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MASIMO CORP·4

Jun 12, 4:31 PM ET

Benner Tim 4

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Masimo CMO Tim Benner Disposes RSUs/Options in Danaher Merger

What Happened
Tim Benner, Chief Marketing Officer of Masimo Corporation (MASI), had several derivative awards disposed of in connection with Masimo’s merger into Danaher (effective June 10, 2026). The filing shows four dispositions: 1,163 and 6,128 restricted stock units (RSUs) were converted/assumed (no cash reported), 2,537 option-type awards were cashed out at $8.12 per share for $20,600, and 3,490 performance-based RSUs/awards were settled at $180.00 per share for $628,200. Total reported cash received for the two settled awards was $648,800. These were dispositions to the issuer arising from merger-related conversions and cash-outs — not open-market sales.

Key Details

  • Transaction date: June 10, 2026 (effective time of the Merger). Form 4 filed June 12, 2026 (appears timely).
  • Reported items:
    • 1,163 RSUs — disposition to issuer — N/A (converted/assumed by Danaher) (see F2, F3).
    • 6,128 RSUs — disposition to issuer — N/A (converted/assumed by Danaher) (see F2, F4).
    • 2,537 derivative/option-type awards — $8.12 per share — $20,600 (cash settlement per cancellation of options; see F5).
    • 3,490 PSUs/awards — $180.00 per share — $628,200 (cash settlement per cancellation/conversion of PSUs; see F6).
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Relevant footnotes:
    • F1: Merger with Danaher effective June 10, 2026.
    • F2: Most RSUs were assumed by Danaher and converted into Danaher RSUs using a conversion formula.
    • F5: Stock options were canceled and converted into the right to receive the excess of $180.00 over the exercise price (cash-out).
    • F6: PSUs were canceled and converted into $180.00 per underlying share (cash-out, subject to withholding).
  • Transaction code: D = disposition to issuer (derivative settlement), not an open-market sale.

Context
These transactions arose from the corporate merger and represent award conversions and cash settlements rather than discretionary insider selling or buying. The $8.12 per-share amount reflects a cash payment after subtracting exercise price (a cash-out of options), while the $180.00 per-share payments reflect merger consideration for PSUs. For retail investors: merger-driven conversions/cash-outs are routine corporate-events and do not necessarily signal the insider’s view of the surviving company’s prospects.