Ellis Brian W 4

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).