Brennan Michelle 4

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.