McGrew Matthew 4

4 · DANAHER CORP /DE/ · Filed Feb 4, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

Danaher (DHR) CFO Matthew McGrew Sells Shares, Receives Award

What Happened

Matthew McGrew, Chief Financial Officer of Danaher Corporation (DHR), had 1,856 shares disposed (withheld) to satisfy tax obligations and acquired 790.5 shares as a result of a performance-based award distribution.
Details: 1,856 shares were recorded as disposed at $223.42 per share for a total of $414,668 (tax withholding). Separately, 790.5 shares were recorded as acquired as a derivative award at $228.92 per share, valued at $180,961.
This is a compensation-related transaction (withholding to cover taxes and net delivery of performance-based restricted stock units), not an open-market buy or sell that signals a personal investment decision.

Key Details

Transaction date: 2026-02-02; filing date: 2026-02-04 (appears timely).
Disposition: 1,856 shares @ $223.42 = $414,668 (code F — tax withholding).
Acquisition: 790.5 shares (derivative award) @ $228.92 = $180,961 (code A — grant/award).
Shares owned after transaction: not disclosed in the provided excerpt of the filing.
Footnotes of note:
- F1: Withholding of shares for tax purposes in connection with distribution of performance-based restricted stock units.
- F2–F4: Filing also references Danaher’s deferred compensation/notional share program (company contributions credited as notional shares that convert 1:1; vesting/distribution governed by plan documents).
No indication of a 10b5-1 trade plan or a late filing in the provided information.

Context

This is a routine compensation event: performance-based RSUs were distributed and a portion of shares were withheld to satisfy taxes, with net shares delivered to the executive. Such withholding is a common administrative step and should not be read as a discretionary sale by the insider.

Form 4

Period: 2026-02-02

Executive Vice President

Transactions

Tax Payment
Common Stock
[F1]
2026-02-02$223.42/sh−1,856$414,668→ 18,206 total
Award
Danaher Deferred Compensation Programs - Danaher Stock Fund
[F2][F3][F4]
2026-02-02$228.92/sh+790.5$180,961→ 6,576.252 total
Exercise: $0.00→ Common Stock (790.5 underlying)

Holdings

Footnotes (4)

[F1]This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.
[F2]Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account.
[F3]The notional shares convert on a one-for-one basis.
[F4]The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.

Signature

/s/ James F. O'Reilly, attorney-in-fact for Matthew McGrew|2026-02-04

1 file