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DANAHER CORP /DE/ 8-K Report, Corporate Update (Feb 17, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 17, 2026
Period End
February 16, 2026
Security
DHR
In the record · 2016–202610-K1110-Q328-K138

DHR filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 138 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’18Mar ’18
  2. Material agreement8-K · Jun ’20Jun ’20
  3. Leadership change8-K · Jun ’22Jun ’22
  4. Leadership change8-K · Feb ’25Feb ’25

01—Abstract

Summary

Summary of the 8-K filed February 17, 2026. Cited figures are marked; the original filing is the authoritative source.

Danaher Corporation (NYSE: DHR) has agreed to acquire Masimo Corporation (NASDAQ: MASI), a provider of pulse oximetry and patient monitoring solutions primarily used in acute care settings, for $180.00a per share in cash.

The transaction carries an implied total enterprise value of approximately $9.9 billionb, including assumed indebtedness and net of acquired cash. Danaher cites a transaction multiple of roughly 18x estimated 2027 EBITDA, or about 15x including the full benefit of expected annual synergies. The Merger Agreement is dated February 16, 2026, and was announced via press release on February 17, 2026.

Masimo will become a wholly owned subsidiary of Danaher and a standalone operating company within its Diagnostics segment. For investors, the deal's financial profile centers on accretion and synergies. Danaher expects Masimo to be accretive to adjusted diluted EPS by $0.15 to $0.20c in the first full year and approximately $0.70 in the fifth full year, and projects Masimo's 2027 EBITDA at more than $530 million under Danaher ownership.

Management targets more than $125 milliond of annual cost synergies and more than $50 million of annual revenue synergies by the fifth full year after closing. Danaher plans to fund the purchase with cash on hand and debt financing, which will add leverage to its balance sheet. The filing does not disclose the premium paid or the size of any termination fee.

Closing is expected in the second half of 2026 and is subject to the expiration of the HSR waiting period, certain non-U.S. antitrust and foreign direct investment approvals, and approval by Masimo stockholders. Key risks include regulatory review, the possibility of competing bids, stockholder litigation, and the failure to realize expected synergies. Note that the non-GAAP figures cited (adjusted EPS, core revenue growth, EBITDA) are not reconciled to GAAP in the release.

02—Key points

Key Highlights

  1. Danaher to acquire all outstanding Masimo common stock for $180.00 per share in cash (total enterprise value of approximately $9.9 billion)
  2. Implied transaction multiple of approximately 18x estimated 2027 EBITDA, or about 15x including full expected annual synergies
  3. Masimo expected to be accretive to adjusted diluted EPS by $0.15–$0.20 in the first full year and about $0.70 in the fifth full year
  4. Expected annual synergies of more than $125 million in cost and more than $50 million in revenue by the fifth full year after closing
  5. Masimo projected to generate more than $530 million of EBITDA in 2027 under Danaher ownership
  6. Funding via cash on hand and debt financing; closing expected in the second half of 2026 subject to HSR, non-U.S. antitrust/FDI approvals, and Masimo shareholder approval
  7. Masimo will be integrated as a standalone operating company within Danaher's Diagnostics segment alongside Radiometer, Leica Biosystems, Cepheid and Beckman Coulter Diagnostics

03—Questions

Frequently Asked Questions

  1. How much is Danaher paying for Masimo?

    Danaher is paying $180.00 per Masimo share in cash, for a total enterprise value of approximately $9.9 billion including assumed indebtedness and net of acquired cash.

  2. When is the deal expected to close and what could prevent it?

    Danaher expects the transaction to close in the second half of 2026. Closing depends on the expiration of the HSR waiting period, receipt of certain non-U.S. antitrust and foreign direct investment approvals, and approval by Masimo stockholders. Other risks include competing offers, stockholder litigation, and termination events that could require Masimo to pay a termination fee.

  3. How will Danaher finance the acquisition?

    Danaher expects to fund the acquisition using cash on hand and proceeds from debt financing. The filing does not specify the split between the two sources.

  4. What financial impact does Danaher expect from the deal?

    Danaher expects Masimo to be accretive to adjusted diluted EPS by $0.15 to $0.20 in the first full year and about $0.70 in the fifth full year, with Masimo generating more than $530 million of EBITDA in 2027. These are non-GAAP projections that are not reconciled to GAAP measures.

  5. What synergies does Danaher anticipate?

    Danaher expects more than $125 million of annual cost synergies and more than $50 million of annual revenue synergies by the fifth full year following completion of the acquisition.

04—Continue

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