Masimo (MASI) CMO disposes RSUs, options as Danaher merger closes

Rhea-AI Filing Summary

Masimo Corporation’s Chief Marketing Officer Tim Benner reported the disposition of multiple equity awards to the issuer in connection with Masimo’s merger into a subsidiary of Danaher Corporation on June 10, 2026. The Form 4 shows 3,490 performance-based RSUs, 2,537 non-qualified stock options, and two blocks of 6,128 and 1,163 time-based RSUs, all tied to Masimo common stock.

At the merger’s effective time, Masimo RSUs were assumed by Danaher and converted into Danaher RSUs using a value of $180.00 per Masimo share and a Danaher ten-day volume‑weighted average price of $183.33 per share. Outstanding Masimo stock options and performance-based RSUs were canceled and converted into cash rights based on $180.00 per underlying share, less any applicable tax withholding. Following these transactions, the affected Masimo derivative awards show zero remaining balance on this filing.

Insights

Equity compensation analyst

Officer equity awards were cashed out or converted as part of Masimo’s merger with Danaher, not through open‑market trading.

These Form 4 entries reflect code D dispositions of derivatives to the issuer, all tied to the closing of Masimo’s merger into a Danaher subsidiary on June 10, 2026. They cover performance-based RSUs, time‑based RSUs, and non‑qualified stock options linked to Masimo common stock.

Footnotes explain that Masimo RSUs were assumed by Danaher and converted into Danaher RSUs using a reference value of $180.00 per Masimo share and a Danaher ten‑day VWAP of $183.33. Performance-based RSUs and stock options were canceled and converted into cash rights based on $180.00 per underlying share, less tax withholding.

Because these are issuer dispositions related to a change of control, not open‑market buys or sells, they mainly describe how an existing compensation package was settled in the merger. The derivativeSummary is empty, indicating no remaining Masimo derivative awards of these types after the transaction, while any resulting Danaher equity or cash consideration would be reflected separately.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Benner Tim

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	1,163	$0.00	--
Disposition	Restricted Stock Units	6,128	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	2,537	$8.12	$21K
Disposition	Performance-Based Restricted Stock Unit	3,490	$180.00	$628K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Non-Qualified Stock Option (Right to Buy) — 0 shares (Direct, null); Performance-Based Restricted Stock Unit — 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 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) $180.00 per share, without interest, 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 June 9, 2025, which award of RSUs was to vest ratably over four years. Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years. On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") subject to such option, the excess, if any, of $180.00 per share over the exercise price per share of such option, without interest and less any applicable tax withholding. On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding. Represents the PSUs granted on June 9, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.

Key Figures

Performance-based RSUs disposed: 3,490 units Non-qualified stock options disposed: 2,537 options RSUs block 1 disposed: 6,128 units +5 more

8 metrics

Performance-based RSUs disposed 3,490 units Performance-based restricted stock units tied to Masimo common stock

Non-qualified stock options disposed 2,537 options Non-qualified stock option (right to buy) canceled in merger

RSUs block 1 disposed 6,128 units Unvested RSUs granted on June 9, 2025, vesting over four years

RSUs block 2 disposed 1,163 units Unvested RSUs granted on March 6, 2026, vesting over four years

Merger per-share value $180.00 per share Cash value per Masimo share used for options and PSUs

Danaher VWAP reference $183.33 per share Ten-day volume-weighted average price for Danaher common stock

Option exercise price $171.88 per share Exercise price of disposed non-qualified stock options

Option cash spread $8.12 per share Excess of $180.00 merger value over $171.88 exercise price

Key Terms

Agreement and Plan of Merger, restricted stock units, performance-based restricted stock units, Non-Qualified Stock Option, +2 more

6 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.

restricted stock units financial

"each of the Issuer's restricted stock units ("RSUs") ... was assumed by Parent"

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.

performance-based restricted stock units financial

"each of the Issuer's performance-based restricted stock units ("PSUs") ... were canceled"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Non-Qualified Stock Option financial

"Non-Qualified Stock Option (Right to Buy)"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

volume-weighted average trading price financial

"the volume-weighted average trading price per share of Parent's common stock"

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.

tax withholding financial

"without interest and less any applicable tax withholding"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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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^*

Benner Tim

(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)
	Chief Marketing 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

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	(3)	06/10/2026		D			1,163	(1)(2)(3)	(1)(2)(3)	Common Stock	1,163	(2)	0	D
Restricted Stock Units	(4)	06/10/2026		D			6,128	(1)(2)(4)	(1)(2)(4)	Common Stock	6,128	(2)	0	D
Non-Qualified Stock Option (Right to Buy)	$171.88	06/10/2026		D			2,537	(1)(5)	(1)(5)	Common Stock	2,537	$8.12(5)	0	D
Performance-Based Restricted Stock Unit	(7)	06/10/2026		D			3,490	(1)(6)(7)	(1)(6)(7)	Common Stock	3,490	$180(6)	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 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) $180.00 per share, without interest, 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).

3. Represents the unvested portion of RSUs granted on June 9, 2025, which award of RSUs was to vest ratably over four years.

4. Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.

5. On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") subject to such option, the excess, if any, of $180.00 per share over the exercise price per share of such option, without interest and less any applicable tax withholding.

6. On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding.

7. Represents the PSUs granted on June 9, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.

	/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 Tim Benner report in Masimo (MASI) on June 10, 2026?

Tim Benner reported dispositions of several Masimo equity awards to the issuer on June 10, 2026. These included performance-based restricted stock units, time-based restricted stock units, and non-qualified stock options, all settled or converted in connection with Masimo’s merger into a Danaher Corporation subsidiary.

How were Masimo RSUs held by Tim Benner treated in the Danaher merger?

Masimo RSUs held by Tim Benner were assumed by Danaher and converted into Danaher RSUs. The conversion used a value of $180.00 per Masimo share divided by Danaher’s ten‑day volume‑weighted average price of $183.33, establishing how many Danaher RSUs each Masimo RSU became.

What happened to Tim Benner’s Masimo stock options in the merger with Danaher?

At the merger’s effective time, all outstanding Masimo stock options, whether vested or unvested, were canceled. Each option was converted into a right to receive the excess of $180.00 per Masimo share over its exercise price, without interest and less any applicable tax withholding.

How were performance-based RSUs for Tim Benner settled in the Masimo–Danaher deal?

Performance-based restricted stock units outstanding at the effective time were canceled and converted into a right to receive $180.00 for each underlying Masimo share. The amount was determined at target performance, without interest and subject to applicable tax withholding as described in the footnotes.

Does Tim Benner retain any of the reported Masimo derivative awards after June 10, 2026?

For each reported derivative award, the filing shows zero shares following the transaction. This indicates the specific Masimo performance-based RSUs, RSUs, and stock options on the Form 4 were fully settled, canceled, or converted as of the merger’s effective time.

What valuation metrics were used for Masimo equity in Tim Benner’s merger-related awards?

The awards used a fixed value of $180.00 per Masimo share. For RSUs converted into Danaher RSUs, this $180.00 was divided by Danaher’s ten‑day volume‑weighted average trading price of $183.33 per share to determine the number of replacement Danaher RSUs.