MASIMO CORP

Masimo Corp. has completed its merger, resulting in the company becoming a wholly-owned subsidiary. Each outstanding share of common stock was converted into the right to receive $180.00 in cash. Concurrently, Masimo initiated the delisting of its shares from Nasdaq and terminated its Credit Agreement, paying off all outstanding obligations. An executive separation and consulting agreement was also executed, detailing severance benefits and equity treatment.

Masimo Corporation announced a definitive merger agreement with Danaher Corporation, where Masimo shareholders will receive $180.00 in cash per share. The merger was approved by Masimo stockholders on May 1, 2026, and is expected to close in 2026. Concurrently, Masimo reported strong financial results for the first quarter ended April 4, 2026, with total revenue increasing to $403.6 million and net income reaching $57.1 million, a substantial turnaround from a net loss in the prior year period.

Masimo Corporation stockholders approved the Agreement and Plan of Merger with Danaher Corporation at a special meeting held on May 1, 2026. Under the terms, Masimo will become a wholly owned subsidiary of Danaher, with shareholders receiving $180.00 in cash per share. Stockholders also approved, on an advisory basis, the merger-related compensation for named executive officers. The merger is subject to regulatory approvals and is expected to close in 2026.

Masimo filed an Amendment No. 1 to its Form 10-K for fiscal year 2025 to include previously omitted Part III information, detailing directors, executive officers, corporate governance, and executive compensation. The filing also disclosed a merger agreement with Danaher Corporation on February 16, 2026, under which Masimo will be acquired. For fiscal 2025, the company's annual cash bonus was earned at 113% of target, while 2023 PSUs were earned at 18% of target.

Masimo Corporation has disclosed that three lawsuits have been filed by purported stockholders against the company and its Board of Directors. These actions challenge the adequacy of certain disclosures made in the definitive proxy statement related to the previously announced merger with Danaher Corporation. The special meeting for Masimo stockholders to vote on the merger is still scheduled for May 1, 2026.