Masimo Corp Files 8-K: Regulation FD Disclosure & Exhibits

TL;DR

MASI filed an 8-K, standard disclosure stuff, no major news.

AI Summary

Masimo Corporation filed an 8-K on August 16, 2024, to report a Regulation FD Disclosure and Financial Statements and Exhibits. The filing does not contain specific details about new financial results or material events beyond its classification as a current report.

Why It Matters

This filing indicates Masimo Corporation is providing required disclosures and exhibits to the SEC, which is standard procedure for public companies.

Risk Assessment

Risk Level: low — The filing is a routine disclosure and does not contain information that suggests a significant change in the company's risk profile.

Key Players & Entities

• Masimo Corporation (company) — Registrant
• 0000937556 (company) — Central Index Key
• DE (company) — State of Incorporation
• 001-33642 (company) — SEC File Number
• 33-0368882 (company) — IRS Employer Identification No.
• August 16, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value MASI The Nasdaq Stock Mar
• $8 — best path to meet its long-term goal of $8 earnings per share in five years. Masim

Filing Documents

• ea0211630-8k_masimo.htm (8-K) — 36KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-069960.txt ( ) — 216KB
• masi-20240816.xsd (EX-101.SCH) — 3KB
• masi-20240816_lab.xml (EX-101.LAB) — 33KB
• masi-20240816_pre.xml (EX-101.PRE) — 22KB
• ea0211630-8k_masimo_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure Update on Potential Separation of Consumer Business As Masimo Corporation ("Masimo") previously disclosed, Masimo entered into a non-binding term sheet with a third party (the "Potential JV Partner") pursuant to which Masimo would sell the majority stake of its consumer audio and consumer health businesses to a joint venture (the "Potential JV") and the Potential JV Partner would make a cash payment to Masimo and also contribute cash to the Potential JV. The Potential JV Partner subsequently provided to Masimo a non-binding term sheet confirmation regarding the Potential JV (the "Term Sheet Confirmation"). In connection with the Term Sheet Confirmation, Masimo agreed to grant the Potential JV Partner a one-time extension of the parties' exclusivity arrangement with respect to the Potential JV to mid-August. The exclusivity period has expired, but Masimo and the Potential JV Partner are actively continuing their discussions and negotiations regarding the Potential JV without exclusivity. Masimo has separately received unsolicited inbound requests from other potential acquirors of its consumer audio business. In parallel with Masimo's continued discussions with the Potential JV Partner, with the expiration of Masimo's prior exclusivity restrictions, Masimo, through its financial advisor, Morgan Stanley, intends to commence discussions with the parties. Masimo's Board of Directors will seek and evaluate the optimal value-maximizing structure of the separation of Masimo's consumer business, including a joint venture, spin-off of the consumer business into a new public company or complete sale of the consumer audio business, either with or without the consumer health business. In all cases, Masimo would retain its professional healthcare and telehealth/telemonitoring products. As stated during Masimo's conference call to discuss the company's second quarter 2024 results, Masimo intends to act decisively to execute on separating

Forward-Looking Statements

Forward-Looking Statements This Form 8-K includes forward-looking Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding the Potential JV, the status of ongoing discussions between Masimo and the Potential JV Partner, the ability of the parties to enter into the Potential JV and the Potential JV Partner's interest in acquiring a majority of Masimo's consumer business, the terms of the Potential JV transaction or any other potential separation of Masimo's consumer business, including a possible spin-off of the consumer business, the status of ongoing discussions between Masimo and other potential joint venture partners or acquirors of its consumer audio and consumer health businesses, the ability of the parties to enter into a potential transaction, the terms of a potential transaction with such other potential joint venture partners or acquirors or any other potential separation of Masimo's consumer business, including a possible spin-off of the consumer business (each potential transaction involving the separation of Masimo's consumer business, including the Potential JV transaction, the "Potential Separation"), and any expectation of earnings, revenues or other financial items related to the Potential Separation, the expectation that the proposed separation will maximize stockholder value or be the best path for success, Masimo's earnings per share target and Masimo's expectation around providing stockholders with further updates regarding the Potential Separation. These forward-looking statements are based on current expectations about future events affecting Masimo and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond Masimo's control and could cause Masimo's actual results to differ materially and adversely from tho

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) The following item is filed as an exhibit to this Form 8-K. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MASIMO CORPORATION Date: August 16, 2024 By: /s/ MICAH YOUNG Micah Young Executive Vice President & Chief Financial Officer (Principal Financial Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR