Masimo (MASI) CEO awards canceled, paid $180 per share in Danaher deal

Rhea-AI Filing Summary

MASIMO CORP reports that its merger with Danaher closed on June 10, 2026, with Masimo becoming a wholly owned subsidiary of Danaher. Each share of Masimo common stock was canceled and converted into the right to receive $180.00 per share in cash at the effective time of the merger.

Chief Executive Officer Catherine M. Szyman reported dispositions to the issuer of 7,605 shares of common stock and multiple equity awards, all coded as issuer dispositions rather than market sales. Unvested restricted stock units were assumed by Danaher and converted into Danaher RSUs using the $180.00 merger price and a Danaher volume-weighted average price of $183.33. Outstanding stock options and performance-based RSUs were canceled and converted into cash based on the $180.00 merger consideration, leaving Szyman with no remaining Masimo equity holdings in this filing.

Insights

Equity compensation and M&A analyst

CEO equity awards were cashed out or converted as part of Masimo’s sale to Danaher.

The filing shows Masimo’s CEO having all visible Masimo equity positions either canceled for cash or converted into Danaher equity when the merger closed at $180.00 per share. These are issuer dispositions tied to the deal terms, not open-market trading.

Unvested RSUs move into Danaher stock, while options and PSUs receive cash based on the merger price and each award’s strike or target. For investors, this mainly confirms how executive equity was treated at closing; the economic impact was largely embedded when the cash merger price of $180.00 per share was agreed on February 16, 2026.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Szyman Catherine M.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	22,283	$0.00	--
Disposition	Restricted Stock Units	6,306	$0.00	--
Disposition	Restricted Stock Units	39,904	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	18,617	$13.48	$251K
Disposition	Performance-Based Restricted Stock Unit	49,243	$180.00	$8.86M
Disposition	Common Stock	7,605	$180.00	$1.37M

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 (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 February 12, 2025, which award of RSUs was to vest ratably over three years. Represents the unvested portion of RSUs granted on March 11, 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 March 11, 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 Common shares disposed: 7,605 shares Performance-based RSUs canceled: 49,243 units +5 more

8 metrics

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

Common shares disposed 7,605 shares Masimo common stock reported as issuer disposition by CEO

Performance-based RSUs canceled 49,243 units PSUs converted into right to receive $180.00 per underlying share

RSUs canceled (grant Feb 12, 2025) 39,904 units Unvested RSUs converted to Danaher RSUs under merger terms

RSUs canceled (grant Mar 11, 2025) 6,306 units Unvested RSUs converted to Danaher RSUs

RSUs canceled (grant Mar 6, 2026) 22,283 units Unvested RSUs converted to Danaher RSUs

Stock options canceled 18,617 options Non-qualified options with $166.52 exercise price converted to cash

Danaher VWAP reference price $183.33 per share Ten-day volume-weighted average used to convert Masimo RSUs into Danaher RSUs

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

"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"

restricted stock units ("RSUs") financial

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

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") ... were canceled"

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"

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.

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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^*

Szyman Catherine M.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		7,605	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			22,283	(1)(3)(4)	(1)(3)(4)	Common Stock	22,283	(3)	0	D
Restricted Stock Units	(5)	06/10/2026		D			6,306	(1)(3)(5)	(1)(3)(5)	Common Stock	6,306	(3)	0	D
Restricted Stock Units	(6)	06/10/2026		D			39,904	(1)(3)(6)	(1)(3)(6)	Common Stock	39,904	(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$166.52	06/10/2026		D			18,617	(1)(7)	(1)(7)	Common Stock	18,617	$13.48(7)	0	D
Performance-Based Restricted Stock Unit	(9)	06/10/2026		D			49,243	(1)(8)(9)	(1)(8)(9)	Common Stock	49,243	$180(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 February 12, 2025, which award of RSUs was to vest ratably over three years.

5. Represents the unvested portion of RSUs granted on March 11, 2025, which award of RSUs was to vest ratably over four years.

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

7. 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.

8. 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.

9. Represents the PSUs granted on March 11, 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 did the Masimo (MASI) Form 4 disclose about the Danaher merger?

The Form 4 shows the Danaher merger closing, with Masimo becoming a wholly owned Danaher subsidiary. Each Masimo common share was canceled and converted into the right to receive $180.00 in cash per share at the effective time of the merger.

How were Masimo (MASI) common shareholders compensated in the merger?

Each issued and outstanding Masimo common share, other than excluded and dissenting shares, was canceled at closing and converted into the right to receive $180.00 per share in cash, without interest, as the defined Per Share Merger Consideration under the merger agreement.

What happened to Masimo (MASI) RSUs held by the CEO in the merger?

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

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

Each outstanding Masimo stock option was canceled at closing and converted into a cash right. For each option share, the holder receives the excess of the $180.00 Per Share Merger Consideration over the option’s exercise price, less any applicable tax withholding.

What happened to Masimo (MASI) performance-based RSUs (PSUs) in the merger?

Each outstanding Masimo performance-based restricted stock unit was canceled at the effective time and converted into a cash right. Holders receive $180.00 in cash for each underlying share, determined at target performance, subject to applicable tax withholding.

Does the Masimo (MASI) CEO retain any Masimo equity after the merger?

The Form 4 shows dispositions of Masimo common shares, options, RSUs, and PSUs coded as issuer dispositions. After these transactions, the reported total shares following each transaction is zero, indicating no remaining Masimo equity holdings in this filing.