Young Micah W 4
4 · MASIMO CORP · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
Masimo (MASI) CFO Micah W Young Cashes Out Shares in $180/Share Merger
What Happened
- Micah W. Young, Chief Financial Officer of Masimo Corporation, disposed of Masimo common stock and a variety of equity awards in connection with the June 10, 2026 merger with Danaher. The filing shows cash payments and conversions tied to the merger: 25,656 shares of Masimo common stock were canceled for $180.00/share ($4,618,080), and several equity awards and vested/ unvested derivative awards were converted/cashed out for additional amounts. Total disclosed cash proceeds in the filing sum to approximately $13.0 million; two derivative items (2,622 and 17,671 units) are reported with N/A amounts because they were converted into Parent (Danaher) RSUs per the merger terms.
Key Details
- Transaction date: June 10, 2026 (effective time of the merger). Transaction code: D (Disposition to issuer — merger cash-out).
- Prices and notable line items: common stock and certain awards converted at $180.00/share; several converted awards produced additional cash amounts (examples: 20,000 units → $1,900,600; 4,175 → $388,484; 11,954 → $639,659). Aggregate disclosed cash ≈ $12,996,028 (~$13.0M).
- Shares/certificates after transaction: Masimo common shares outstanding held pre-merger were canceled at the effective time; remaining position in Masimo common stock is effectively zero. Some awards were converted to Danaher RSUs (see footnote) rather than cashed — those converted amounts are reported as N/A in the filing.
- Footnotes of note:
- F1–F3: Merger effective June 10, 2026; Masimo became a Danaher subsidiary; common stock canceled for $180.00/share; most RSUs converted into Danaher RSUs using a conversion ratio based on $180 / Danaher 10-day VWAP ($183.33).
- F6–F7: Stock options and PSUs were canceled/converted into cash equal to the excess of the $180 merger consideration (or $180 per share for PSUs) less exercise price/tax withholding.
- F4, F5, F8, F9: Identifies specific RSU/PSU grants and vesting schedules underlying the converted awards.
- Filing timeliness: Form 4 was filed June 12, 2026 reporting June 10 transactions — appears filed within the Form 4 reporting window (timely).
Context
- This was not an open-market sale but a transaction mandated by the merger: shares and awards were canceled or converted and paid out per the merger agreement. Disposition code D here reflects the issuer (or merger subsidiary) as the counterparty. For retail investors, note this is a corporate-event cash-out rather than an insider expressing personal market sentiment; purchases usually convey stronger bullish signals than merger cash-outs.
Insider Transaction Report
Form 4Exit
MASIMO CORPMASI
Young Micah W
EVP, Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-10$180.00/sh−25,656$4,618,080→ 0 total - Disposition to Issuer
Restricted Stock Units
[F4][F3][F1]2026-06-10−2,622→ 0 total→ Common Stock (2,622 underlying) - Disposition to Issuer
Restricted Stock Units
[F5][F3][F1]2026-06-10−17,671→ 0 total→ Common Stock (17,671 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$95.03/sh−20,000$1,900,600→ 0 totalExercise: $84.97→ Common Stock (20,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$93.05/sh−4,175$388,484→ 0 totalExercise: $86.95→ Common Stock (4,175 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$46.50/sh−5,788$269,142→ 0 totalExercise: $133.50→ Common Stock (5,788 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$0.58/sh−6,633$3,847→ 0 totalExercise: $179.42→ Common Stock (6,633 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$22.47/sh−6,362$142,954→ 0 totalExercise: $157.53→ Common Stock (6,362 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$53.51/sh−11,954$639,659→ 0 totalExercise: $126.49→ Common Stock (11,954 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6][F1]2026-06-10$13.48/sh−7,739$104,322→ 0 totalExercise: $166.52→ Common Stock (7,739 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F8][F7][F1]2026-06-10$180.00/sh−16,898$3,041,640→ 0 total→ Common Stock (16,898 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F9][F7][F1]2026-06-10$180.00/sh−10,485$1,887,300→ 0 total→ Common Stock (10,485 underlying)
Footnotes (9)
- [F1]On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent"), and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
- [F2]On June 10, 2026, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares) was canceled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration").
- [F3]On June 10, 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors) was assumed by Parent and converted into a number of RSUs of Parent equal to the product of the number of shares of Parent common stock equal to the number of shares of Common Stock underlying such RSU multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume-weighted average trading price per share of Parent's common stock for the ten trading day period ending on and including June 10, 2026 ($183.33).
- [F4]Represents the unvested portion of RSUs granted on March 11, 2025, which award of RSUs was to vest ratably over four years.
- [F5]Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.
- [F6]On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of Common Stock subject to such option, the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option, without interest and less any applicable tax withholding.
- [F7]On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding.
- [F8]Represents the PSUs granted on March 1, 2024, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.
- [F9]Represents the PSUs granted on March 11, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.
Signature
/s/ Micah W. Young|2026-06-12