What is the purpose of this trading blackout?

The trading blackout is a temporary suspension of certain rights within Danaher's employee benefit plans. It is being implemented in connection with the spin-off of Veralto Corporation to comply with federal regulations (like Sarbanes-Oxley Act Section 306(a) and Regulation BTR) that restrict trading by company insiders and plan participants during significant corporate events that could affect stock value or trading.

Who is affected by this blackout?

The blackout affects participants in specific Danaher employee benefit plans, including the Danaher Corporation & Subsidiaries Savings Plan, the Danaher Corporation & Subsidiaries Puerto Rico Savings Plan, the Danaher Corporation Executive Deferred Incentive Program, the Danaher Deferred Compensation Plan, and the Danaher Excess Contribution Program. Additionally, Danaher's directors and officers subject to Section 16 of the Securities Exchange Act of 1934 are restricted from trading Danaher securities during this period.

When will the blackout period start and end?

The blackout period is expected to commence on September 29, 2023, at 4:00 p.m. Eastern Time, and is anticipated to conclude on October 5, 2023, at 4:00 p.m. Eastern Time.

Will I be able to trade my Danaher stock in my retirement account during the blackout?

During the blackout period, participants in the affected employee benefit plans will be temporarily unable to exercise certain rights related to the Danaher Stock Fund. This means you may not be able to make certain transactions, such as changing your investment allocation or initiating a withdrawal, involving the Danaher Stock Fund until the blackout period ends.

DHR 8-K SEC Disclosure — Aug 31, 2023

Summary

Danaher Corporation (DHR) has filed an 8-K report to inform investors about a temporary trading suspension, commonly known as a "blackout period," affecting its employee benefit plans. This blackout is a direct consequence of the upcoming separation of Veralto Corporation from Danaher, which is scheduled for September 30, 2023. During this period, participants in various Danaher savings and deferred compensation plans will be unable to exercise certain rights related to the Danaher Stock Fund. The blackout period is specifically designed to comply with regulations such as Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR. It will restrict Danaher's directors and Section 16 officers from trading Danaher common stock or related derivative securities during the blackout. This measure is standard procedure when a significant corporate event, like a spin-off, impacts employee stock plans and trading restrictions are necessitated.

Key Highlights

1Danaher is initiating a temporary trading blackout period for its employee benefit plans.
2The blackout is linked to the planned separation (spin-off) of Veralto Corporation from Danaher, expected on September 30, 2023.
3Participants in specific Danaher savings and deferred compensation plans will be temporarily restricted from certain actions within the Danaher Stock Fund.
4The blackout period is scheduled to begin on September 29, 2023, at 4:00 p.m. ET and conclude on October 5, 2023, at 4:00 p.m. ET.
5Directors and Section 16 officers of Danaher will be prohibited from trading Danaher common stock or related derivative securities during this blackout period, subject to limited exemptions.
6This action is in compliance with Section 306(a) of the Sarbanes-Oxley Act and SEC Regulation BTR.

DANAHER CORP /DE/ 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Aug 31, 2023)

Summary

Key Highlights

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