Masimo (MASI) CHRO equity canceled, cashed out and rolled into Danaher

Rhea-AI Filing Summary

MASIMO CORP’s Chief Human Resources Officer, Elisabeth A. Hellmann, reported the automatic disposition of her company equity in connection with Masimo’s merger with Danaher. On June 10, 2026, Masimo became a wholly owned subsidiary of Danaher after Mobius Merger Sub merged into Masimo.

At the merger’s effective time, each share of Masimo common stock was canceled and converted into the right to receive $180.00 in cash per share, without interest. Hellmann’s unvested restricted stock units were assumed by Danaher and converted into Danaher RSUs based on a ratio using the $180.00 per share merger consideration and Danaher’s $183.33 volume‑weighted average price.

Outstanding Masimo stock options were canceled and converted into a cash right equal to the excess of $180.00 over the option exercise price, per underlying share, less taxes. Performance-based restricted stock units were canceled and converted into the right to receive $180.00 in cash per underlying share, less taxes. Following these transactions, the Form 4 shows Hellmann with no remaining Masimo equity holdings.

Insights

Equity compensation and M&A specialist

Form 4 shows standard equity rollout for Masimo’s CHRO in the Danaher acquisition.

This filing details how Elisabeth A. Hellmann’s Masimo equity awards were treated when Masimo was acquired by Danaher. Common shares were converted into a cash right at $180.00 per share, consistent with the merger consideration paid to shareholders.

Her unvested RSUs were rolled into Danaher RSUs using a ratio based on the $180.00 merger price and Danaher’s $183.33 volume‑weighted average share price over the ten trading days ending on June 10, 2026. Stock options and PSUs were canceled and converted into cash-settled rights based on the same $180.00 value.

All transactions are coded as dispositions to issuer and appear mechanistic, driven by the merger agreement’s terms rather than discretionary trading decisions. The filing shows zero remaining Masimo equity for Hellmann, with future upside exposure, if any, moving into Danaher equity per the RSU conversion mechanics.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Hellmann Elisabeth A

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,005	$0.00	--
Disposition	Restricted Stock Units	5,985	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	2,873	$30.76	$88K
Disposition	Performance-Based Restricted Stock Unit	4,020	$180.00	$724K
Disposition	Common Stock	214	$180.00	$39K

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); Common Stock — 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 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 the (b) 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 April 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 April 21, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.

Key Figures

Per Share Merger Consideration: $180.00 per share Danaher VWAP: $183.33 per share Common stock disposed: 214 shares +4 more

7 metrics

Per Share Merger Consideration $180.00 per share Cash paid for each Masimo common share at merger effective time

Danaher VWAP $183.33 per share Volume-weighted average trading price over ten days ending June 10, 2026

Common stock disposed 214 shares Masimo common stock reported as disposition to issuer

PSUs canceled 4,020 units Performance-based restricted stock units converted to $180.00 cash per underlying share

Options canceled 2,873 options Non-qualified stock options with $149.24 exercise price per share canceled for cash

RSUs from 2025 grant 5,985 units Unvested RSUs from April 21, 2025 grant, to vest over four years

RSUs from 2026 grant 1,005 units Unvested RSUs from March 6, 2026 grant, to vest over four years

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs"), +2 more

6 terms

Agreement and Plan of Merger regulatory

"On June 10, 2026, 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.

Per Share Merger Consideration financial

"converted into the right to receive an amount in cash equal to $180.00 per share... (the "Per Share Merger Consideration")."

restricted stock units ("RSUs") financial

"each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors)..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance-based restricted stock units ("PSUs") financial

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

volume-weighted average trading price financial

"divided by the (b) volume-weighted average trading price per share of Parent's common stock..."

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.

Disposition to issuer regulatory

"transaction_code_description": "Disposition to issuer""

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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^*

Hellmann Elisabeth A

(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 Human Resources 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
Common Stock	06/10/2026		D		214	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	06/10/2026		D			1,005	(1)(3)(4)	(1)(3)(4)	Common Stock	1,005	(3)	0	D
Restricted Stock Units	(5)	06/10/2026		D			5,985	(1)(3)(5)	(1)(3)(5)	Common Stock	5,985	(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$149.24	06/10/2026		D			2,873	(1)(6)	(1)(6)	Common Stock	2,873	$30.76(6)	0	D
Performance-Based Restricted Stock Unit	(8)	06/10/2026		D			4,020	(1)(7)(8)	(1)(7)(8)	Common Stock	4,020	$180(7)	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 the (b) 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 April 21, 2025, which award of RSUs was to vest ratably over four years.

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

6. 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.

7. 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.

8. Represents the PSUs granted on April 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

How did the Masimo (MASI) merger with Danaher affect common shareholders?

Masimo common shareholders became entitled to cash at $180.00 per share. Each issued and outstanding share was canceled and converted into this cash right at the merger’s effective time, excluding certain specified and dissenting shares.

What happened to MASI Chief HR Officer Elisabeth Hellmann’s Masimo common stock and awards?

Her Masimo common stock, options, RSUs, and PSUs were all disposed in connection with the merger. The Form 4 shows these awards canceled or converted into cash or Danaher equity, leaving no remaining Masimo equity holdings reported for her.

How were Masimo (MASI) restricted stock units treated in the Danaher transaction?

Most Masimo RSUs were assumed by Danaher and converted into Danaher RSUs. The number of new RSUs was based on the $180.00 per-share merger consideration divided by Danaher’s $183.33 volume‑weighted average price over ten trading days.

What happened to MASI stock options held at the time of the merger?

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

How were Masimo (MASI) performance-based RSUs (PSUs) handled in the merger?

Masimo performance-based RSUs outstanding at the merger’s effective time, determined at target performance, were canceled and converted into a right to receive $180.00 in cash per underlying share, without interest and subject to applicable tax withholding.

Does this Masimo (MASI) Form 4 indicate an open-market sale by the CHRO?

No. The transactions are coded as dispositions to the issuer and stem from merger mechanics. Equity awards and shares were canceled or converted under the merger agreement, rather than being sold on the open market by the executive.