Masimo (MASI) director’s shares and RSUs cashed out in Danaher merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Masimo Corporation’s merger with Danaher Corporation closed on June 10, 2026, triggering a cash-out of director Michelle Brennan’s equity. She disposed of 9,309 shares of common stock to the issuer at $180.00 per share in connection with the merger terms, rather than through an open-market sale.
At the effective time of the merger, her 1,119 restricted stock units were canceled and converted into the right to receive the same $180.00 per share cash consideration. Following these issuer-related dispositions, the filing shows zero shares and zero RSUs remaining in this account.
Positive
- None.
Negative
- None.
Insights
Director’s Masimo equity is cashed out in Danaher’s all-cash merger.
The filing shows that Masimo completed its merger with Danaher, where a Danaher subsidiary merged into Masimo, making Masimo a wholly owned subsidiary. Each Masimo common share converted into the right to receive $180.00 in cash at the merger’s effective time.
Director Michelle Brennan disposed of 9,309 common shares and 1,119 restricted stock units to the issuer as part of this transaction, not via market trading. All her reported equity was canceled in exchange for the cash consideration, leaving no remaining holdings in this Form 4. The economic impact for shareholders depends on how $180.00 compares with their own cost basis and expectations.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Brennan Michelle
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,119 | $0.00 | -- |
| Disposition | Common Stock | 9,309 | $180.00 | $1.68M |
Holdings After Transaction:
Restricted Stock Units — 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") held by the Issuer's non-employee directors was canceled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration. Represents the unvested portion of RSUs granted on April 23, 2026, which award of RSUs was to vest on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders following the date of grant.
Key Figures
Common shares disposed: 9,309 shares
Per share merger consideration: $180.00 per share
RSUs canceled: 1,119 RSUs
+4 more
7 metrics
Common shares disposed
9,309 shares
Disposition to issuer on June 10, 2026
Per share merger consideration
$180.00 per share
Cash paid for each Masimo common share at merger
RSUs canceled
1,119 RSUs
Non-employee director RSUs converted to cash at merger
Common shares after transaction
0 shares
Total shares following disposition for this reporting person
RSUs after transaction
0 RSUs
Total RSUs following merger-related cancellation
Transaction code
D (Disposition to issuer)
Code for both common stock and RSU entries
Dispose transactions
2 transactions
Both recorded as issuer dispositions on Form 4
Key Terms
Agreement and Plan of Merger, Per Share Merger Consideration, restricted stock units, dissenting shares, +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.
restricted stock units financial
"each of the Issuer's restricted stock units ("RSUs") held by the Issuer's non-employee directors was canceled..."
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.
wholly owned subsidiary financial
"the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger")."
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.
FAQ
What insider transaction did Masimo (MASI) director Michelle Brennan report?
Michelle Brennan reported disposing of 9,309 shares of Masimo common stock and 1,119 restricted stock units. These were issuer-related dispositions tied to the closing of Masimo’s merger with Danaher, not open-market trades, and resulted in her reported holdings dropping to zero.
How were Masimo (MASI) restricted stock units treated in the merger with Danaher?
Each Masimo restricted stock unit held by non-employee directors was canceled at the merger’s effective time and converted into the right to receive cash equal to the $180.00 per share merger consideration, mirroring the treatment of common stock for those RSU-equivalent shares.
Does this Masimo (MASI) Form 4 show open-market buying or selling?
No, the Form 4 reflects dispositions to the issuer tied to a completed merger. The transactions are coded as “D” for issuer disposition, indicating merger-related cancellation and cash-out, rather than voluntary open-market purchases or sales by the reporting director.
What is the Agreement and Plan of Merger mentioned for Masimo (MASI)?
The Agreement and Plan of Merger, dated February 16, 2026, is the contract among Masimo, Danaher, and a Danaher merger subsidiary. It provided for the subsidiary to merge into Masimo, leaving Masimo as a wholly owned Danaher subsidiary and establishing the $180.00 cash consideration per share.