Catherine Szyman, Gregory Meehan, Charles Dadswell: Executives resigned their employment and board positions in connection with a Merger.

Termination of a Material Definitive Agreement. In connection with the consummation of the Merger, on the Closing Date, the Company paid off all obligations owing, and terminated the commitments, under that certain Credit Agreement, dated as of December 1, 2025, by and among the Company, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent (the “ Credit Agreement ”). In connection with the termination of the Credit Agreement, on the Closing Date, all…

On the day prior to the Closing Date, the Company notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the expected consummation of the Merger and requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 the next day with respect to delisting and deregistering the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Common Stock ceased trading prior to the opening of the market on the Clo…

As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent. Parent funded the acquisition with cash on hand.

Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share (“ Common Stock ”), of the Company (each, a “ Share ”) issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or the Company, (ii) Shares owned by any wholly owned subsidiary of Parent (other than Merger Sub) or any wholly owned subsidiary of the Company and (iii) Shares in respect…

Other Events. As previously disclosed, on February 16, 2026, Masimo Corporation, a Delaware corporation (“Masimo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Masimo, Danaher Corporation, a Delaware corporation (“Danaher”), and Mobius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Danaher (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Masimo (the “Merger”), with Masimo surviving the…

Entry into a Material Definitive Agreement. On February 16, 2026, Masimo Corporation (the “ Company ”) entered into (i) an Agreement and Plan of Merger (the “ Merger Agreement ”) with Danaher Corporation, a Delaware corporation (“ Parent ”), and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company continuing as the survivi…

The filing is primarily about securities holdings and forward-looking statements related to a merger, not a management change.

Results of Operations and Financial Condition. On January 12, 2026, Masimo Corporation (the “Company”) issued a press release announcing select preliminary financial results for the fourth quarter and full-year ended January 3, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The preliminary financial information presented in this press release is based on the Company’s current expectations and may be adjusted as a result of, among other things, completio…

.... Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. On December 1, 2025, i n connection with the Refinancing, the Company entered into a Credit Agreement (the “Credit Facility”) with financial institutions party thereto as initial lenders and issuing banks (collectively, the “Initial Lenders”), BANK OF AMERICA, N.A. as Administrative Agent, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., U.S. BANK NATIONAL A…

Entry into a Material Definitive Agreement. The information contained in

of this Current Report. The Credit Facility provides for an unsecured term loan of $250.0 million (the “Term Loan”) and $750.0 million of ongoing unsecured revolving commitments (the “Revolver”), with an option, subject to certain conditions, for the Company to increase the aggregate borrowing capacity by an additional $400.0 million (plus additional unlimited amounts if certain incurrence tests are met) in the future with the Initial Lenders and additional lenders, as required. The Credit Fa…

of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incor…

Completion of Acquisition or Disposition of Assets. As previously disclosed, on May 6, 2025, Masimo Corporation (the “ Company ”) entered into a definitive Stock Purchase Agreement (the “ Agreement ”) with Harman International Industries, Incorporated, a Delaware corporation (“ Buyer ”), pursuant to which the Company agreed to sell and transfer to Buyer all of the Company’s equity interests in Viper Holdings Corporation, a Delaware corporation (together with its subsidiaries, “ Sound United ”…

Director — William Jellison: A board member resigned without disagreement, representing a standard departure of a director rather than a senior executive loss.

of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

COO — Bilal Muhsin: The Chief Operating Officer resigned to pursue other opportunities, and the company explicitly stated it will not replace the role, representing a significant loss of senior leadership.

of Form 8-K on May 6, 2025, on April 27, 2025, the Company identified unauthorized activity on the Company’s on-premise network and, upon detection, activated its incident response protocols and implemented containment measures. The Company promptly commenced an investigation and has been actively working to assess, mitigate, and remediate the incident with the assistance of third-party cybersecurity professionals. The Company has also notified and coordinated with law enforcement. At this ti…

Entry into a Material Definitive Agreement. The Agreement and the description thereof set forth in this Form 8-K has been included to provide investors with information regarding the terms of the Agreement. They are not intended to provide any other factual information about the Company, Buyer, Sound United or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dat…

Other Events. On April 27, 2025, Masimo Corporation (the “Company” or “we”) identified unauthorized activity on the Company’s on-premise network. Upon detection, we activated our incident response protocols and implemented containment measures, including proactively isolating impacted systems. We promptly commenced an investigation and are actively working to assess, mitigate, and remediate the incident with the assistance of third-party cybersecurity professionals. The Company has also notif…

of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incor…

Entry into a Material Definitive Agreement. On May 6, 2025, Masimo Corporation (the “ Company ”) entered into a definitive Stock Purchase Agreement (the “ Agreement ”) with Harman International Industries, Incorporated, a Delaware corporation (“ Buyer ”), pursuant to which the Company has agreed to sell and transfer to Buyer all of the Company’s equity interests in Viper Holdings Corporation, a Delaware corporation (together with its subsidiaries, “ Sound United ”), which owns and operates th…