MASIMO CORP — fact timeline

MASIMO CORP issued common stock.

“As a result of the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Per Share Merger Consideration.”

MASIMO CORP terminated Credit Agreement with Bank of America, N.A. valued at paid off all obligations owing, and terminated the commitments (effective 2026-06-10).

“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”

MASIMO CORP shareholders approved To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger at the 2026-05-01 meeting.

“Proposal No. 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger (the “ Compensation Proposal ”). The Compensation Proposal was approved by the votes indicated below: For Against Abstentions 34,561,175 1,993,422 458,180”

MASIMO CORP shareholders approved To adopt the Merger Agreement at the 2026-05-01 meeting.

“Proposal No. 1: To adopt the Merger Agreement (the “ Merger Agreement Proposal ”). The Merger Agreement Proposal was approved by the votes indicated below: For Against Abstentions 36,981,681 17,061 14,035”

MASIMO CORP entered into Voting and Support Agreement with Politan Capital Management LP (effective 2026-02-16).

“(ii) a Voting and Support Agreement (the “ Voting Agreement ”), with Parent, Merger Sub and Politan Capital Management LP (“ Politan ”)”

MASIMO CORP entered into Agreement and Plan of Merger with Danaher Corporation and Mobius Merger Sub, Inc. valued at $180.00 in cash, without interest (effective 2026-02-16).

“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 ”)”

MASIMO CORP terminated Refinanced Credit Agreement with CITIBANK, N.A..

“CITIBANK, N.A. was the administrative agent and a lender under the Company’s credit facility terminated in connection with entry into the Credit Facility, as described in Item 1.02 of this Current Report.”

MASIMO CORP entered into Credit Facility valued at $250.0 million (the “Term Loan”) and $750.0 million of ongoing unsecured revolving commitments.

“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.”

MASIMO CORP incurred credit facility of $250.0 million (the "Term Loan") and $750.0 million of ongoing unsecured revolving commitments (the "Revolver") with BANK OF AMERICA, N.A. at Term SOFR, plus a spread of 1.000% to 1.750% maturing December 1, 2030.

“terminated in connection with entry into the Credit Facility, as described in Item 1.02 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”

Bilal Muhsin resigned as Chief Operating Officer at MASIMO CORP.

“On June 6, 2025, Bilal Muhsin, Chief Operating Officer, informed the Company he was resigning to pursue other opportunities, effective July 1, 2025.”

Micah Young changed role as Chief Financial Officer at MASIMO CORP.

“Micah Young, Chief Financial Officer, has recently assumed leadership of the corporate development function in addition to his responsibilities overseeing finance, IT and investor relations.”

Lisa Hellmann was appointed as Chief Human Resources Officer at MASIMO CORP.

“Lisa Hellmann has joined as Chief Human Resources Officer and started on April 21, 2025.”

Huimin Wang was appointed as President, Japan & Asia Pacific at MASIMO CORP.

“Huimin Wang has joined as President, Japan & Asia Pacific and started on May 13, 2025.”

Tim Benner was appointed as Chief Marketing and Strategy Officer at MASIMO CORP.

“Tim Benner has joined as Chief Marketing and Strategy Officer and started on June 9, 2025.”

Tom McClenahan was terminated as Executive Vice President, General Counsel and Corporate Secretary at MASIMO CORP.

“On February 6, 2025, Masimo Corporation (the “ Company ”) terminated the employment of Tom McClenahan, the Company’s Executive Vice President, General Counsel and Corporate Secretary, effective as of February 6, 2025 .”

Robert Chapek resigned as Director at MASIMO CORP.

“On January 30, 2025, Robert Chapek notified the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) of his irrevocable resignation from the Board and all committees thereof, effective as of the date of the 2025 annual meeting of Masimo, which date the Board has not determined at this time.”

Quentin Koffey was appointed as Vice-Chairman of the Board at MASIMO CORP.

“Quentin Koffey will serve in the role of Vice-Chairman of the Board”

Michelle Brennan was appointed as Chairman of the Board at MASIMO CORP.

“has been appointed to the role of Chairman of the Board”

Michelle Brennan departed as Interim Chief Executive Officer at MASIMO CORP.

“Michelle Brennan will cease to serve as Interim Chief Executive Officer of the Company”

Catherine Szyman was appointed as Chief Executive Officer at MASIMO CORP.

“appointed Catherine Szyman, 58, as Chief Executive Officer of the Company, effective as of February 12, 2025”

Tao Levy was terminated as Executive Vice President, Business Development at MASIMO CORP.

“On November 13, 2024, in connection with its strategic shift to refocus on its core healthcare business, Masimo Corporation (the “ Company ”) terminated the employment of Tao Levy, the Company’s Executive Vice President, Business Development.”

Michelle Brennan was appointed as Interim Chief Executive Officer at MASIMO CORP.

“As previously reported, the Board has appointed Michelle Brennan as Interim Chief Executive Officer.”

Joe Kiani was terminated as Chief Executive Officer at MASIMO CORP.

“Following a review by outside counsel, on October 24, 2024, the Board of Directors (the “Board”) of Masimo adopted resolutions to terminate the employment of Masimo’s Chief Executive Officer, Joe Kiani, effective October 24, 2024.”

Wendy E. Lane was appointed as Class III Director at MASIMO CORP.

“On October 16, 2024, the Board of Directors (the “ Board ”) of Masimo Corporation (“ Masimo ”) increased the authorized number of directors on the Board to eight and, in connection with such increase, appointed Timothy J. Scannell and Wendy E. Lane as Class III directors of Masimo, effective October 16, 2024.”

Timothy J. Scannell was appointed as Class III Director at MASIMO CORP.

“On October 16, 2024, the Board of Directors (the “ Board ”) of Masimo Corporation (“ Masimo ”) increased the authorized number of directors on the Board to eight and, in connection with such increase, appointed Timothy J. Scannell and Wendy E. Lane as Class III directors of Masimo, effective October 16, 2024.”

Michelle Brennan was appointed as interim chief executive officer at MASIMO CORP.

“On September 24, 2024, the Board appointed Board member Michelle Brennan to serve as the Company’s interim chief executive officer (“ Interim CEO ”) effective immediately.”

Joe Kiani resigned as Chief Executive Officer at MASIMO CORP.

“The same day, Mr. Joe Kiani delivered a notification (the “ Notice ”) to the Board of Directors (the “ Board ”) of the Company stating his decision to resign from his position of Chief Executive Officer of the Company.”

Bilal Muhsin resigned as Chief Operating Officer at MASIMO CORP.

“On June 26, 2024, Bilal Muhsin, the Chief Operating Officer of Masimo Corporation (the “Company”) sent a letter (the “Muhsin Conditional Resignation Letter”) to Craig Reynolds, the Lead Independent Director of the Company’s Board of Directors, notifying Mr. Reynolds of Mr. Mushin’s intent to resign as the Company’s Chief Operating Officer in the event that Joe Kiani is removed as the Company’s Chairman of the Board and Chief Executive Officer.”

Rolf Classon resigned as Director at MASIMO CORP.

“on May 3, 2024, Rolf Classon notified Masimo’s Board of Directors (the “Board”) of Mr. Classon’s decision to resign from the Board and the Audit Committee of the Board (the “Audit Committee”), effective as of May 10, 2024.”

MASIMO CORP reported first quarter ended March 30, 2024 results: revenue $492.8 million, net income $18.9 million, EPS $0.35 per diluted share. Guidance raised.

“by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Masimo Reports First Quarter 2024 Financial Results First Quarter 2024 Highlights: • Consolidated revenue was $492.8 million; • Healthcare revenue was $339.6 million; • Non-healthcare revenue was $153.2 million; • GAAP net income per diluted share was $0.35; and • Non-GAAP net income per diluted share”

MASIMO CORP reported Full-Year 2023 results: revenue $2,048.1 million, net income $81.5 million, EPS $1.51.

“Consolidated revenue was $2,048.1 million, consisting of healthcare revenue of $1,275.5 million and non-healthcare revenue of $772.6 million. Excluding handheld and fingertip pulse oximeters, shipments of noninvasive technology boards and instruments were 263,000. Consolidated GAAP operating income was $136.5 million. Consolidated non-GAAP operating income (prior definition) was $269.6 million. Consolidated non-GAAP operating income (updated definition) was $313.0 million. Consolidated GAAP net income was $81.5 million, or $1.51 per diluted share.”

MASIMO CORP reported Fourth Quarter 2023 results: revenue $548.9 million, net income $34.0 million, EPS $0.63.

“Consolidated revenue was $548.9 million, comprised of healthcare revenue of $339.9 million and non-healthcare revenue of $209.0 million. Excluding handheld and fingertip pulse oximeters, shipments of noninvasive technology boards and instruments were 58,500. Consolidated GAAP operating income was $44.1 million. Consolidated non-GAAP operating income (prior definition) was $78.6 million. Consolidated non-GAAP operating income (updated definition) was $91.7 million. Consolidated GAAP net income was $34.0 million, or $0.63 per diluted share.”

Adam Mikkelson resigned as Director at MASIMO CORP.

“On February 13, 2024, Adam Mikkelson notified the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) of his decision to resign from the Board and all committees thereof, effective as of February 29, 2024.”

Robert A. Chapek was appointed as Class I director at MASIMO CORP.

“On January 15, 2024, the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) appointed Robert A. Chapek as a Class I director of Masimo.”

MASIMO CORP reported the fourth quarter and full-year ended December 30, 2023 results: revenue Consolidated revenue of $541 million to $551 million. Guidance initiated.

“and full-year ended December 30, 2023 and provided estimates for its full-year 2024 guidance. Preliminary Fourth Quarter 2023 Financial Results: • Consolidated revenue of $541 million to $551 million; • Healthcare revenue of $336 million to $341 million; and • Non-healthcare revenue of $205 million to $210 million. Preliminary Full-Year 2023 Financial Results:”

Rolf A. Classon was appointed as Class II Director at MASIMO CORP.

“On November 3, 2023, the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) appointed Rolf A. Classon as a Class II director of Masimo.”

MASIMO CORP reported Fourth-Quarter 2023 and Full-Year 2023 results: revenue Consolidated revenue $526 to $576 (Q4), Full-Year $2,025 to $2,075, EPS Consolidated net income per diluted share $0.45 to $0.65 (Q4 GAAP), $1.34 to $1.54 (Full-Year GAAP). Guidance reaffirmed.

“The Company provided the following updated estimates for its fourth-quarter 2023 and full-year financial guidance: Guidance Fourth-Quarter 2023 (1) Updated Full-Year 2023 (1) (in millions, except earnings per diluted share) GAAP Non-GAAP GAAP Non-GAAP Consolidated revenue $526 to $576 $526 to $576 $2,025 to $2,075 $2,025 to $2,075”

MASIMO CORP reported third quarter of 2023, ended September 30, 2023 results: net income $10.6 million, EPS $0.20 per diluted share.

“Consolidated GAAP net income was $10.6 million, or $0.20 per diluted share.”

MASIMO CORP reported second quarter of 2023, ended July 1, 2023 results: revenue $455.3 million, net income $15.7 million, or $0.29 per diluted share, EPS $0.29 per diluted share.

“by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Masimo Reports Second Quarter 2023 Financial Results Second Quarter 2023 Highlights • Consolidated revenue was $455.3 million; • Healthcare revenue was $281.1 million; • Non-healthcare revenue was $174.2 million; • GAAP net income per diluted share was $0.29; and • Non-GAAP net income per diluted share”

MASIMO CORP reported fiscal year 2023 results: revenue healthcare revenue guidance reduced to lower end of $1.30 billion; non-healthcare revenue guidance reduced to $800 milli. Guidance lowered.

“We currently expect to reduce the lower end of full year revenue guidance for the healthcare business to $1.30 billion from $1.45 billion. We are still evaluating the upper end of revenue guidance for the healthcare business, but it could be materially higher than the lower end of the range, as we are still targeting our original guidance. We also expect to reduce annual revenue guidance for the non-healthcare business to $800 million to $850 million from $965 million to $995 million.”

MASIMO CORP reported second quarter ended July 1, 2023 results: revenue consolidated revenue expected to range from $453 million to $457 million.

“Masimo expects its consolidated revenue for the second quarter 2023 to range from $453 million to $457 million, with healthcare revenue expected to range fro m $280 million to $282 million and non-healthcare revenue expected to range fro m $173 million to $175 million .”

MASIMO CORP: Amendment to provide for phased-in declassification of the board of directors (effective 2023-06-28).

“At the Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to provide for the phased-in declassification of the Company’s board of directors. A description of the Amendment is provided in “Proposal 5 – To Approve an Amendment to the Amended and Restated Certificate of Incorporation to Provide For the Phased-In Declassification of Our Board of Directors” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2023, as amended (the “Proxy Statement”), which description and text are incorporated herein by reference. The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, 2023 (the “Certificate of Amendment”).”

MASIMO CORP shareholders rejected To approve a stockholder proposal to repeal any provision of, or amendment to, the Company’s Bylaws adopted by the Board of Directors without stockholder approval subsequent to April 20, 2023 and up to and including the date of the Meeting. at the 2023-06-26 meeting.

“Proposal No. 7 : To approve a stockholder proposal to repeal any provision of, or amendment to, the Company’s Bylaws adopted by the Board of Directors without stockholder approval subsequent to April 20, 2023 and up to and including the date of the Meeting. For Against Abstentions Broker Non Votes 35,628,473 11,090,338 563,685 415,719 In order to be approved, this proposal required the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all of the then-outstanding shares of our common stock entitled to vote generally in the election of directors, voting together as a single class. Accordingly, the stockholder proposal was not approved by the Company’s stockholders.”

MASIMO CORP shareholders approved To provide an advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven. at the 2023-06-26 meeting.

“Proposal No. 6 : To provide an advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven. For Against Abstentions Broker Non Votes 39,758,625 6,757,321 642,154 — The Company’s stockholders voted for the advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven.”

MASIMO CORP shareholders approved To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. at the 2023-06-26 meeting.

“Proposal No. 5 : To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. For Against Abstentions Broker Non Votes 46,669,313 43,536 569,647 415,719 The Company’s stockholders voted for the amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors.”

MASIMO CORP shareholders approved To provide an advisory vote on the frequency of future advisory votes to approve named executive officer compensation. at the 2023-06-26 meeting.

“Proposal No. 4 : To provide an advisory vote on the frequency of future advisory votes to approve named executive officer compensation. Every Year (annual vote) Every Other Year (biennial vote) Every Three Years (triennial vote) Abstentions Broker Non Votes 46,362,848 23,882 343,895 551,871 415,719 The Company’s stockholders voted to approve, on an advisory basis, that the advisory vote to approve named executive officer compensation occurs every year . In light of the Company’s prior practice of annual advisory votes to approve named executive officer compensation and the vote of the stockholders, the Company will continue the practice of holding advisory votes to approve named executive officer compensation every year.”

MASIMO CORP shareholders approved To provide an advisory vote to approve the compensation of the Company’s named executive officers. at the 2023-06-26 meeting.

“Proposal No. 3 : To provide an advisory vote to approve the compensation of the Company’s named executive officers. For Against Abstentions Broker Non Votes 25,947,310 20,662,682 672,504 415,719 The Company’s stockholders vote d for the adv isory vote to approve the compensation of the Company’s named executive officers .”

MASIMO CORP shareholders approved To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. at the 2023-06-26 meeting.

“Proposal No. 2: To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. For Against Abstentions Broker Non Votes 46,077,127 1,112,566 508,522 — The Company’s stockholders voted to approve the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm.”

MASIMO CORP reported first quarter of 2023 results: revenue $565.0 million, net income $21.3 million, EPS $0.39 per diluted share. Guidance reaffirmed.

“asimo Reports First Quarter 2023 Financial Results First Quarter 2023 Highlights • Consolidated revenue was $565.0 million; • Healthcare revenue was $346.7 million, representing 14.0% reported growth and 15.8% constant currency growth; • Non-healthcare revenue was $218.3 million; • GAAP earnings per diluted share was $0.39; and • Non-GAAP earnings per diluted share was $0.87.”

MASIMO CORP: Masimo Corp amended its Fifth Amended and Restated Bylaws to extend the deadline for stockholders to give notice of director nominations and submit proposals for the 2023 Annual Meeting from April 24, 2023 to May 1, 2023 (effective 2023-04-20).

“On April 20, 2023, the Board of Directors (the “Board”) of Masimo Corporation, a Delaware corporation (the “Corporation”) approved and adopted an amendment to the Corporation’s Fifth Amended and Restated Bylaws (the “Amendment”), which extends the deadline for stockholders to give notice of their intention to nominate directors to stand for election and to submit stockholder proposals for consideration at the 2023 Annual Meeting of Stockholders, from 6:00 p.m. local time in Wilmington, Delaware on April 24, 2023 to 6:00 p.m. local time in Wilmington, Delaware on May 1, 2023.”