MASIMO CORP 8-K

What Happened
Masimo Corporation announced on Feb. 16, 2026 that it entered into an Agreement and Plan of Merger with Danaher Corporation and Danaher’s wholly owned subsidiary Mobius Merger Sub, under which Merger Sub will merge into Masimo and Masimo will become a wholly owned subsidiary of Danaher. At the effective time of the merger, each outstanding Masimo common share (except certain excluded shares and valid appraisal shares) will be converted into the right to receive $180.00 in cash. Masimo furnished a press release on Feb. 17, 2026 announcing the transaction and entered into a Voting and Support Agreement with Politan Capital Management LP under which Politan agreed to vote its covered shares in favor of the merger.

Key Details

• Merger Agreement signed: February 16, 2026; press release published Feb. 17, 2026.
• Per-share cash consideration: $180.00 per Masimo common share.
• Equity award treatment:
  • Options: cancelled and converted into cash equal to the excess of $180.00 over the option exercise price (less tax withholding).
  • Restricted Stock Units (RSUs): non-director RSUs assumed and converted into Danaher RSUs based on Per Share Merger Consideration divided by Danaher 10‑day VWAP; those converted units will have double-trigger acceleration.
  • Director RSUs: cancelled for cash equal to $180.00 per share.
  • Performance Stock Units (PSUs): cancelled and converted to cash at target (less tax withholding).
• Closing conditions include stockholder approval, expiry/clearance of HSR and applicable non‑U.S. antitrust/foreign investment reviews, no law or order blocking the deal, no material adverse effect, accuracy of reps and performance of covenants.
• Timing and termination: outside date of Nov. 16, 2026 (extendable to Feb. 16, 2027 if only certain regulatory conditions remain); Masimo may owe Danaher a $305,000,000 termination/“break” fee in certain circumstances (including accepting a Superior Proposal as defined).

Why It Matters
For Masimo shareholders, the deal means a cash buyout at $180 per share if the merger closes, and Masimo shares will be delisted and deregistered soon after closing. Employee and director equity will be cashed out or converted per the agreement, which affects compensation realizations. The transaction is subject to shareholder and regulatory approvals (including U.S. and non‑U.S. antitrust and foreign investment reviews), so closing is not guaranteed. The sizeable termination fee and “no‑shop” provisions indicate the agreement is a binding, material change in control unless successfully challenged or matched by a superior offer.