Ellis Brian W 4

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

AI-generated summary of this filing

Updated Feb 4, 2026

Danaher (DHR) SVP Brian W. Ellis Withholds Shares for Taxes, Receives 251 Shares

What Happened

Brian W. Ellis, Senior Vice President and General Counsel of Danaher Corporation (DHR), had 1,254 shares withheld to satisfy tax withholding related to the distribution of performance-based restricted stock units (1,254 shares x $223.42 = $280,169, disposition code F). At the same time he was credited with an award/acquisition of 251 shares (derivative) at $218.89 each (251 x $218.89 = $54,941, acquisition code A).

Key Details

Transaction date: February 2, 2026; Form filed: February 4, 2026 (timely; Form 4 is generally due within two business days).
Withheld (disposed) shares: 1,254 at $223.42 each; total value shown $280,169. Tax-withholding transaction code: F (routine withholding to cover tax liability).
Award/acquisition: 251 derivative shares at $218.89 each; total value shown $54,941. Footnotes indicate these are company contributions/notional shares under Danaher’s deferred compensation/stock fund program.
Footnotes of note:
- F1: Withholding related to distribution of performance-based restricted stock units.
- F2–F4: Company contribution to Danaher stock fund is recorded as notional (unfunded) shares that convert on a one-for-one basis and follow plan vesting/distribution rules (see Danaher proxy for plan details).
Shares owned after the transactions: not specified in the provided excerpt of the filing.

Context

The 1,254-share disposition was a tax-withholding action tied to RSU/PSU distribution (not an open-market sale), which is routine and does not necessarily signal a change in insider conviction. The 251-share entry reflects an award/notional-credit under Danaher’s deferred compensation/stock fund program (derivative/notional shares that convert one-for-one).

Form 4

Period: 2026-02-02

Senior Vice President

Transactions

Tax Payment
Common Stock
[F1]
2026-02-02$223.42/sh−1,254$280,169→ 13,299 total
Award
Danaher Deferred Compensation Programs - Danaher Stock Fund
[F2][F3][F4]
2026-02-02$218.89/sh+251$54,941→ 6,944.632 total
Exercise: $0.00→ Common Stock (251 underlying)

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 Brian W. Ellis|2026-02-04

1 file