DHR 4.75 04/15/22 A

• Julie Sawyer Montgomery, age 54, will become President and CEO and join the Board and its Executive, Finance, and Science & Technology Committees, effective October 1, 2026.
• She will receive a special Long-Term Growth Award of $20,000,000 in time-vesting non-qualified stock options, vesting 50% on the fourth and 50% on the fifth anniversary of the August 4, 2026 grant date.
• Rainer M. Blair will step down as President and CEO and resign from the Board, effective October 1, 2026, then serve as Senior Advisor through December 31, 2026, and consultant until March 31, 2027.
• The Compensation Committee also approved special equity awards to CFO Matthew Gugino ($12.5M), EVP Christopher P. Riley ($8M), and SVP Jose-Carlos Gutierrez-Ramos ($2.625M), plus awards to Steven and Mitchell Rales.
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5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Second quarter 2026 net earnings were $870 million, or $1.23 per diluted share, up 60% year-over-year.
• Revenues increased 5.5% year-over-year to $6.3 billion; non-GAAP core revenue grew 3.0% (4.5% excluding respiratory testing).
• Operating cash flow was $1.5 billion and non-GAAP free cash flow was $1.3 billion.
• Full year 2026 adjusted diluted EPS guidance raised to $8.45-$8.60 from $8.35-$8.55; Q3 core revenue growth expected at 2.0%-3.0%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offering comprised seven series of senior notes totaling CHF 2,382,940,000 in aggregate principal amount.
• The notes bear fixed interest rates ranging from 1.65% to 2.51% per year, with maturities from 2031 to 2056.
• Interest is payable semi-annually on June 3 and December 3, commencing December 3, 2026.
• The notes are unsecured obligations of the Issuer, fully and unconditionally guaranteed by Danaher, and net proceeds will be used for general corporate purposes.

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events

• At the May 5, 2026 annual meeting, shareholders approved the Amended and Restated Danaher Corporation Omnibus Incentive Plan, which increases the share reserve by 20 million shares and extends the term to May 5, 2036.
• Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 595,609,858 votes for and 35,828,479 against.
• The advisory vote on named executive officer compensation was approved with 553,754,519 votes for and 41,555,863 against.
• The Plan was approved with 553,836,647 votes for and 41,437,418 against, and the Plan document is filed as Exhibit 10.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Net proceeds were approximately €2.98 billion, intended to pay part of the cash consideration for the Masimo acquisition.
• If the Masimo acquisition is not completed by November 16, 2026, or is terminated, Danaher must redeem the fixed-rate notes at 101% of principal plus accrued interest.
• The notes are unsecured senior obligations ranking equally with Danaher's other senior unsecured debt.
• The offering was made under an underwriting agreement dated April 22, 2026, with Citigroup, Merrill Lynch, Barclays, Deutsche Bank, Goldman Sachs, and others.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Non-GAAP adjusted diluted EPS grew 9.5% to $2.06.
• Operating cash flow was $1.3 billion; non-GAAP free cash flow was $1.1 billion.
• Full year 2026 adjusted diluted EPS guidance raised to $8.35-$8.55 from $8.35-$8.50.
• Company announced intention to acquire Masimo Corporation, subject to regulatory approval.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The credit facility expires on April 15, 2027, with an option to convert outstanding loans into term loans due one year later upon payment of a 0.50% fee and satisfaction of certain conditions.
• Borrowings bear interest at Term SOFR plus a margin of 58.5 to 108.5 basis points, or Base Rate plus a margin of 0 to 8.5 basis points, depending on Danaher's credit rating.
• Danaher must maintain a Consolidated Leverage Ratio of 0.65 to 1.00 or less; the facility is unsecured and prepayable without premium or penalty.
• Proceeds are intended for liquidity support for Danaher's U.S. dollar-denominated commercial paper program and general corporate purposes.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The total enterprise value is approximately $9.9 billion, including assumed indebtedness and net of acquired cash.
• The transaction is expected to close in the second half of 2026, subject to regulatory approvals and Masimo shareholder approval.
• Masimo will operate as a standalone company within Danaher's Diagnostics segment upon completion.
• Danaher expects the acquisition to be accretive to adjusted diluted EPS by $0.15–$0.20 in the first full year and ~$0.70 in the fifth full year.

8.01 Other Events · 9.01 Financial Statements and Exhibits