DANAHER CORP /DE/·4

Feb 4, 5:00 PM ET

Blair Rainer 4

4 · DANAHER CORP /DE/ · Filed Feb 4, 2026

Research Summary

AI-generated summary of this filing

Updated

Danaher CEO Blair Rainer Sells Shares for Taxes, Receives RSU Award

What Happened Blair Rainer, President & CEO and a Director of Danaher (DHR), had 7,750 shares disposed (withheld/sold) at $223.42 for tax withholding, generating about $1,731,505, and simultaneously received 1,834.7 shares as a derivative award (performance-based restricted stock units) priced at $228.92, valued at $420,000. The disposal reflects tax withholding linked to the RSU distribution rather than an open-market sale for investment purposes.

Key Details

  • Transactions date: 2026-02-02 (reported on Form 4 filed 2026-02-04).
  • Disposal (code F): 7,750 shares @ $223.42 = $1,731,505 (withheld/sold to cover taxes).
  • Award/Acquisition (code A, derivative): 1,834.7 shares @ $228.92 = $420,000 (performance-based RSUs).
  • Net immediate share change from these entries: a reduction of ~5,915.3 shares (7,750 disposed vs 1,834.7 received).
  • Shares owned after the transactions: not specified in the provided excerpt of the filing.
  • Footnotes: F1 — withholding of shares for taxes in connection with performance-based RSU distribution. F2–F4 describe Danaher’s deferred compensation/notional share program and vesting/distribution rules (as summarized in the company proxy).
  • Filing timeliness: Form 4 was filed two days after the transaction date (appears timely under standard Form 4 rules).

Context

  • The acquisition reflects the distribution of performance-based RSUs; the disposal was a tax-withholding action tied to that distribution (routine administrative step), not necessarily a discretionary sale indicating sentiment.
  • Codes: F = tax withholding/disposition; A = grant/award (derivative). No option exercise or open-market purchase was reported in this filing.

Insider Transaction Report

Form 4
Period: 2026-02-02
Blair Rainer
DirectorPresident & CEO
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-02-02$223.42/sh7,750$1,731,50511,948 total
  • Award

    Danaher Deferred Compensation Programs - Danaher Stock Fund

    [F2][F3][F4]
    2026-02-02$228.92/sh+1,834.7$420,00017,660.246 total
    Exercise: $0.00Common Stock (1,834.7 underlying)
Holdings
  • Common Stock

    (indirect: By Trust)
    58,255
Footnotes (4)
  • [F1]This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.
  • [F2]Represents the Company's annual contribution to the Danaher stock fund in the reporting person's account under one or more of the plans that form part of Danaher's deferred compensation program. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date used to determine the number of notional shares to be credited to the participant's account.
  • [F3]The notional shares convert on a one-for-one basis.
  • [F4]The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the latest Danaher Corporation annual meeting proxy statement on Schedule 14A as filed with the Securities and Exchange Commission.
Signature
/s/ James F. O'Reilly, attorney-in-fact for Rainer Blair|2026-02-04

Documents

1 file
  • 4
    wk-form4_1770242422.xmlPrimary

    FORM 4