Masimo (MASI) director’s shares and RSUs cashed out at $180 in Danaher merger

Rhea-AI Filing Summary

MASIMO CORP director Darlene J. S. Solomon reported dispositions tied to the closing of Masimo’s merger with Danaher Corporation. On June 10, 2026, all 3,015 shares of Masimo common stock held directly by her were canceled and converted into the right to receive $180.00 in cash per share, as part of the merger consideration.

On the same date, 1,119 restricted stock units granted to her as a non-employee director were also canceled and converted into the right to receive cash at the same $180.00 per-share merger consideration. Following these issuer dispositions, the Form 4 shows she no longer holds Masimo common stock or related RSUs.

Insights

Corporate actions analyst

Director equity is cashed out as Masimo’s merger with Danaher closes.

This Form 4 reflects mechanical clean-up of director equity at the effective time of Masimo’s merger with Danaher Corporation. All outstanding common shares and non‑employee director RSUs were canceled and converted into fixed cash consideration of $180.00 per share.

The transactions are coded as dispositions to the issuer, but economically they represent participation in the same cash-out terms as other shareholders rather than open-market selling. Subsequent filings by Danaher and its subsidiaries will provide any future equity structure or incentive details for the combined business.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Solomon Darlene J. S.

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,119	$0.00	--
Disposition	Common Stock	3,015	$180.00	$543K

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") 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.

Key Figures

Common shares disposed: 3,015 shares Per share merger consideration: $180.00 per share RSUs canceled: 1,119 RSUs +3 more

6 metrics

Common shares disposed 3,015 shares Issuer disposition on June 10, 2026

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

RSUs canceled 1,119 RSUs Non-employee director RSUs converted to cash at $180.00

Post-transaction holdings 0 shares Total Masimo common stock held after June 10, 2026 transactions

Merger agreement date February 16, 2026 Agreement and Plan of Merger among Masimo, Danaher, Mobius Merger Sub

Merger effective date June 10, 2026 Date Merger Sub merged with and into Masimo

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, restricted stock units, dissenting shares, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation..."

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... (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.

dissenting shares regulatory

"issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares)..."

Dissenting shares are shares held by investors who formally oppose a proposed corporate action—such as a merger or takeover—and choose to demand a cash payment for the value of their stock instead of accepting the deal’s terms. This matters to investors because it can slow or complicate a transaction, trigger a legal process to set a fair price, and affect how much cash a company must pay out, which in turn influences the financial outcome for all shareholders.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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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^*

Solomon Darlene J. S.

(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
	Officer (give title below)		Other (specify below)

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		3,015	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			1,119	(1)(3)(4)	(1)(3)(4)	Common Stock	1,119	(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") 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.

4. 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.

	/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 Masimo (MASI) director Darlene Solomon report in this Form 4?

Darlene Solomon reported issuer dispositions of all her Masimo equity. On June 10, 2026, 3,015 common shares and 1,119 restricted stock units were canceled and converted into cash as part of Masimo’s merger with Danaher, leaving her with no remaining Masimo holdings.

How many Masimo (MASI) shares were disposed of and at what price?

Solomon disposed of 3,015 Masimo common shares at $180.00 each. The shares were canceled and converted into the right to receive cash at the per share merger consideration of $180.00, following the completion of the Masimo–Danaher merger on June 10, 2026.

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

Non-employee director RSUs were canceled and cashed out. At the merger’s effective time, each restricted stock unit was converted into the right to receive cash equal to the $180.00 per share merger consideration, including 1,119 unvested RSUs granted to Darlene Solomon on April 23, 2026.

Does this Masimo (MASI) Form 4 show any open-market buying or selling?

No, the Form 4 shows issuer dispositions related to the merger. The transactions are coded as dispositions to the issuer, reflecting cancellation and cash conversion of shares and RSUs under the merger agreement, not open-market purchases or sales by the director.

What does the Masimo–Danaher merger mean for existing Masimo common stock shares?

Existing Masimo shares were canceled and converted to cash. At the effective time of the merger, each issued and outstanding Masimo common share—other than excluded and dissenting shares—was canceled and converted into the right to receive $180.00 in cash per share, without interest.

Did Darlene Solomon retain any Masimo (MASI) equity after the merger transactions?

No, the Form 4 reports zero shares following the transactions. After the June 10, 2026 merger-related dispositions of 3,015 common shares and 1,119 RSUs, the filing shows she holds no remaining Masimo common stock or director RSUs.