Masimo (MASI) director equity cashed out at $180 per share in Danaher merger

Rhea-AI Filing Summary

Masimo Corporation director Wendy E. Lane disposed of her equity in connection with the company’s merger with Danaher Corporation. On June 10, 2026, 2,608 shares of Masimo common stock were canceled and converted into the right to receive cash at $180.00 per share under the merger terms.

On the same date, 1,119 restricted stock units held by Lane were also canceled and converted into the right to receive the same $180.00 per share cash consideration. Following these transactions, Lane held no remaining Masimo common stock or RSUs, as Masimo became a wholly owned subsidiary of Danaher.

Insights

Equity compensation and M&A specialist

Director’s stake is cashed out at $180 per share due to Masimo’s sale to Danaher.

Director Wendy E. Lane did not make an open-market trade. Her 2,608 Masimo common shares and 1,119 restricted stock units were canceled as part of the closing of the Danaher merger and converted into cash at $180.00 per share.

These Form 4 entries reflect standard merger mechanics: equity is extinguished when Masimo becomes a wholly owned subsidiary, and holders receive cash instead. This is a structural change rather than a discretionary buy or sell decision by the director, so the informational signal for Masimo’s prior stock valuation is limited.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LANE WENDY E

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,119	$0.00	--
Disposition	Common Stock	2,608	$180.00	$469K

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: 2,608 shares Per Share Merger Consideration: $180.00 per share RSUs canceled: 1,119 units +2 more

5 metrics

Common shares disposed 2,608 shares Common Stock canceled and converted to cash on June 10, 2026

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

RSUs canceled 1,119 units Restricted Stock Units converted to $180.00 per share cash right

Common shares after transaction 0 shares Total Masimo common stock held by Lane post-merger

RSUs after transaction 0 units Total Masimo RSUs held by Lane post-merger

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, Restricted Stock Units, 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.

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") 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.

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.

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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^*

LANE WENDY E

(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		2,608	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 Wendy E. Lane report in this Form 4?

Wendy E. Lane reported that her Masimo equity was disposed of in connection with the Danaher merger. 2,608 common shares and 1,119 restricted stock units were canceled and converted into cash at $180.00 per share when the merger became effective.

At what price were Wendy E. Lane’s Masimo shares cashed out in the Danaher merger?

Lane’s Masimo common stock and restricted stock units were converted into the right to receive $180.00 per share in cash. This “Per Share Merger Consideration” applied to each issued and outstanding common share and to RSUs held by non-employee directors at the merger’s effective time.

How many Masimo shares did Wendy E. Lane dispose of in this transaction?

Lane disposed of 2,608 shares of Masimo common stock through a disposition to the issuer tied to the merger. These shares were canceled and converted into the right to receive $180.00 per share in cash, consistent with the merger agreement’s terms and consideration structure.

What happened to Wendy E. Lane’s Masimo restricted stock units in the merger?

Lane held 1,119 Masimo restricted stock units that were canceled at the merger’s effective time. Each RSU was converted into the right to receive the same $180.00 per share cash consideration, aligning RSU treatment with that of outstanding Masimo common stock for non-employee directors.

Does Wendy E. Lane hold any Masimo equity after the Danaher merger?

According to the Form 4, Lane holds no Masimo common stock or restricted stock units after the merger. Her 2,608 shares and 1,119 RSUs were fully canceled and converted into cash rights when Masimo became a wholly owned subsidiary of Danaher Corporation.

What does the Masimo–Danaher merger mean for common stockholders’ shares?

At the merger’s effective time, each issued and outstanding Masimo common share, excluding certain categories like dissenting shares, was canceled and converted into the right to receive $180.00 per share in cash. Masimo continues as a wholly owned subsidiary of Danaher following this transaction.