Masimo CORP DEFM14A Filing

Key Financial Figures

• $0.001 — ch share of our common stock, par value $0.001 per share (our "Common Stock"), issued
• $180 — t to receive an amount in cash equal to $180.00, without interest. On February 16,
• $0 — k" refer to the common stock, par value $0.001, of Masimo; all references to the "
• $0.01 — ares of Danaher common stock, par value $0.01 per share, are listed on the New York S

Filing Documents

• tm268869-3_defm14a.htm (DEFM14A) — 2193KB
• lg_centerviewpartners-4c.jpg (GRAPHIC) — 11KB
• lg_eq-4c.jpg (GRAPHIC) — 10KB
• lg_masimo-pn.jpg (GRAPHIC) — 9KB
• px_26masimopxy01pg01-bw.jpg (GRAPHIC) — 288KB
• px_26masimopxy01pg02-bw.jpg (GRAPHIC) — 264KB
• sg_centerviewpartnersllc-bw.jpg (GRAPHIC) — 8KB
• 0001104659-26-038289.txt ( ) — 2977KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 100 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER 103 APPRAISAL RIGHTS 106 HOUSEHOLDING 111 ii TABLE OF CONTENTS Page DEADLINE FOR STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING 112 WHERE YOU CAN FIND MORE INFORMATION 114 Annex Index Annex A: Agreement and Plan of Merger, dated as of February 16, 2026, by and among Masimo Corporation, Danaher Corporation and Mobius Merger Sub, Inc. A-1 Annex B: Voting and Support Agreement, dated as of February 16, 2026, by and among Masimo Corporation, Danaher Corporation, Mobius Merger Sub, Inc. and Politan Capital Management LP. B-1 Annex C: Opinion of Centerview Partners LLC, dated February 16, 2026. C-1 iii TABLE OF CONTENTS SUMMARY This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Merger. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on Masimo included in documents incorporated by reference into this proxy statement, see the section entitled " Where You Can Find More Information " beginning on page 114 of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below. Unless otherwise indicated or as the context otherwise requires, all references to "Masimo", the "Company", "we", "us", or "our" in this proxy statement refer to Masimo Corporation, a Delaware corporation; all references to "Danaher" refer to Danaher Corporation, a Delaware corporation; all references to "Merger Sub" refer to Mobius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Danaher; all references to "Common Stock" refer to the common stock, par value $

View Full Filing

View this DEFM14A filing on SEC EDGAR