MASIMO CORP

false --01-02 0000937556 0000937556 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2026 MASIMO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33642 33-0368882 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 52 Discovery , Irvine , California 92618 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 949 ) 297-7000 Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value MASI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ INTRODUCTORY NOTE On June 10, 2026 (the “ Closing Date ”), Danaher Corporation, a Delaware corporation (“ Parent ”), completed the previously announced acquisition of Masimo Corporation, a Delaware corporation (the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of February 16, 2026 (the “ Merger Agreement ”), by and among the Company, Parent, and Mobius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) by the Company on February 17, 2026 and the definitive proxy statement filed with the SEC by the Company on April 1, 2026 (the “ Proxy Statement ”). Item 1.02 Termination of a Material Definitive Agreement. In connection with the consummation of the Merger, on the Closing Date, the Company paid off all obligations owing, and terminated the commitments, under that certain Credit Agreement, dated as of December 1, 2025, by and among the Company, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent (the “ Credit Agreement ”). In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full and all guarantees in respect of any obligations under the Credit Agreement were terminated and released. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share (“ Common Stock ”), of the Company (each, a “ Share ”) issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or the Company, (ii) Shares owned by any wholly owned subsidiary of Parent (other than Merger Sub) or any wholly owned subsidiary of the Company and (iii) Shares in respect of which appraisal has been duly demanded, and not effectively withdrawn or otherwise waived or lost, pursuant to Section 262 of the General Corporation Law of the State of Delaware) was automatically cancelled, 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 ”). In addition, pursuant to the Merger Agreement, at the Effective Time: (i) each option to purchase Shares (each, an “ Option ”) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive, for each Share subject to such Option, the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Option, less any applicable tax withholding; (ii) each restricted stock unit award granted under the Company’s stock plans or otherwise (each, an “ RSU ”) that was outstanding as of immediately prior to the Effective Time, other than RSUs held by non-employee directors, was assumed by Parent and converted into a number of Parent restricted stock units equal to the product of the number of shares of Parent common stock equal to the number of Shares underlying the RSU immediately prior to the Effective Time multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume weighted average trading price per share of Parent common stock for the ten trading day period ending on and including the Closing Date, with the same terms and conditions as applied to such RSU immediately prior to the Effective Time. Following the Effective Time, the converted Parent restricted stock units are subject to partial or full double-trigger acceleration; (iii) each RSU held by a non-employee director of the Company that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive the Per Share Merger Consideration; and (iv) each performance stock unit granted under the Company’s stock plans or otherwise (each, a “ PSU ”) that was outstanding as of immediately prior to the Effective Time, as determined at target performance, was cancelled and converted into the right to receive the product of (a) the Per Share Merger Consideration and (b) the number of Shares underlying such PSU, without interest and less any applicable tax withholding. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. On the day prior to the Closing Date, the Company notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the expected consummation of the Merger and requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 the next day with respect to delisting and deregistering the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Common Stock ceased trading prior to the opening of the market on the Closing Date, an