DANAHER CORP /DE/ 8-K

What Happened
Danaher Corporation announced on February 17, 2026 that it entered into an Agreement and Plan of Merger dated February 16, 2026 to acquire Masimo Corporation. Under the deal Danaher will pay $180.00 per share in cash for all outstanding Masimo common stock. At closing, Danaher’s wholly owned subsidiary Mobius Merger Sub, Inc. will merge into Masimo, with Masimo surviving as a wholly owned subsidiary of Danaher.

Key Details

• Purchase price: $180.00 per share in cash.
• Agreement date: Merger Agreement dated February 16, 2026; press release filed February 17, 2026.
• Transaction structure: Merger Sub merges into Masimo; Masimo survives as Danaher’s wholly owned subsidiary.
• Closing conditions: customary conditions including expiration of the Hart‑Scott‑Rodino waiting period and receipt of required non‑U.S. antitrust and foreign direct investment approvals.
• Next steps: Danaher and Masimo will file required SEC materials (including Masimo’s proxy statement); Masimo will mail a definitive proxy statement and proxy card to its shareholders.

Why It Matters
This is a definitive cash acquisition that would transfer ownership of Masimo to Danaher if regulatory approvals and any required shareholder actions are obtained. Masimo shareholders will ultimately receive $180 per share in cash if the merger closes, subject to the conditions noted in the filing. Investors should watch for the forthcoming proxy materials and regulatory filings for timing, any required shareholder votes, and further details; both companies’ SEC filings will contain the official terms and updates.