Brennan Michelle 4

4 · MASIMO CORP · Filed Jun 12, 2026

AI-generated summary of this filing

Updated Jun 12, 2026

Masimo (MASI) Chair Michelle Brennan Sells 9,309 Shares

What Happened

Michelle Brennan, Chair of Masimo's Board and a company director, had 9,309 shares of Masimo common stock canceled and converted into cash at $180.00 per share (total $1,675,620) and 1,119 restricted stock units (RSUs) of the director award converted into cash (1,119 × $180 = $201,420). These dispositions were recorded as "D" (disposition to the issuer) because they occurred at the effective time of Masimo's merger into Danaher on June 10, 2026.

Key Details

Transaction date: June 10, 2026; Form 4 filed June 12, 2026 (timely filing).
Share-by-share details: 9,309 shares disposed at $180.00 per share = $1,675,620; 1,119 RSUs converted at $180.00 per share = $201,420. Total cash received ≈ $1,877,040.
Transaction code: "D" — disposition to the issuer (shares/RSUs canceled and converted to cash under the merger agreement).
Shares owned after transaction: Not specified in the Form 4 filing.
Relevant footnotes from the filing:
- The transactions occurred at the effective time of the Merger with Danaher (Agreement and Plan of Merger dated Feb 16, 2026).
- Each outstanding share (with limited exceptions) was canceled and converted into the right to receive $180.00 per share.
- Non-employee director RSUs were canceled and converted into the same per-share cash consideration.
- The 1,119 RSUs represent the unvested portion of an award granted April 23, 2026 (vesting scheduled for the earlier of one year from grant or the next annual meeting).

Context

These are merger-driven cash conversions (not open-market sales). The common stock and certain RSUs were canceled in the corporate transaction and converted into cash consideration of $180 per share.
Such filings reflect transaction mechanics of the acquisition rather than an individual insider choosing to sell on the open market; they do not, by themselves, indicate a personal view on the company’s prospects.

Form 4Exit

Period: 2026-06-10

DirectorOther

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-06-10$180.00/sh−9,309$1,675,620→ 0 total
Disposition to Issuer
Restricted Stock Units
[F4][F3][F1]
2026-06-10−1,119→ 0 total
→ Common Stock (1,119 underlying)

Footnotes (4)

[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") held by the Issuer's non-employee directors was canceled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.
[F4]Represents the unvested portion of RSUs granted on April 23, 2026, which award of RSUs was to vest on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders following the date of grant.

Signature

/s/ Micah W. Young, Attorney-In-Fact|2026-06-12

1 file