Politan Capital and Quentin Koffey cash out Masimo (MASI) at $180 per share

Rhea-AI Filing Summary

MASIMO CORP insiders associated with Politan Capital reported dispositions tied to the Danaher merger closing. On June 10, 2026, 4,590,873 shares of Masimo common stock were canceled in the merger and converted into the right to receive $180.00 per share in cash.

On the same date, 1,119 restricted stock units linked to Masimo common stock were also canceled and converted into cash equal to the same per-share merger consideration. Following these transactions, the filing shows no remaining Masimo common shares or related derivatives held by the reporting persons.

Insights

Merger & governance analyst

Large insider position is cashed out via an all-cash merger.

The transactions reflect completion of Masimo’s merger with Danaher, where all reported shares and director RSUs were canceled for $180.00 per share in cash. The Form 4 shows 4,590,873 common shares and 1,119 RSUs converted at the merger effective time.

This is a mechanical outcome of the agreed merger terms rather than a discretionary open-market trade. Because all reported positions go to zero and consideration is set by the merger agreement, the filing mainly confirms deal closing mechanics rather than changing Masimo’s investment thesis, which now shifts to Danaher.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Politan Capital Management LP, Koffey Quentin, Politan Capital Partners GP LLC, Politan Capital Management GP LLC

Role null | null | null | null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,119	$0.00	--
Disposition	Common Stock	4,590,873	$180.00	$826.36M

Holdings After Transaction: Restricted Stock Units — 0 shares (Indirect, See footnotes); Common Stock — 0 shares (Indirect, See footnotes)

Footnotes (1)

1. On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated as of 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 (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. 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 immediately prior to the effective time (other than certain excluded and dissenting shares) was canceled and converted into the right to receive $180.00 in cash, without interest (the "Per Share Merger Consideration"). This Form 4 is being filed jointly by Politan Capital Management LP, a Delaware limited partnership ("Politan"), Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund" and, collectively with Politan LP and Politan Offshore, the "Politan Funds"). Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Koffey is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. 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. These RSUs are held directly by Mr. Koffey.

Key Figures

Common shares disposed: 4,590,873 shares Per Share Merger Consideration: $180.00 per share RSUs canceled: 1,119 units +3 more

6 metrics

Common shares disposed 4,590,873 shares Canceled and cashed out at merger effective time

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

RSUs canceled 1,119 units Director RSUs converted into cash at $180.00 per share

Shares after transaction 0 shares Total Masimo common shares held by reporting persons post-merger

Derivative positions after merger 0 derivatives No remaining RSUs or other derivatives in derivativeSummary

Dispose transactions 2 transactions Both coded D as disposition to issuer

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, restricted stock units, pecuniary interest, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated as of 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

"was canceled and converted into the right to receive $180.00 in cash, without interest (the "Per Share Merger Consideration")"

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.

pecuniary interest financial

"may be deemed to have a pecuniary interest in the securities reported on this Form 4"

directors by deputization regulatory

"each of the other Reporting Persons may be directors by deputization for purposes of Section 16"

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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^*

Politan Capital Management LP

(Last) (First) (Middle)

106 WEST 56TH STREET, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(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
	Officer (give title below)	X	Other (specify below)
			Director by deputization

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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		4,590,873	D	$180(1)(2)	0	I	See footnotes(3)(4)(5)(6)(7)

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	(9)	06/10/2026		D			1,119	(1)(8)(9)	(1)(8)(9)	Common Stock	1,119	(8)	0	I	See footnotes(10)

1. Name and Address of Reporting Person^*

Politan Capital Management LP

(Last) (First) (Middle)

106 WEST 56TH STREET, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

1. Name and Address of Reporting Person^*

Koffey Quentin

(Last) (First) (Middle)

106 WEST 56TH STREET, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

1. Name and Address of Reporting Person^*

Politan Capital Partners GP LLC

(Last) (First) (Middle)

106 WEST 56TH STREET, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

1. Name and Address of Reporting Person^*

Politan Capital Management GP LLC

(Last) (First) (Middle)

106 WEST 56TH STREET, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

Explanation of Responses:

1. On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated as of 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 (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.

2. 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 immediately prior to the effective time (other than certain excluded and dissenting shares) was canceled and converted into the right to receive $180.00 in cash, without interest (the "Per Share Merger Consideration").

3. This Form 4 is being filed jointly by Politan Capital Management LP, a Delaware limited partnership ("Politan"), Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

4. Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund" and, collectively with Politan LP and Politan Offshore, the "Politan Funds").

5. Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

6. By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities, except to the extent of any pecuniary interest therein.

7. Mr. Koffey is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

8. 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.

9. 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.

10. These RSUs are held directly by Mr. Koffey.

	Politan Capital Management LP By: Politan Capital Management GP LLC, its General Partner /s/ Quentin Koffey, Managing Member	06/12/2026
	Politan Capital Management GP LLC /s/ Quentin Koffey, Managing Member	06/12/2026
	Politan Capital Partners GP LLC /s/ Quentin Koffey, Managing Member	06/12/2026
	/s/ Quentin Koffey	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 transactions did MASIMO CORP (MASI) report in this Form 4?

The Form 4 reports that entities associated with Politan Capital disposed of 4,590,873 Masimo common shares and 1,119 restricted stock units. These were canceled at the Danaher merger closing and converted into cash at $180.00 per share under the merger agreement.

How much cash did MASI insiders receive per share in the Danaher merger?

Each Masimo (MASI) common share was converted into the right to receive $180.00 in cash, without interest. This “Per Share Merger Consideration” applied to shares outstanding at the effective time, excluding specified excluded and dissenting shares under the merger agreement.

What happened to MASIMO CORP (MASI) restricted stock units held by non-employee directors?

At the merger’s effective time, each Masimo (MASI) restricted stock unit held by non-employee directors was canceled and converted into a cash payment equal to the $180.00 per-share merger consideration. This included 1,119 unvested RSUs granted on April 23, 2026, reported in this filing.

Do the reporting persons retain any MASIMO CORP (MASI) shares after these transactions?

According to the Form 4, the reporting persons show zero Masimo shares and zero related derivatives following the merger-related dispositions. All reported common stock and restricted stock units were canceled and converted into cash consideration when the Danaher merger became effective.

Who are the reporting persons in this MASIMO CORP (MASI) Form 4?

The Form 4 is filed jointly by Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey. They may be deemed beneficial owners of the reported securities, although each disclaims beneficial ownership except for any pecuniary interest.

What merger does this MASIMO CORP (MASI) Form 4 relate to?

The transactions relate to Masimo’s merger with Danaher Corporation under a February 16, 2026 Agreement and Plan of Merger. Mobius Merger Sub merged into Masimo, which continued as a wholly owned Danaher subsidiary, triggering the $180.00 per share cash-out of reported securities.