driven disposition of his equity awards in connection with Danaher’s acquisition of Masimo. On June 10, 2026, when Mobius Merger Sub merged into Masimo, the company became a wholly owned subsidiary of Danaher.

At the merger’s effective time, Masimo restricted stock units were assumed by Danaher and converted into Danaher RSUs based on the ratio of the $180.00 per-share merger consideration to Danaher’s $183.33 ten-day volume-weighted average price. Outstanding Masimo stock options were canceled and converted into cash equal to the excess of $180.00 over the option exercise price per share, less taxes. Performance-based restricted stock units were canceled and converted into the right to receive $180.00 in cash per underlying share, before tax withholding.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Meehan Greg Allen

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,933	$0.00	--
Disposition	Restricted Stock Units	8,550	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	4,306	$24.87	$107K
Disposition	Performance-Based Restricted Stock Unit	5,801	$180.00	$1.04M

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

Footnotes (1)

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 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 the Issuer's common stock, par value $0.001 per share (the "Common Stock") underlying such RSU multiplied by the quotient of (a) $180.00 per share, without interest (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 July 21, 2025, which award of RSUs was to vest ratably over four 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. On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding. Represents the PSUs granted on July 21, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.

Key Figures

PSU shares disposed: 5,801 units Stock options disposed: 4,306 options RSUs disposed (grant 1): 8,550 units +4 more

7 metrics

PSU shares disposed 5,801 units Performance-based RSUs canceled and converted at $180.00 per share

Stock options disposed 4,306 options Non-qualified stock options canceled in merger

RSUs disposed (grant 1) 8,550 units Unvested RSUs from July 21, 2025 grant

RSUs disposed (grant 2) 1,933 units Unvested RSUs from March 6, 2026 grant

Per Share Merger Consideration $180.00 per share Cash consideration for each Masimo common share

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

Option exercise price example $155.13 per share Exercise price for reported non-qualified stock options

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, volume-weighted average trading price, Non-Qualified Stock Option, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation..."

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.

Per Share Merger Consideration financial

"the quotient of (a) $180.00 per share, without interest (the "Per Share Merger Consideration"), divided by..."

volume-weighted average trading price financial

"the 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.

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.

performance-based restricted stock units financial

"each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior..."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Meehan Greg Allen

(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)
	Chief Commercial Officer

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	06/10/2026		D			1,933	(1)(2)(3)	(1)(2)(3)	Common Stock	1,933	(2)	0	D
Restricted Stock Units	(4)	06/10/2026		D			8,550	(1)(2)(4)	(1)(2)(4)	Common Stock	8,550	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$155.13	06/10/2026		D			4,306	(1)(5)	(1)(5)	Common Stock	4,306	$24.87(5)	0	D
Performance-Based Restricted Stock Unit	(7)	06/10/2026		D			5,801	(1)(6)(7)	(1)(6)(7)	Common Stock	5,801	$180(6)	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 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 the Issuer's common stock, par value $0.001 per share (the "Common Stock") underlying such RSU multiplied by the quotient of (a) $180.00 per share, without interest (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).

3. Represents the unvested portion of RSUs granted on July 21, 2025, which award of RSUs was to vest ratably over four years.

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

5. 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.

6. On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding.

7. Represents the PSUs granted on July 21, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.

	/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)

FAQ

What insider transaction did Masimo (MASI) disclose for Greg Allen Meehan?

Masimo disclosed that Chief Commercial Officer Greg Allen Meehan disposed of performance-based restricted stock units, restricted stock units, and stock options as part of Danaher’s acquisition. The awards were canceled or converted into Danaher equity or cash at the merger’s effective time.

How were Masimo performance-based RSUs treated in the Danaher merger?

Masimo performance-based restricted stock units were canceled at the merger effective time and converted into the right to receive $180.00 in cash for each underlying share, without interest and subject to tax withholding, based on target performance levels specified in the original PSU awards.

What happened to Masimo stock options held by the executive in this Form 4?

Each outstanding Masimo stock option was canceled and converted into a cash right. For every share covered, the holder receives the excess of the $180.00 merger consideration over the option’s exercise price per share, less any applicable tax withholding.

How were Masimo restricted stock units converted into Danaher equity?

At the merger effective time, most Masimo restricted stock units were assumed by Danaher and converted into Danaher RSUs. The number of Danaher RSUs equals the Masimo RSU share count multiplied by $180.00 divided by Danaher’s $183.33 ten-day volume-weighted average price.

Does this Masimo (MASI) Form 4 involve open-market share sales or purchases?

The Form 4 reflects dispositions to the issuer and merger-related cancellations or conversions, not open-market trading. The reported transactions involve equity awards being converted into Danaher equity or cash as part of the merger process, rather than discretionary market buys or sells.

What merger agreement underlies the equity award changes reported by Masimo?

The changes arise from an Agreement and Plan of Merger dated February 16, 2026, among Masimo, Danaher, and Mobius Merger Sub. On June 10, 2026, Mobius Merger Sub merged into Masimo, which continued as a wholly owned Danaher subsidiary.