Masimo (MASI) executive reports stock and RSU disposition in Danaher merger

Rhea-AI Filing Summary

Masimo Corporation executive Paul Hataishi reported issuer dispositions connected to the completion of Masimo’s merger with a Danaher subsidiary. On June 10, 2026, Mobius Merger Sub merged into Masimo, which continued as a wholly owned subsidiary of Danaher.

At the effective time of the merger, each outstanding share of Masimo common stock was canceled, extinguished and converted into the right to receive $180.00 in cash per share, without interest. Hataishi’s 13,317 common shares were disposed of to the issuer at this per share merger consideration, leaving no remaining Masimo common stock directly held.

On the same date, multiple unvested Masimo restricted stock unit (RSU) awards were also disposed of to the issuer and, under the merger terms, were assumed by Danaher and converted into RSUs of Danaher. The conversion used the $180.00 per share merger consideration and a Danaher ten-day volume‑weighted average price of $183.33.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Hataishi Paul

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	627	$0.00	--
Disposition	Restricted Stock Units	910	$0.00	--
Disposition	Restricted Stock Units	3,224	$0.00	--
Disposition	Restricted Stock Units	3,380	$0.00	--
Disposition	Restricted Stock Units	3,134	$0.00	--
Disposition	Common Stock	13,317	$180.00	$2.40M

Holdings After Transaction: Restricted Stock Units — 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 March 9, 2022, which award of RSUs was to vest as follows: 60% vests on the third anniversary of the grant date, an additional 20% vests on the fourth anniversary of the grant date, and the final 20% vests on the fifth anniversary of the grant date. Represents the unvested portion of RSUs granted on March 8, 2023, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on November 16, 2023, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on March 13, 2025, which award of RSUs was to vest ratably over five years. Represents the unvested portion of RSUs granted on March 13, 2026, which award of RSUs was to vest ratably over four years.

Key Figures

Common shares disposed: 13,317 shares Per share merger consideration: $180.00 per share Danaher VWAP: $183.33 per share +5 more

8 metrics

Common shares disposed 13,317 shares Disposition to issuer on June 10, 2026

Per share merger consideration $180.00 per share Cash for each Masimo common share at merger effective time

Danaher VWAP $183.33 per share Ten‑day volume‑weighted average price used for RSU conversion

RSU tranche 1 3,134 RSUs Unvested RSUs granted March 9, 2022, disposed and converted

RSU tranche 2 3,380 RSUs Unvested RSUs granted March 8, 2023, disposed and converted

RSU tranche 3 3,224 RSUs Unvested RSUs granted November 16, 2023, disposed and converted

RSU tranches 4 and 5 910 and 627 RSUs Unvested RSUs granted March 13, 2025 and March 13, 2026

Post-transaction Masimo holdings 0 shares Total Masimo common stock directly held after disposition

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, Restricted Stock Units, volume-weighted average trading price, +1 more

5 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, without interest (the "Per Share Merger Consideration")"

Restricted Stock Units 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 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 for the ten trading day period"

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 regulatory

"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.

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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^*

Hataishi Paul

(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)
	SVP, Chief Accounting 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		13,317	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			627	(1)(3)(4)	(1)(3)(4)	Common Stock	627	(3)	0	D
Restricted Stock Units	(5)	06/10/2026		D			910	(1)(3)(5)	(1)(3)(5)	Common Stock	910	(3)	0	D
Restricted Stock Units	(6)	06/10/2026		D			3,224	(1)(3)(6)	(1)(3)(6)	Common Stock	3,224	(3)	0	D
Restricted Stock Units	(7)	06/10/2026		D			3,380	(1)(3)(7)	(1)(3)(7)	Common Stock	3,380	(3)	0	D
Restricted Stock Units	(8)	06/10/2026		D			3,134	(1)(3)(8)	(1)(3)(8)	Common Stock	3,134	(3)	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 March 9, 2022, which award of RSUs was to vest as follows: 60% vests on the third anniversary of the grant date, an additional 20% vests on the fourth anniversary of the grant date, and the final 20% vests on the fifth anniversary of the grant date.

5. Represents the unvested portion of RSUs granted on March 8, 2023, which award of RSUs was to vest ratably over five years.

6. Represents the unvested portion of RSUs granted on November 16, 2023, which award of RSUs was to vest ratably over five years.

7. Represents the unvested portion of RSUs granted on March 13, 2025, which award of RSUs was to vest ratably over five years.

8. Represents the unvested portion of RSUs granted on March 13, 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)

FAQ

What insider transaction did Masimo (MASI) report for Paul Hataishi?

Masimo reported that executive Paul Hataishi disposed of 13,317 shares of common stock to the issuer in connection with Masimo’s merger with a Danaher subsidiary. This was a disposition to the company, not an open‑market trade, tied directly to the merger terms.

How were Masimo (MASI) common shares treated in the Danaher merger?

Each outstanding Masimo common share was canceled and converted into the right to receive $180.00 in cash per share, without interest. This applied at the effective time of the merger when Masimo became a wholly owned subsidiary of Danaher Corporation.

What happened to Masimo (MASI) restricted stock units held by Paul Hataishi?

Masimo RSUs held by Paul Hataishi were disposed of to the issuer and then assumed by Danaher at the merger’s effective time. They were converted into RSUs of Danaher using the $180.00 per share Masimo merger consideration and Danaher’s $183.33 ten‑day volume‑weighted average price.

Did Paul Hataishi retain any Masimo (MASI) common stock after the merger transaction?

Following the reported disposition, Paul Hataishi held zero shares of Masimo common stock directly. His previously held 13,317 shares were canceled and converted into the cash merger consideration of $180.00 per share under the merger agreement’s terms.

What is the per share merger consideration for Masimo (MASI) stockholders?

The per share merger consideration is $180.00 in cash, without interest, for each share of Masimo common stock. This amount became payable when the merger became effective and all eligible outstanding shares were canceled and converted into that cash right.

How was the Danaher share price used in converting Masimo (MASI) RSUs?

The conversion of Masimo RSUs into Danaher RSUs used Danaher’s volume‑weighted average trading price of $183.33 per share over the ten trading days ending June 10, 2026, together with the $180.00 per share Masimo merger consideration, to determine the resulting number of Danaher RSUs.