8-K - Masimo Corporation | StockGist

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Masimo Corporation entered into a definitive merger agreement with Danaher Corporation and its subsidiary Mobius Merger Sub, Inc., under which Masimo shareholders will receive $180.00 per share in cash, valuing the deal at $9.9 billion. The transaction is subject to stockholder approval, regulatory clearances, and customary closing conditions, with completion expected in the second half of 2026.

Key Takeaways

1Merger agreement signed February 16, 2026, providing $180.00 cash per Masimo share.

2Total transaction value of $9.9 billion.

3Masimo to become standalone business unit in Danaher's Diagnostics segment.

4Unanimously approved by both companies' boards.

5Closing conditions include Requisite Company Vote, HSR Act clearance, and non-U.S. antitrust approvals.

6Outside date November 16, 2026, extendable to February 16, 2027 for regulatory conditions.

7Voting Agreement with Politan Capital Management LP covering 4,589,648 shares.

8Company termination fee of $305,000,000 in certain circumstances.

Current Report Details

Event Type

Management Change+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On February 16, 2026, Masimo Corporation (the “ Company ”) entered into (i) an Agreement and Plan of Merger (the “

Material Agreement

$180.00

Source Document

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.” and which

Management Change

7.01

and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall

Regulation Fd

9.01

. Financial Statements and Exhibits. (d) The following items are filed as exhibits to this Current Report on Form 8-K. Exhibit No. Description of Exhibits 2.1*

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Masimo Corporation
Consideration: $180.00 per share in cash ($9.9 billion total)
Structure: Merger of Mobius Merger Sub into Masimo

•Expected close H2 2026
•Requisite Company Vote
•Regulatory approvals (HSR, non-U.S. antitrust/FDI)
•No MAE
•Outside date Nov 16, 2026 (extendable)

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Masimo Corporation, Danaher Corporation, Mobius Merger Sub, Inc.

•$180.00 per share cash consideration
•Merger structure: Mobius Merger Sub merges into Masimo with Masimo surviving as wholly-owned Danaher subsidiary
•Termination fee: $305M payable by Masimo in certain circumstances
•Outside date: November 16, 2026 (extendable to February 16, 2027)
•Conditions: stockholder approval, HSR Act clearance, non-U.S. antitrust/FDI approvals, no material adverse effect

Exhibits (4)

10.1

EXHIBIT 10.1

2.1

EXHIBIT 2.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1