Masimo (MASI) GC reports RSU disposals as Danaher merger converts awards

Q: What insider transaction did Masimo (MASI) report for Charles Dadswell?

Masimo reported that EVP and General Counsel Charles Dadswell disposed of two blocks of restricted stock units, covering 10,261 and 11,886 RSUs, on June 10, 2026 . Both were coded as dispositions to the issuer tied to unvested awards.

Q: How were Masimo (MASI) restricted stock units treated in the Danaher merger?

At the merger’s effective time, most Masimo RSUs were assumed by Danaher and converted into Danaher RSUs. The conversion used a value based on $180.00 per Masimo share and Danaher’s $183.33 volume‑weighted average trading price.

Q: What merger structure affected Masimo (MASI) executive equity awards?

Masimo completed a merger where Mobius Merger Sub, Inc. merged into Masimo, making Masimo a wholly owned subsidiary of Danaher Corporation . This corporate change triggered the assumption and conversion of most outstanding Masimo restricted stock units into Danaher RSUs.

Q: Which Masimo (MASI) RSU grants were involved in Charles Dadswell’s Form 4?

The filing notes unvested portions of RSUs granted on October 22, 2025 and March 6, 2026 . These awards were scheduled to vest ratably over four years and were affected by the merger‑related RSU conversion into Danaher equity.

Q: What pricing inputs were used to convert Masimo (MASI) RSUs into Danaher RSUs?

Conversion used a per‑share merger price of $180.00 for Masimo stock and Danaher’s $183.33 volume‑weighted average trading price over the ten trading days ending June 10, 2026 . These values determined the number of Danaher RSUs received.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Masimo Corporation's EVP and General Counsel, Charles Dadswell, reported two dispositions of restricted stock units on June 10, 2026, each coded as a disposition to the issuer. The transactions covered 10,261 and 11,886 Masimo RSUs, both tied to unvested awards granted in October 2025 and March 2026.

That same day, Masimo completed a merger in which Mobius Merger Sub was combined with Masimo, making Masimo a wholly owned subsidiary of Danaher Corporation. At the effective time of the merger, most Masimo RSUs were assumed by Danaher and converted into Danaher RSUs using a formula based on a $180.00 per-share merger price and a $183.33 volume‑weighted average trading price for Danaher stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dadswell Charles

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	11,886	$0.00	$0.00
Disposition	Restricted Stock Units	10,261	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct)

Footnotes (4)

F1. 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").
F2. 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 underlying such RSU multiplied by the quotient of (a) $180.00 per share, without interest, 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).
F3. Represents the unvested portion of RSUs granted on October 22, 2025, which award of RSUs was to vest ratably over four years.
F4. Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.

Key Figures

RSUs disposed (block 1): 10,261 RSUs RSUs disposed (block 2): 11,886 RSUs Merger consideration per Masimo share: $180.00 per share +2 more

5 metrics

RSUs disposed (block 1) 10,261 RSUs Restricted stock units tied to unvested October 22, 2025 grant

RSUs disposed (block 2) 11,886 RSUs Restricted stock units tied to unvested March 6, 2026 grant

Merger consideration per Masimo share $180.00 per share Cash value used in RSU conversion formula at merger effective time

Danaher VWAP reference price $183.33 per share Ten‑day volume‑weighted average trading price ending June 10, 2026

Derivative transactions count 2 transactions Both coded as disposition to issuer of restricted stock units

Key Terms

Agreement and Plan of Merger, restricted stock units, volume-weighted average trading price, wholly owned subsidiary

4 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.

restricted stock units financial

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

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.

volume-weighted average trading price financial

"divided by (b) the 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.

wholly owned subsidiary financial

"the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/12/2026 - 04:32 PM Accepted by SEC EDGAR 06/12/2026 - 04:31 PM

FAQ

What insider transaction did Masimo (MASI) report for Charles Dadswell?

Masimo reported that EVP and General Counsel Charles Dadswell disposed of two blocks of restricted stock units, covering 10,261 and 11,886 RSUs, on June 10, 2026. Both were coded as dispositions to the issuer tied to unvested awards.

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

At the merger’s effective time, most Masimo RSUs were assumed by Danaher and converted into Danaher RSUs. The conversion used a value based on $180.00 per Masimo share and Danaher’s $183.33 volume‑weighted average trading price.

What merger structure affected Masimo (MASI) executive equity awards?

Masimo completed a merger where Mobius Merger Sub, Inc. merged into Masimo, making Masimo a wholly owned subsidiary of Danaher Corporation. This corporate change triggered the assumption and conversion of most outstanding Masimo restricted stock units into Danaher RSUs.

Which Masimo (MASI) RSU grants were involved in Charles Dadswell’s Form 4?

The filing notes unvested portions of RSUs granted on October 22, 2025 and March 6, 2026. These awards were scheduled to vest ratably over four years and were affected by the merger‑related RSU conversion into Danaher equity.

What pricing inputs were used to convert Masimo (MASI) RSUs into Danaher RSUs?

Conversion used a per‑share merger price of $180.00 for Masimo stock and Danaher’s $183.33 volume‑weighted average trading price over the ten trading days ending June 10, 2026. These values determined the number of Danaher RSUs received.

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

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^*

Dadswell Charles

(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)
	EVP, General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/10/2026		D			11,886	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	11,886	⁽²⁾	0	D
Restricted Stock Units	⁽⁴⁾	06/10/2026		D			10,261	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Common Stock	10,261	⁽²⁾	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 underlying such RSU multiplied by the quotient of (a) $180.00 per share, without interest, 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 October 22, 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.

	/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)

Source: View Original Filing on SEC EDGAR