MASIMO CORP 8-K

What Happened

• Masimo Corporation (MASI) filed an 8-K on April 23, 2026 to voluntarily supplement the definitive proxy statement (filed April 1, 2026) for the special stockholder meeting on the proposed merger with Danaher (Merger Agreement dated February 16, 2026). The Special Meeting is scheduled virtually for May 1, 2026 at 10:00 a.m. PT.
• Following the definitive proxy filing, three lawsuits were filed by purported Masimo stockholders challenging the proxy disclosures (Ed Smith v. Masimo, April 7, 2026, NY Supreme Court; Richard McDaniel v. Masimo, April 8, 2026, NY Supreme Court; Donald Kendig v. Brennan, April 10, 2026, Superior Court of California, San Mateo). Masimo also received additional demand letters alleging disclosure deficiencies. Masimo denies the claims but supplemented the proxy to reduce the risk of litigation delaying the Merger.

Key Details

• Merger background updates include prior sale-process steps: Morgan Stanley engagement (April 24, 2023) and a Prior Sale Process beginning June 24, 2023.
• Centerview valuation inputs disclosed: Masimo LTM adjusted EBITDA of $455 million (as of Feb 13, 2026) and net debt of $372 million (as of Jan 3, 2026). Centerview-derived implied per-share ranges were ~ $122–$186 (precedent transactions) and $165–$212 (discounted cash flow).
• Danaher communications: Danaher indicated $180/share was its best and final offer during February discussions; a separate Party F indicated a non-binding $186/share IOI on Feb 13, 2026.
• The supplement does not change the Merger consideration or the timing of the Special Meeting; the Board continues to recommend a vote “FOR” the proposals, including adoption of the Merger Agreement.

Why It Matters

• For investors, the filing signals litigation risk tied to the proxy but shows Masimo is proactively adding disclosures to try to avoid delays or injunctions that could block or postpone the Danaher merger. The supplement provides more detail on prior sale efforts, advisor analyses and valuation ranges, which may help shareholders assess the fairness of the proposed transaction. The Special Meeting remains scheduled for May 1, 2026; shareholders should review the definitive proxy (and this supplement) before voting.