MASIMO CORP·4

Jun 12, 4:35 PM ET

Hataishi Paul 4

4 · MASIMO CORP · Filed Jun 12, 2026

Research Summary

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Masimo (MASI) SVP Paul Hataishi Sells Shares for $2.4M in Merger

What Happened

  • Paul Hataishi, SVP and Chief Accounting Officer of Masimo Corporation, had 13,317 shares of Masimo common stock canceled and converted into cash at $180.00 per share as part of Masimo’s merger with Danaher — resulting in $2,397,060 in cash consideration.
  • In addition, several outstanding restricted stock unit (RSU) awards (627; 910; 3,224; 3,380; and 3,134 RSUs) were reported as dispositions to the issuer on the same date. Those RSUs were not paid out in cash on the Form 4 (price/value shown as N/A) because, under the merger agreement, Masimo RSUs were assumed/converted by the acquiring company (Danaher) into awards of Parent stock under a conversion formula.

Key Details

  • Transaction date: June 10, 2026; Filing date: June 12, 2026 (filing appears timely).
  • Cash consideration: 13,317 shares × $180.00 = $2,397,060.
  • RSUs reported as disposed: 627; 910; 3,224; 3,380; 3,134 (values not reported on Form 4; converted/assumed per merger terms).
  • Notable footnotes: F1–F3 describe the June 10, 2026 merger with Danaher that cancelled outstanding Masimo common stock for $180/ share and provided for assumption/conversion of most RSUs; F4–F8 describe the grant dates and vesting schedules of the RSU awards shown.
  • Shares owned after transaction: the filing does not specify Hataishi’s remaining share/award holdings post-merger on the Form 4.

Context

  • This was not an open-market sale but a merger cash-out and RSU assumption under the Agreement and Plan of Merger — a routine corporate transaction where outstanding common shares were cancelled for cash and most RSUs were converted into awards of the acquirer. Such dispositions reflect merger terms rather than an independent insider decision to sell into the market.

Insider Transaction Report

Form 4Exit
Period: 2026-06-10
Hataishi Paul
SVP, Chief Accounting Officer
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-06-10$180.00/sh13,317$2,397,0600 total
  • Disposition to Issuer

    Restricted Stock Units

    [F4][F3][F1]
    2026-06-106270 total
    Common Stock (627 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F5][F3][F1]
    2026-06-109100 total
    Common Stock (910 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F6][F3][F1]
    2026-06-103,2240 total
    Common Stock (3,224 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F7][F3][F1]
    2026-06-103,3800 total
    Common Stock (3,380 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F8][F3][F1]
    2026-06-103,1340 total
    Common Stock (3,134 underlying)
Footnotes (8)
  • [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 9, 2022, which award of RSUs was to vest as follows: 60% vests on the third anniversary of the grant date, an additional 20% vests on the fourth anniversary of the grant date, and the final 20% vests on the fifth anniversary of the grant date.
  • [F5]Represents the unvested portion of RSUs granted on March 8, 2023, which award of RSUs was to vest ratably over five years.
  • [F6]Represents the unvested portion of RSUs granted on November 16, 2023, which award of RSUs was to vest ratably over five years.
  • [F7]Represents the unvested portion of RSUs granted on March 13, 2025, which award of RSUs was to vest ratably over five years.
  • [F8]Represents the unvested portion of RSUs granted on March 13, 2026, which award of RSUs was to vest ratably over four years.
Signature
/s/ Micah W. Young, Attorney-In-Fact|2026-06-12

Documents

1 file
  • 4
    tm2617401-10_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT