DHR Danaher Corp /De/ - 8-K

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Reference is made to the disclosure set forth under Item 8.01 below, which is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

On June 3, 2026, Danaher Corporation, a Delaware corporation (the “Company”), and its wholly owned subsidiary DH Masi Finance Inc., a Delaware corporation (the “Issuer”), entered into a note purchase and guaranty agreement among the Company, the Issuer and the institutional accredited investors named therein (the “Note Purchase Agreement”), relating to the issuance and sale of (i) CHF 119,500,000 aggregate principal amount of the Issuer’s 1.65% Senior Notes, Series A due June 3, 2031 (the “Series A Notes”), (ii) CHF 137,410,000 aggregate principal amount of the Issuer’s 1.88% Senior Notes, Series B due June 3, 2033 (the “Series B Notes”), (iii) CHF 221,300,000 aggregate principal amount of the Issuer’s 2.10% Senior Notes, Series C due June 3, 2036 (the “Series C Notes”), (iv) CHF 372,660,000 aggregate principal amount of the Issuer’s 2.25% Senior Notes, Series D due June 3, 2038 (the “Series D Notes”), (v) CHF 648,010,000 aggregate principal amount of the Issuer’s 2.38% Senior Notes, Series E due June 3, 2041 (the “Series E Notes”), (vi) CHF 502,060,000 aggregate principal amount of the Issuer’s 2.51% Senior Notes, Series F due June 3, 2046 (the “Series F Notes”), and (vii) CHF 382,000,000 aggregate principal amount of the Issuer’s 2.50% Senior Notes, Series G due June 3, 2056 (the “Series G Notes” collectively with the Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes, the Series E Notes and the Series F Notes, the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. Closing of the issuance and sale of the Notes occurred on June 3, 2026. The net proceeds from the sale of the Notes are expected to be used for general corporate purposes of the Company and the Issuer (including working capital expenditures, acquisitions and share repurchases).

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants, events of default, prepayment and other standard terms and conditions, many of which are generally consistent with terms and conditions of the Company’s other debt obligations, including, but not limited to, those under its existing credit facilities.

The Series A Notes will mature on June 3, 2031 and bear a fixed interest rate of 1.65% per year. The Series B Notes will mature on June 3, 2033 and bear a fixed interest rate of 1.88% per year. The Series C Notes will mature on June 3, 2036 and bear a fixed interest rate of 2.10% per year. The Series D Notes will mature on June 3, 2038 and bear a fixed interest rate of 2.25% per year. The Series E Notes will mature on June 3, 2041 and bear a fixed interest rate of 2.38% per year. The Series F Notes will mature on June 3, 2046 and bear a fixed interest rate of 2.51% per year. The Series G Notes will mature on June 3, 2056 and bear a fixed interest rate of 2.50% per year. Interest on each series of Notes is payable semi-annually on June 3 and December 3 of each year, commencing December 3, 2026. The Notes are unsecured obligations of the Issuer and are fully and unconditionally guaranteed by the Company.