Politan-linked funds structure MASIMO (MASI) forward sales over 273,550 shares

Rhea-AI Filing Summary

MASIMO CORP insider entities associated with Politan entered two forward sale contracts referencing MASI common stock. On March 11, 2026, Politan Capital Partners Master Fund LP agreed to deliver 142,681 shares at maturity on August 12, 2026, for an upfront payment of $24,802,095.85 based on a trade price of $175.48 per share. On March 12, 2026, it entered a second forward sale contract for 130,869 shares maturing August 13, 2026, with an upfront payment of $22,749,606 at the same price. In each case, the fund pledged the relevant shares, retained dividend and voting rights, and may extend maturity by one month or increase the number of deliverable shares, with settlement potentially in cash or by delivering shares. Politan Capital Management LP, related general partners, and Quentin Koffey may be deemed beneficial owners of the reported securities but disclaim beneficial ownership except for any pecuniary interest.

Insights

Equity derivatives and governance analyst

Politan uses cash-settled-style forwards on MASI shares, a structured, not directional, insider move.

The reporting group tied to Politan Master Fund entered two forward sale contracts over a combined 273,550 MASI shares. The fund receives upfront cash based on a trade price of $175.48 per share while pledging the shares and retaining dividend and voting rights until maturity.

These contracts mature on August 12, 2026 and August 13, 2026, with an option to extend each by one month. At maturity, Politan Master Fund can settle in cash based on volume-weighted average price or physically deliver the contracted shares, and may increase share counts via adjustment notices.

The transactions are coded as "other" restructurings rather than simple buys or sells, and all reporting persons, including Quentin Koffey, may be deemed beneficial owners while disclaiming ownership beyond pecuniary interest. Future filings around the August–September 2026 maturities will clarify whether settlement is in cash or shares.

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^*

Politan Capital Management LP

(Last) (First) (Middle)

106 WEST 56TH STREET

10TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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

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
Forward Sale Contract (obligation to sell)	(1)(2)	03/11/2026		J/K(1)(2)		142,681(1)(2)		(1)(2)	(1)(2)	Common Stock	142,681	(1)(2)	142,681	I	See footnotes(3)(4)(5)(6)(7)
Forward Sale Contract (obligation to sell)	(8)(9)	03/12/2026		J/K(8)(9)		130,869(8)(9)		(8)(9)	(8)(9)	Common Stock	130,869	(8)(9)	130,869	I	See footnotes(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person^*

Politan Capital Management LP

(Last) (First) (Middle)

106 WEST 56TH STREET

10TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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 NY 10019

(City) (State) (Zip)

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 NY 10019

(City) (State) (Zip)

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 NY 10019

(City) (State) (Zip)

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 March 11, 2026, Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund"), entered into a forward sale contract (the "March 11 Forward Contract") with a financial institution (the "Counterparty"). The March 11 Forward Contract obligates Politan Master Fund to deliver 142,681 common shares of MASI (the "March 11 Number of Shares") on the maturity date, August 12, 2026, subject to customary adjustments. In exchange, Politan Master Fund will receive an upfront payment of $24,802,095.85 on or around the trade date, which is based on a trade price of $175.48 per share. Politan Master Fund pledged the March 11 Number of Shares under the March 11 Forward Contract to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares.

2. (continued from footnote 1) In addition, Politan Master Fund may request to increase the March 11 Number of Shares to be delivered by providing the Counterparty with notice (an "Additional Number of Shares Notice") and, if accepted, the details of the updated transaction will be made available by the Counterparty on a notice (an "Adjustment Notice"). The maturity date of the March 11 Forward Contract may be extended one month to September 12, 2026, at the election of Politan Master Fund. Upon maturity, if the March 11 Forward Contract is cash settled the cash settlement price payable by Politan Master Fund will be calculated on the basis of volume weighted average price per share at maturity. Alternatively, if the March 11 Forward Contract is physically settled, Politan Master Fund will deliver the March 11 Number of Shares (together with any additional number of shares listed in any applicable Adjustment Notice) reflecting the total March 11 Number of Shares sold to the Counterparty.

3. In addition to Politan Capital Management LP, a Delaware limited partnership ("Politan"), this Form 4 is being filed jointly by 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 (together with Politan, Politan Management and Politan GP, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in 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 Master Fund (collectively with Politan Offshore and Politan LP, 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) under the Securities Exchange Act of 1934. 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) under the Securities Exchange Act of 1934.

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) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any 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 of the Subject Securities, 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 March 12, 2026, Politan Master Fund, entered into a forward sale contract (the "March 12 Forward Contract") with the Counterparty. The March 12 Forward Contract obligates Politan Master Fund to deliver 130,869 common shares of MASI (the "March 12 Number of Shares") on the maturity date, August 13, 2026, subject to customary adjustments. In exchange, Politan Master Fund will receive an upfront payment of $22,749,606 on or around the trade date, which is based on a trade price of $175.48 per share. Politan Master Fund pledged the March 12 Number of Shares under the March 12 Forward Contract to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares.

9. (continued from footnote 8) In addition, Politan Master Fund may request to increase the March 12 Number of Shares to be delivered by providing the Counterparty with an Additional Number of Shares Notice, and, if accepted, the details of the updated transaction will be made available by the Counterparty on an Adjustment Notice. The maturity date of the March 12 Forward Contract may be extended one month to September 13, 2026, at the election of Politan Master Fund. Upon maturity, if the March 12 Forward Contract is cash settled the cash settlement price payable by Politan Master Fund will be calculated on the basis of volume weighted average price per share at maturity. Alternatively, if the March 12 Forward Contract is physically settled, Politan Master Fund will deliver the March 12 Number of Shares (together with any additional number of shares listed in any applicable Adjustment Notice) reflecting the total March 12 Number of Shares sold to the Counterparty.

	Politan Capital Management LP By: Politan Capital Management GP LLC, its General Partner /s/ Quentin Koffey, Managing Member	03/13/2026
	Politan Capital Management GP LLC /s/ Quentin Koffey, Managing Member	03/13/2026
	Politan Capital Partners GP LLC /s/ Quentin Koffey, Managing Member	03/13/2026
	/s/ Quentin Koffey	03/13/2026
	** 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.

FAQ

What insider transactions did Politan report in MASIMO CORP (MASI) shares?

Politan-related entities reported two forward sale contracts referencing MASI common stock. One covers 142,681 shares, the other 130,869 shares. Both provide upfront cash payments while pledging the shares and retaining dividend and voting rights until the contracts reach maturity in 2026.

How many MASIMO CORP (MASI) shares are subject to Politan's forward sale contracts?

The contracts reference 142,681 MASI shares in a March 11, 2026 agreement and 130,869 shares in a March 12, 2026 agreement. Politan Master Fund also may request increases to these share amounts through additional notices accepted and documented by the financial counterparty.

What cash payments will Politan receive under the MASIMO (MASI) forward sale contracts?

Politan Master Fund will receive an upfront payment of $24,802,095.85 for the March 11, 2026 contract and $22,749,606 for the March 12, 2026 contract. Both payments are based on a trade price of $175.48 per MASI share agreed with the financial counterparty.

When do Politan’s MASIMO CORP (MASI) forward sale contracts mature?

The March 11, 2026 forward contract matures on August 12, 2026, and the March 12, 2026 contract matures on August 13, 2026. Politan Master Fund may extend each maturity date by one month, to September 12 and September 13, 2026, respectively, at its election.

How will Politan’s MASIMO (MASI) forward sale contracts be settled at maturity?

At maturity, Politan Master Fund can settle each contract in cash or by delivering MASI shares. For cash settlement, the price is based on the volume-weighted average share price at maturity. For physical settlement, the fund delivers the specified number of shares plus any approved additional shares.

Who are the reporting persons for the Politan MASIMO CORP (MASI) Form 4 filing?

Reporting persons include 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 but each disclaims beneficial ownership except to the extent of any pecuniary interest described.

Does Quentin Koffey hold a board role at MASIMO CORP (MASI)?

Yes. Quentin Koffey is a member of MASIMO CORP’s board of directors. Because of his role, the Politan entities may be considered directors by deputization under Section 16, meaning their influence is recognized through his board representation at the issuer.