Danaher (DHR) 10-K risk factor changes: FY2025 vs FY2024

Our business is sensitive to general economic conditions, such as [removed: the] elevated inflation and interest rates [added: that have been] experienced in domestic and international markets in recent years as well as the [removed: market] [added: policy] disruptions and uncertainties that have followed the [removed: recent] [added: 2025] change in administration in the [removed: U.S..][added: U.S. Our operational costs, including the cost of energy, materials, labor, distribution and our other operational and facilities costs are subject to market conditions, including inflationary pressures.]

In addition to inflation and interest rates, slower economic growth in the domestic and/or international markets, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies (including as a result of the [removed: recent] [added: 2025] change in administration in the U.S.), government stimulus measures and the anticipation thereof, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration or government shut-downs, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of:

- reducing demand for our products and [removed: services (in this Annual Report, references to products and services also includes software),] [added: services,] limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;

- correctly identify customer needs and [removed: preferences and] [added: preferences,] predict future needs and [removed: preferences;][added: preferences, anticipate and respond to our competitors’ innovation and allocate R&D funding accordingly;]

- innovate and develop new technologies and [removed: applications, and] [added: applications] acquire or obtain rights to third-party technologies that may have valuable applications in our served [removed: markets;][added: markets and convince customers to adopt new technologies;]

- successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; [added: and]

- obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where applicable as well as achieving third-party [removed: reimbursement); and][added: reimbursement).]

It is still unclear whether and to what extent these new rates will affect overall pricing and reimbursement for clinical laboratory testing services, but to the extent our customers conclude that Medicare reimbursement for these services is inadequate, it can [removed: in turn] adversely impact the prices at which we sell our products.

The [removed: recent] [added: 2025] change in U.S. administration may also result in [added: further] changes that unfavorably impact the healthcare industry and our business.

In [removed: 2024] [added: 2025] approximately [removed: 58%] [added: 59%] of our sales from continuing operations were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S. and increase the localization of our products and services, we plan to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets.

- capital [removed: controls and] [added: controls,] limitations on ownership and on repatriation of earnings and [removed: cash;][added: cash and the potential for nationalization of enterprises;]

In [removed: 2024] [added: 2025] we generated approximately [removed: 12%] [added: 11%] of our sales from continuing operations from China.

Uncertainty or adverse changes to conditions in China or the policies of China’s government or its laws and regulations can adversely affect the overall economic growth of China, or of the particular industries in which we participate, and [removed: can] [added: have] adversely [added: affected and may in the future adversely] affect our business and financial statements.

Any decline or lower than expected growth in our served markets can diminish demand for our products and services and adversely affect our business and financial [removed: statements.][added: statements and any failure to accurately forecast demand, cost levels and financial performance can adversely impact our business, financial statements and stock price.]

Certain of our businesses have also experienced [removed: recent,] cyclical dynamics as a result of factors such as inventory de-stocking, high interest rates and depressed funding levels for biotechnology companies.

In addition, in certain of our businesses demand depends on customers’ capital spending budgets, government funding policies [added: (including research funding policies)] and interest rates, and matters of public policy and government budget, fiscal and monetary dynamics as well as product and economic cycles can affect the spending decisions of these entities.

Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional [removed: programs,] [added: programs that may accelerate demand in a particular fiscal period and diminish demand in subsequent periods,] new product introductions, the timing of industry trade shows and changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors.

Uncertainties with respect to the development, deployment, and use of [removed: artificial intelligence] [added: AI] in our business and products may result in harm to our business and reputation.

We are in the early stages of incorporating [removed: artificial intelligence (“AI”)] [added: AI, including machine learning technologies,] into our business activities and our product and service offerings.

The development, adoption, and use of AI technologies are still in their early stages and [removed: ineffective or] [added: ineffective,] inadequate [added: or premature] AI development or deployment practices could result in unintended [removed: consequences.][added: consequences such as competitive harm, regulatory penalties, legal liability or brand or reputational harm.]

For example, AI algorithms may be flawed or may be based on datasets that are biased or [removed: insufficient.][added: insufficient or contain errors.]

Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI [added: has required and] will require additional investment [removed: and increase] [added: that increases] our costs.

There also may be real or perceived social harm, unfairness, or other outcomes that [added: could] undermine public confidence in the use and deployment of AI.

Any [removed: resurgence of COVID-19 (or the outbreak of any] [added: future] epidemic or [removed: pandemic) or the reinstatement of similar preventive measures in the future] [added: pandemic] could negatively impact the economies and financial markets of the world and our business and financial statements.

To the extent we develop and sell products to [removed: help] [added: address] epidemics or [removed: pandemics in the future, as such epidemics/pandemics evolve] [added: pandemics,] we may experience volatility and declines in demand that are unanticipated in timing or magnitude, which could adversely affect our business and financial statements.

Relying on these relationships is risky because, among other things, our business partners may (1) [removed: not] [added: have insufficient capital resources or otherwise fail to] devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) [removed: be acquired by other companies and terminate our partnership or become insolvent; (4)] compete with us; [removed: (5)] [added: (4)] disagree with us on key details of the business relationship; [removed: (6) have insufficient capital resources; (7)] [added: (5)] fail to comply with applicable laws, regulatory requirements and/or applicable contractual obligations; and [removed: (8)] [added: (6) become insolvent or] terminate or decline to renew existing relationships on acceptable terms, which may require us to devote additional resources to product development and commercialization and/or cancel programs.

[removed: Any inability] [added: Failing] to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, [removed: could] [added: can] negatively impact our business.

[removed: We] [added: consummated acquisitions at rates similar to our historical practice and going forward we] may not be able to consummate acquisitions at rates similar to [removed: the past,] [added: our historical practice,] which [removed: could] [added: can] adversely impact our business.

Promising acquisitions and [removed: investments] [added: investments, such as our pending acquisition of Masimo Corporation,] are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms.

[removed: Acquisitions,] [added: Acquisitions (including our pending acquisition of Masimo Corporation),] investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which can adversely affect our business and financial statements:

Significant disruptions in, or breaches in security of, our [removed: information technology] [added: IT] systems or data or violation of data privacy laws can adversely affect our business and financial statements.

[removed: We rely on information technology systems, some of which are provided and/or managed by third-parties, to process, transmit and store electronic information (including sensitive] data [removed: such as confidential business information and personal data] relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).

Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems [added: or products] could result in errors that could harm our business.

In addition, some of our [removed: remote monitoring] products and [removed: services] [added: services, including those related to remote monitoring,] incorporate software and [removed: information technology] [added: IT] that house personal data and some products or software we sell to customers connect to our systems for maintenance or other purposes.

[removed: These] [added: Our] systems, products and services (including those we acquire through business acquisitions) are susceptible to being damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes, war, conflicts or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

Like most multinational corporations, our [removed: information technology] [added: IT] systems and data have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase.

In addition, the rapid evolution and increased adoption of [removed: artificial intelligence technologies] [added: AI, including adopted by computer hackers or other malicious actors,] may intensify our cybersecurity risks.

[removed: In addition, our information technology] [added: Our IT] systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems to keep pace with continuing [added: rapid] changes in information processing technology, evolving legal and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and information systems, and the [removed: information technology] [added: IT] needs associated with our changing products and services.

Any inability to maintain reliable [removed: information technology] [added: IT] systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory and business consequences and litigation.

[removed: Failure] [added: For example, failure] to comply with the requirements of the GDPR and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties.

In addition, lower levels of funding available to biotechnology companies (particularly smaller and emerging companies) in recent years has reduced demand for certain of our products and may have a similar impact in the future.

The availability of governmental research funding has been, and may in the future be, adversely affected by policy changes, economic conditions and governmental spending reductions, including the downsizing or reduced funding of certain government agencies.

Incorporating AI into our business operations presents new risks relating to intellectual property, disclosure of confidential data, data protection, data privacy and cybersecurity.

For example, incorporating confidential information into AI systems may result in the loss of intellectual property or attorney-client privilege protections, and our use of AI technologies to develop products or services may adversely affect our intellectual property rights or violate third-party intellectual property rights.

Over the past several years we have not

We rely on IT systems, some of which are provided and/or managed by third-parties, to collect, use, store, transfer and otherwise process electronic information (including sensitive data such as confidential business information and personal

We also have products and systems that connect to the internet, hospital networks, electronic medical record systems or electronic health record systems.

In some cases, we may address software and hardware vulnerabilities through security updates and patches we make available to customers, and such vulnerabilities may persist if customers do not promptly install (or promptly schedule service in connection with) such updates and patches.

In addition, any businesses or technologies that we acquire may exacerbate the risks set forth above, for example due to acquired vulnerabilities or threats that were unknown or were ineffectively managed.

These risks are exacerbated by the increasing importance of AI and the increasing incorporation of AI in our business.

In addition, a significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, many of which have extraterritorial scope, with significant penalties for non-compliance.

Data privacy regulation and enforcement continues to evolve, with recent, increased focus on topics such as the use of AI, biometrics and surveillance technologies.

In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical

For example, the Company expects to incur debt to finance a portion of the purchase price for our pending acquisition of Masimo Corporation.

The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries.

Subsequently, actions have been taken by the U.S. and certain other countries to modify certain of these tariffs and/or delay their effective dates, and the U.S. has entered into trade agreements with certain countries implementing new tariffs.

In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs.

In response, the administration announced plans to implement new tariffs under alternative statutory authority.

The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.

Collectively, these tariffs increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished goods, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts including increased political and economic instability and capital markets dislocation that may adversely impact demand for our products.

In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected.

The full impact of the U.S. Supreme Court’s February 2026 ruling and the administration’s response remain uncertain, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs.

Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including for example the following:

such losses.

Recent reductions in U.S. government agency staffing and government spending more generally could impact ordinary course operations of agencies with which we interact routinely (such as the FDA).

Following these reductions, the agencies may lack adequate staff and resources to meet current review, approval and inspection schedules, which could delay the receipt of or otherwise adversely affect the outcomes of regulatory clearances or approvals we seek.

regulations could adversely affect our business and financial statements.” Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.

For example, many regulatory agencies are imposing new and evolving regulatory requirements on the safe use of particular chemicals, including ethylene oxides and polyfluoroalkyl substances (“PFAS”) and their potential impact on health and the environment, which may impact both our direct operations and our supply chain.

We can also become subject to additional remedial, compliance or

Our operational costs, including the cost of energy, materials, labor, distribution and our other operational and facilities costs are subject to market conditions, including inflationary pressures.

- allocate our R&D funding to products and services with higher growth prospects;

- anticipate and respond to our competitors’ development of new products and services and technological innovations;

- stimulate customer demand for and convince customers to adopt new technologies.

- the potential for nationalization of enterprises;

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

In addition, any businesses that we acquire may further expose us to the risks set forth above.

Further, more of our employees work remotely now compared to before the beginning of the COVID-19 pandemic, which exposes us to greater cybersecurity and data privacy risks.

During a market upturn, suppliers from time to time extend lead times, limit supplies or increase prices.

Conversely, in order to secure supplies for the production of products, we sometimes enter into noncancelable purchase commitments with vendors, which can impact our ability to adjust our inventory to reflect declining market demands.

Our restructuring actions and other cost reduction efforts can have long-term adverse effects on our business and financial statements.

In the past, we have implemented significant restructuring and other cost reduction activities across our businesses to adjust our cost structure, and we may engage in similar activities in the future.

These activities could diminish our resources and competitiveness, and delays or failures in implementing planned restructuring and other cost reduction activities may diminish the expected operational or financial benefits from such actions.

Any of the circumstances described above could adversely impact our business and financial statements.

- Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions; and

For example, consequences of the conflict between Russia and Ukraine have included sanctions, embargoes, regional instability, geopolitical shifts and adverse impacts on energy supplies and prices, and such conflict or other conflicts may cause similar adverse effects in the future.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; potential retaliatory actions by governments against companies, such as nationalization of foreign businesses; adverse impacts on our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

In addition, in recent years the U.S. has increased tariffs on certain imported goods and trade tensions between China and other countries (including the U.S.) have escalated, with countries imposing significant additional tariffs on a wide range of imported goods.

Following the recent change of administration in the U.S., new tariffs have been implemented and have prompted retaliatory tariffs by certain countries, further tariffs my follow and the risks noted above have increased.

The full impact of these tariffs on the Company and our business partners remains uncertain.

Any of these developments can

For example, expanded FDA regulation of laboratory-developed tests (i.e., diagnostic assays developed and produced by clinical laboratories) may delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory requirements.

However, based on the information we have as of the date of this Annual Report we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with environmental matters in excess of our reserves as of December 31, 2024, will have a material effect on our business or financial statements.

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] included in this Annual Report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2022] [added: 2023] is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, [removed: 2023] [added: 2024] filed with the Securities and Exchange Commission, and should be referred to for information regarding that period.

During [removed: 2024,] [added: 2025,] approximately [removed: 58%] [added: 59%] of Danaher’s sales were derived from customers outside the United States.

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, [removed: artificial intelligence,] [added: AI,] mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s [removed: competitors] [added: competitors, increasing regulation] and [removed: regulatory changes.][added: a rapidly evolving trade environment.]

The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and higher-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global [added: environment and the rapidly evolving trade] environment.

The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to [removed: globalize] [added: position] its manufacturing, [removed: research and development] [added: R&D] and customer-facing resources [removed: (particularly in high-growth markets) in order] to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

[removed: Acquisitions contributed 2.0% to sales] [added: The increase] in [removed: 2024 compared] [added: core sales is primarily due] to [removed: 2023, and were largely offset by] [added: higher] core [removed: revenue declines led by] [added: sales in] the Biotechnology [removed: segment, and] [added: segment and,] to a lesser [removed: extent] [added: extent,] the [removed: Life Sciences] [added: Diagnostics] segment, partially offset by [removed: higher] [added: lower] core sales in the [removed: Diagnostics] [added: Life Sciences] segment.

[removed: The] [added: Additionally, the] impact of currency translation [removed: decreased] [added: increased] reported sales by [removed: 0.5%] [added: 1.0%] in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

Geographically, the Company’s sales in developed markets in [removed: 2024] [added: 2025] increased [removed: 2%] [added: 3%] compared to [removed: 2023] [added: 2024 and core sales in developed markets were up low-single digits] driven primarily by [removed: increased] [added: mid-single digit core] sales [added: increases] in [removed: North America.][added: Western Europe.]

[removed: Increased demand] [added: The increase] in [removed: the Diagnostics segment, offset] [added: core sales in developed markets was primarily driven] by [removed: decreased demand] [added: increases] in the Biotechnology and [removed: Life Sciences] [added: Diagnostics] segments, [removed: contributed to the] [added: partially offset by decreased] year-over-year [removed: flat] core sales [removed: growth] in [removed: developed markets.][added: the Life Sciences segment.]

For the same period, sales in high-growth markets [removed: decreased] [added: increased] year-over-year by [removed: 4%] [added: 2%] and core sales in high-growth markets [removed: decreased at] [added: were up low-single digits as] a mid-single digit [removed: rate, due primarily to low double-digit] [added: decline in] core revenue [removed: declines] in [removed: China.][added: China was more than offset by increased core sales in other regions.]

High-growth markets represented approximately 29% of the Company’s total sales in [removed: 2024.][added: 2025.]

The Company’s net earnings from continuing operations for the year ended December 31, [removed: 2024] [added: 2025] totaled approximately [removed: $3.9 billion,] [added: $3.6 billion or $5.03 per diluted common share,] compared to approximately [removed: $4.2] [added: $3.9] billion [added: or $5.29 per diluted common share] for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: 2024] [added: 2025] intangible asset impairments [removed: and increased operating expenses,] net of [added: 2024 intangible asset impairments,] increased other [added: expenses and decreased interest] income, [added: net of increased gross profit,] drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations.

Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings and diluted net earnings per common share for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Refer to Note [removed: 2] [added: 11] to the [added: accompanying] Consolidated Financial Statements for [removed: discussion] [added: additional information] regarding the Company’s [removed: acquisitions.][added: equity investments.]

[removed: On] [added: As further discussed in Note 3 to the accompanying Consolidated Financial Statements, on] September 30, 2023 (the “Distribution Date”), the Company completed the separation (the [removed: “Separation”)] [added: “Veralto Separation”)] of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses.

The accounting requirements for reporting the [added: Veralto] Separation as a discontinued operation were met when the [added: Veralto] Separation was completed.

Refer to Note [removed: 3] [added: 8] to the [added: accompanying] Consolidated Financial Statements for [removed: further discussion.][added: additional information.]

Sales Growth [removed: (Decline)] and Core Sales [removed: Decline][added: Growth (Decline)]

| | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Total sales growth (decline) (GAAP) | | | [removed: —] [added: 8.0] | | % | | | | [removed: (10.5)] [added: (6.0)] | | % |

| [removed: Acquisitions] [added: Acquisitions/divestitures] | | | [removed: (2.0)] [added: —] | | % | | | | [removed: (0.5)] [added: (2.0)] | | % |

| Currency exchange rates | | | [removed: 0.5] [added: (1.0)] | | % | | | | [removed: 1.0] [added: 0.5] | | % |

| Core sales decline (non-GAAP) | | | (1.5) | | % | | | | [removed: (10.0)] [added: (2.0)] | | % |

[removed: 2024] [added: 2025] Sales Compared to [removed: 2023][added: 2024]

Total sales [removed: were flat] [added: increased 3.0%] on a year-over-year basis in [removed: 2024] [added: 2025] as [removed: sales from acquired businesses, which increased reported sales by 2.0%, were largely offset by a 1.5% decrease in] core sales [added: increased 2.0%] resulting from the factors discussed below by segment.

The impact of changes in currency exchange rates [removed: decreased] [added: increased] reported sales by [removed: 0.5%] [added: 1.0%] on a year-over-year basis [removed: in 2024] primarily due to the impact of the [removed: strengthening] [added: weakening] of the U.S. dollar against most other major currencies in [removed: 2024.][added: 2025.]

Price increases contributed [removed: 1.0%] [added: 0.5%] to sales growth on a year-over-year basis and are reflected as a component of core sales [removed: decline] [added: growth] above.

Operating profit margins decreased [removed: 140] [added: 130] basis points from [removed: 21.8%] [added: 20.4%] for the year ended December 31, [removed: 2023] [added: 2024] to [removed: 20.4%] [added: 19.1%] for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] operating profit margin comparisons were unfavorably impacted by:

- The incremental dilutive effect in [removed: 2024] [added: 2025] of acquired businesses - [removed: 85] [added: 30] basis points

- [removed: 2024] [added: 2025] impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, [removed: net of 2023] impairment charges related to [removed: technology-based] [added: technology, other] intangible assets [added: and a facility] in the [removed: Diagnostics] [added: Biotechnology] segment and [removed: technology-based intangible assets and other assets] [added: a facility] in the [removed: Biotechnology segment.][added: Life Sciences segment, net of impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments in 2024.]

Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information [removed: regarding the impairments] - [removed: 75] [added: 120] basis points

- [removed: Full year] 2024 loss on the termination of a commercial arrangement in the Diagnostics segment - 25 basis points

- [removed: 2023 gain from the] [added: 2025] resolution of [removed: a litigation] [added: an acquisition] contingency in the [removed: Life Sciences] [added: Diagnostics] segment - 5 basis points

[removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] operating profit margin comparisons were favorably impacted by:

- [removed: Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, net of] [added: 2024] acquisition-related fair value adjustment to inventory [removed: in 2024, in each case] related to the acquisition of Abcam plc (“Abcam”) - [removed: 30] [added: 10] basis points

- [removed: Increased leverage] [added: The impact of currency exchange rates] and [removed: productivity] [added: changes] in the Company’s operational and administrative cost structure, net of [removed: lower 2024] [added: higher 2025] core sales and the impact of product mix - [removed: 20] [added: 30] basis points

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

In 2025, the Company’s overall revenues and core sales increased 3.0% and 2.0%, respectively, compared to 2024.

In the high-growth markets, the Biotechnology and Life Sciences segments’ increase in core sales was partially offset by core sales declines in the Diagnostics segment.

Danaher operates a diversified global supply chain and sources parts and materials globally.

Since early 2025, the U.S. government has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs and other actions by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries.

In addition, a number of new tariffs have been threatened by the U.S. and other countries, including tariffs in certain industry sectors.

The U.S. and other countries continue to negotiate trade arrangements and tariff levels.

In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs.

In response, the administration announced plans to implement new tariffs under alternative statutory authority.

The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.

Based on the tariffs enacted and in effect as of December 31, 2025 (the “enacted tariffs”), the Company incurred incremental tariff costs for 2025 of less than $300 million.

These incremental costs reflect increased costs of parts and materials used by the Company to produce products, as well as increased costs the Company incurred on finished goods shipped to customers.

The Company largely offset the 2025 operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions.

To the extent the Company is unable to continue to largely offset the incremental cost from the enacted tariffs, enacted or threatened tariffs negatively impact future demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted.

If delayed or additional tariffs are implemented, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.

In addition to changes in trade policy, the U.S. government has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants.

In addition, the U.S. government has changed the composition of and guidance from advisory panels on healthcare practices.

The full impact of the matters noted above on the Company, our customers, end-users and business partners, the overall economy and capital markets remains uncertain.

In 2026 within the Biotechnology segment, the Company is assuming that the Bioprocessing sales growth trend will be similar to 2025, including continued growth in consumables driven by monoclonal antibody demand and the Company’s product offerings across the biologics workflow.

In the Life Sciences segment, the Company assumes a modest improvement in end markets in 2026 compared to 2025, but anticipates sales growth rates will remain below historical levels given the current macro environment.

In the Diagnostics segment, the Company assumes higher sales growth in 2026 compared to 2025 as the Company moves past the peak of headwinds from policy changes in China.

| Total sales growth (GAAP) | | | 3.0 | | % | | | | — | | % |

- Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 20 basis points

The year-over-year increase in core sales was led by increased sales of consumables, partially offset by declines in equipment sales.

The year-over-year core sales increase in the segment was led by high-single digit increases in core sales in the bioprocessing business and was primarily driven by improved consumables demand from large pharmaceutical and CDMO customers, partially offset by lower year-over-year demand for equipment.

As discussed in Note 10 to the accompanying Consolidated Financial Statements, during the third quarter of 2025, the Company reorganized and integrated certain businesses within its Life Sciences segment to better serve the Company’s customers in new market segments and to respond to current market conditions.

During 2025, total segment sales remained flat, as the impact of currency exchange rates and acquisitions were offset by decreased core sales.

The year-over-year decrease in total segment core sales was driven by declines in both consumables and equipment sales.

Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products during the period.

Geographically, the core sales decline was led by North America.

The year-over-year decrease in segment core sales was led by the life science consumables business, primarily in North America, driven by lower demand for the plasmids and mRNA product lines at two large customers and lower funding levels at emerging biotechnology and academic research customers.

In the life sciences instruments business, core sales decreased during 2025, as increased demand for consumables was more than offset by decreased demand for equipment.

- 2025 impairment charges related to a trade name and a facility, net of an impairment charge related to a trade name in 2024.

- 2024 acquisition-related fair value adjustment to inventory related to the acquisition of Abcam - 35 basis points

| Divestitures | | | 0.5 | | % | | | | — | | % |

Price decreases in the segment of 1.0%, primarily attributable to the volume-based procurement program and healthcare reimbursement changes in China and to a lesser extent, sales promotions, negatively impacted the year-over-year change in sales during 2025 and are reflected as a component of core sales above.

The increase in segment core sales was primarily driven by increased year-over-year demand for consumables.

Geographically, increased core sales in North America and most other major markets were partially offset by decreased core sales in China attributable to the healthcare policy dynamics discussed above.

The Company believes that demand for respiratory tests in the second half of 2025 was driven in part by customers purchasing in preparation for the respiratory season and if the respiratory season is less severe than anticipated, demand may be adversely impacted.

In the clinical lab business, increased sales outside of China, led by North America, more than offset year-over-year declines in China.

- 2025 impact of a product line disposition which did not qualify as discontinued operations - 15 basis points

Consolidated revenues for the year ended December 31, 2024 were flat and core sales decreased 1.5% as compared to 2023.

For the same period, core sales in developed markets were essentially flat, primarily due to increased core sales in North America offset by decreased core sales in Western Europe.

The decline in core sales in high-growth markets was primarily driven by lower demand across all segments, due to weakness in capital spending and generally lower underlying activity levels.

Net earnings attributable to common stockholders for the year ended December 31, 2024 totaled approximately $3.9 billion or $5.29 per diluted common share compared to approximately $4.7 billion or $6.38 per diluted common share for the year ended December 31, 2023.

In addition to the above factors, net earnings from discontinued operations for 2024 compared with 2023 contributed to the lower net earnings attributable to common stockholders in 2024.

In response to current economic conditions, the Company expects to review and adjust its cost structure.

In the first quarter of 2025, the Company commenced an initiative to identify productivity improvement and cost savings opportunities that we anticipate would generate annual pre-tax savings of at least $150 million.

The Company expects these opportunities to be broad-based, including opportunities within China and the Diagnostics segment.

Acquisitions

During 2024, the Company acquired 3 businesses for total consideration of $558 million in cash, net of cash acquired.

The businesses acquired complement existing units of the Company’s Life Sciences segment.

The Company preliminarily recorded an aggregate of $305 million of goodwill related to these acquisitions.

Veralto Corporation Separation

To effect the Separation, Danaher distributed to its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding as of September 13, 2023, the record date for the distribution.

Fractional shares of Veralto common stock that otherwise would have been distributed were aggregated and sold into the public market and the proceeds distributed to Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.

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| Total sales decline (GAAP) | | | (6.0) | | % | | | | (18.0) | | % |

Total segment core sales decreased across most major geographic regions, including weak demand in China as customers were cautious with their investments.

Year-over-year core sales in the bioprocessing business decreased as core sales declines in the first half of the year more than offset core sales growth in the second half.

The revenue decline in the first half of the year was primarily due to lower demand as customers reduced their inventory levels.

The bioprocessing business returned to core growth in the second half of 2024 primarily driven by improved consumables demand, primarily in North America and Europe.

Core sales declined year-over-year in the microscopy business across most major end-markets.

Core sales declined year-over-year in the genomics consumables business across most product lines, led by lower core sales in the gene reading and plasmids product lines.

- The incremental dilutive effect in 2024 of acquired businesses - 245 basis points

- 2023 gain from the resolution of a litigation contingency - 15 basis points

- Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, net of acquisition-related fair value adjustment to inventory in 2024, in each case related to the acquisition of Abcam - 100 basis points

Price increases in the segment did not have a significant impact on sales growth on a year-over-year basis during 2024 as compared with 2023.

During 2024, total segment sales increased 2.0% primarily as a result of increased core sales resulting from the factors discussed below.

Changes in currency exchange rates negatively impacted sales year-over-year.

Overall segment core sales growth was driven primarily by North America, partially offset by lower year-over-year demand in high-growth markets.

The increased core sales in the clinical diagnostics businesses were driven by core sales growth in developed markets.

- 2024 impairment charge related to a trade name, net of a 2023 impairment charge related to a technology-based intangible asset - 20 basis points

The year-over-year increase was primarily driven by $265 million of intangible asset impairment charges recorded in 2024 and the impact of recent acquisitions, including the associated amortization expenses, and the 2024 loss on the termination of a commercial arrangement of $56 million.

These increases were partially offset by acquisition-related costs for the acquisition of Abcam of $87 million and intangible asset impairment charges of $64 million in 2023.

For the year ended December 31, 2023, the effective tax rate included discrete tax benefits from changes in estimates related to prior year tax filing positions, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and excess tax benefits from stock-based compensation, net of charges related to tax costs related to the Separation, tax costs from legal and operational actions undertaken to realign certain of its businesses and changes in estimates associated with prior period uncertain tax positions.

As further discussed in Note 3 to the Consolidated Financial Statements, discontinued operations includes the results of the Veralto business which was disposed on the first day of the fourth quarter of 2023.

In 2022, earnings from discontinued operations, net of income taxes, were $881 million and reflect the operations of Veralto.

Refer to Note 11 to the Consolidated Financial Statements for additional information regarding the Company’s equity investments.

Our business’ research and development, manufacturing, sales, distribution, service and administrative facilities are located in [removed: more than] [added: approximately] 50 countries.

To further the strategic objectives set forth above, the Company also acquires businesses and makes investments that either complement its existing business portfolio or expand its portfolio into new markets [added: that] the Company deems attractive.

Danaher also continually assesses the strategic fit of its existing businesses and may separate or otherwise dispose [added: of] businesses based on strategic and other considerations.

][added: v2.jpg](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231_g2.jpg)]

While the operating companies that make up Danaher have [removed: changed,] [added: changed over time,] DBS continues to be the guiding philosophy for the Company.

The Biotechnology segment [removed: includes the bioprocessing and discovery and medical businesses and] offers a broad range of equipment, [removed: consumables] [added: consumables, software] and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.

Danaher established the Biotechnology segment through the acquisition of Pall in [removed: 2015,] [added: 2015] and expanded the business through the acquisition of Cytiva in 2020.

[removed: *Bioprocessing*—The] [added: The] bioprocessing business is a leading provider of technologies, consumables, services and solutions that advance, accelerate and integrate the development and manufacture of therapeutics.

[removed: *Discovery and Medical*—The] [added: The] discovery and medical business is a leading provider of solutions to accelerate biotherapeutic research and discovery through high quality sample preparation and reliable diagnostic assays in addition to ensuring sterility and safety in medical liquids and gases.

Typical users of these products include professionals in [removed: the areas of] academic, translational and commercial research, medical diagnostics, clinical care and biopharmaceutical development.

[removed: *Flow Cytometry and Lab Automation Solutions*—The] [added: The] flow cytometry and lab automation solutions business offers workflow instruments and consumables that help researchers analyze genomic, protein and cellular information.

Typical users include [added: research, scientific, medical and surgical professionals as well as quality assurance and quality control technicians operating in] pharmaceutical and biotechnology companies, [added: contract development and manufacturing organizations (“CDMO”), clinical research organization] universities, medical [removed: schools] [added: schools, surgical theaters] and research institutions and in some cases industrial manufacturers.

[removed: *Mass Spectrometry*—The] [added: The] mass spectrometry business is a leading global provider of high-end mass spectrometers, bioanalytical measurement systems, as well as related consumables, software and services.

[removed: *Microscopy*—The] [added: The] microscopy business is a leading global provider of professional microscopes designed to capture, manipulate and preserve images and enhance the user’s visualization and analysis of microscopic structures.

Typical users of these products include [removed: research, medical] [added: professionals, scientists] and [removed: surgical professionals operating] [added: researchers] in [removed: research and pathology laboratories,] [added: the areas of] academic [removed: settings] and [removed: surgical theaters.][added: commercial research, agriculture, medical diagnostics,]

[removed: *Protein Consumables*—The] [added: The] protein consumables [removed: business, which] [added: business] is a leading supplier in the proteomics market, [added: and] provides highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, diagnostics and drug discovery.

[removed: *Filtration*—The] [added: The] filtration, separation and purification [removed: technologies] business is a leading provider of products used to remove solid, liquid and gaseous contaminants from a variety of liquids and gases, primarily through the sale of filtration consumables and associated hardware.

[removed: *Genomic Medicines*—The] [added: The] genomic medicines [removed: businesses are] [added: business is a] leading [removed: providers] [added: provider] of custom nucleic acid products for the life sciences industry, primarily through the manufacture of custom DNA and RNA oligonucleotides and gene fragments utilizing a proprietary manufacturing ecosystem.

The [removed: businesses have] [added: business has] developed proprietary technologies for genomics applications such as next generation sequencing, CRISPR genome editing, qPCR, and RNA interference.

[removed: Typical users of these products include professionals in the areas of academic and commercial research, agriculture, medical diagnostics,] pharmaceutical development, biotechnology companies and research institutions across discovery, clinical and commercial applications.

[removed: The Diagnostics segment consists of the] clinical [removed: diagnostics businesses (consisting of the core] lab [removed: - clinical,] [added: business, the] acute care diagnostics [removed: and pathology diagnostics businesses)] [added: business] and the [removed: molecular] [added: pathology] diagnostics [removed: business:][added: business.]

[removed: *Core Lab - Clinical*—The] [added: The] clinical lab business is a leading manufacturer and marketer of biomedical testing instruments, systems and related consumables that are used to evaluate and analyze samples made up of body fluids and cells.

The information generated is used to diagnose disease, guide and monitor treatment and therapy, assist in managing chronic disease and assess patient [removed: status in hospital, outpatient and physicians’ office settings.][added: status.]

Typical users of the segment’s [removed: core lab] products include hospitals, physicians’ offices, [added: physicians’ office laboratories,] reference [removed: laboratories and] [added: laboratories,] pharmaceutical clinical trial [removed: laboratories.][added: laboratories, pathologists, blood banks, lab managers and researchers.]

[removed: *Molecular Diagnostics*—The] [added: The] molecular diagnostics business is a leading provider of biomedical testing instruments, systems, software and related consumables that enable DNA-based testing for organisms and genetic-based diseases.

[removed: *Acute Care Diagnostics*—The] [added: The] acute care diagnostics business is a leading worldwide provider of instruments, software and related consumables and services that are used in both laboratory and point-of-care environments to rapidly measure critical parameters, including blood gases, electrolytes, metabolites and cardiac markers, as well as for anemia and high-sensitivity glucose testing.

[removed: *Pathology Diagnostics*—The] [added: The] pathology diagnostics business is a leader in the anatomical pathology industry, offering a comprehensive suite of instrumentation and related consumables [added: and software solutions] used across the entire workflow of a pathology laboratory.

The business sells to customers primarily through direct sales personnel [removed: and, to a lesser extent,] [added: and] through independent distributors.

During [removed: 2024,] [added: 2025,] there were no material effects on the business related to the availability of raw materials.

The Company is facing increased competition in a number of its served markets as a result of the entry of well-resourced companies into certain markets, the entry of competitors based in low-cost manufacturing locations, the development of competitive technologies by early-stage, emerging and other companies and increasing [removed: consolidation in particular markets.]

As of December 31, [removed: 2024,] [added: 2025,] the Company had approximately [removed: 63,000] [added: 60,000] employees (whom we refer to as “associates”), of whom approximately [removed: 24,000] [added: 22,000] were employed in [removed: the] North America, 20,000 in Western Europe, 3,000 in other developed markets and [removed: 16,000] [added: 15,000] in high-growth markets.

Approximately [removed: 61,000] [added: 58,000] of the Company’s total employees were full-time and 2,000 were part-time employees.

Of the [removed: United States] [added: U.S.] employees, [removed: 250] [added: 249] were hourly-rated, unionized employees.

Outside the [removed: United States,] [added: U.S.,] the Company has government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where many of the Company’s employees are represented by unions and/or works councils.

Our human capital strategy spans [removed: multiple,] [added: multiple] key [removed: dimensions,] [added: dimensions] including the following:

We have a common job architecture across our businesses to provide a standardized framework for defining jobs, job families, and career levels, and set [removed: market-aligned] pay structures for each career level (adjusted as appropriate for the particular job family, industry and geography) based on a range of compensation surveys.

[removed: P4G guides associates and their managers in] setting clear personal performance goals aligned to our strategic priorities.

The Company conducts [removed: R&D] [added: research and development (“R&D”)] activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of its existing products and expanding the applications for which uses of its products are appropriate.

Although the substantial majority of the Company’s revenue in [removed: 2024] [added: 2025] was from customers other than governmental entities, each of Danaher’s segments has agreements relating to the sale of products to government entities.

The Company faces extensive government regulation both within and outside the [removed: United States] [added: U.S.] relating to its operations, including the development, manufacture, marketing, sale and distribution of its products and services.

Sales in 2025 by geographic destination (geographic destination refers to the geographic area where the final sale to the Company’s unaffiliated customer is made) and by revenue type (revenue type refers to categorizing the Company’s products between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis) as a percentage of total 2025 sales were:


Sales in North America includes 41% in the United States.

Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were:


The Biotechnology segment consists of the bioprocessing business and the discovery and medical business.

Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were:


The Life Sciences segment consists of the life sciences instruments business, the life sciences consumables business and the filtration, separation and purification business.

The life sciences instruments business enables the discovery, development and manufacture of new therapies.

Key product areas include validated centrifugation, automated liquid handling systems, advanced cell culture and analytical technologies for selection, process optimization and development of drugs.

The life sciences instruments business includes the flow cytometry and lab automation solutions business, the mass spectrometry business and the microscopy business.

The life sciences consumables business bridges the gap between research and practical application, enabling the discovery, development, and manufacture of new therapies.

The business provides consumables and services including antibodies and assays to accelerate scientific research, plasmid DNA, RNA, critical nucleic acids and proteins used to develop and manufacture gene and cell therapies, and analytical tools and services to accelerate discovery, clinical applications and manufacturing for therapies across pharmaceutical, biopharmaceutical, diagnostic and emerging biotechnology companies, research institutions and universities.

The life sciences consumables business includes the genomic medicines business and the protein consumables business.

Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were:


The Diagnostics segment consists of the molecular diagnostics business and the clinical diagnostics businesses.

The clinical diagnostics businesses provide diagnostic testing instruments, consumables and software that enable laboratories and healthcare professionals to accurately diagnose, monitor and manage a wide range of diseases and health conditions.

The clinical diagnostics businesses include the

The cost and availability of certain of these items can be subject to shifting trade policies around the world, including tariffs and trade protectionism measures that can impact the cost and/or availability of components.

consolidation in particular markets.

P4G guides associates and their managers in

The

For a discussion of risks related to compliance with environmental and health

Nations 2030 Agenda for Sustainable Development.

Sales in 2024 by geographic destination (geographic destination refers to the geographic area where the final sale to the Company’s unaffiliated customer is made) as a percentage of total 2024 sales were: North America, 43% (including 42% in the United States); Western Europe, 23%; other developed markets, 5%; and high-growth markets, 29%.

Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 33%; Western Europe, 34%; other developed markets, 5%; and high-growth markets, 28%.

The Biotechnology segment consists of the following businesses:

Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 44%; Western Europe, 21%; other developed markets, 7%; and high-growth markets, 28%.

The Life Sciences segment consists of the following businesses:

Typical users of these mass spectrometry and related products include molecular biologists, bioanalytical chemists, toxicologists and forensic scientists as well as quality assurance and quality control technicians.

Typical users of these products include scientists and researchers in academic institutions, research institutes and in pharmaceutical, biotechnology and diagnostics companies.

Additionally, the businesses are a leading manufacturer of high-quality plasmid DNA, RNA and proteins.

These products are used in the research, development and manufacture of gene and cell therapies, DNA and RNA vaccines and gene editing technologies.

Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 50%; Western Europe, 16%; other developed markets, 4%; and high-growth markets, 30%.

The business offers instrumentation, services and related consumables in the areas of clinical chemistry, immunoassay, hematology, and microbiology.

The business also offers automation systems that reduce manual operation and associated cost and errors from the pre-analytical through post-analytical stages, including sample barcoding/information tracking, centrifugation, aliquoting, storage and conveyance.

These systems, along with the instruments the business provides, are controlled through laboratory-level software that enables laboratory managers to monitor samples, results and lab efficiency.

Typical users of these products include hospital central laboratories, intensive care units, hospital operating rooms, hospital emergency rooms, physicians’ office laboratories and blood banks.

The anatomical pathology diagnostics products include chemical and immuno-staining instruments, reagents, antibodies and consumables; tissue embedding, processing and slicing (microtomes) instruments and related reagents and consumables; slide cover-slipping and slide/cassette marking instruments; imaging instrumentation including slide scanners, microscopes and cameras; software solutions to store, share and analyze pathology images digitally; and minimally invasive, vacuum-assisted breast biopsy and lesion excision instruments and breast surgery localization solutions.

Typical users of these products include pathologists, lab managers and researchers.

quality systems and post-market surveillance.

increasing number of other states to enact their own privacy laws.

The Company views sustainability as a fundamental responsibility and a strategic priority.

For information regarding legal proceedings, refer to Note 17 in the accompanying Consolidated Financial Statements included in this Annual Report.

For information regarding legal proceedings, refer to “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” in this Report.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231_g1.jpg)]

As of February [removed: 3, 2025,] [added: 2, 2026,] the number of shares of Registrant’s common stock outstanding was [removed: 714,709,852.][added: 707,139,356.]

The aggregate market value of common stock held by non-affiliates of the Registrant on June 30, [removed: 2024] [added: 2025] was [removed: $161.1] [added: $125.9] billion, based upon the closing price of the Registrant’s common stock as quoted on the New York Stock Exchange on such date.

Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2025] [added: 2026] annual meeting of shareholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end.

With the exception of the sections of the [removed: 2025] [added: 2026] Proxy Statement specifically incorporated herein by reference, the [removed: 2025] [added: 2026] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#i5bfb58b8c1a2447db8b21c095c181583_10)] [added: STATEMENTS](#i1f3ebf3dab6c434eb1166eaccaef35d2_10)] | | | | | | | | | [removed: [1](#i5bfb58b8c1a2447db8b21c095c181583_10)] [added: [1](#i1f3ebf3dab6c434eb1166eaccaef35d2_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i5bfb58b8c1a2447db8b21c095c181583_16)] [added: [Business](#i1f3ebf3dab6c434eb1166eaccaef35d2_16)] | | | [removed: [3](#i5bfb58b8c1a2447db8b21c095c181583_16)] [added: [3](#i1f3ebf3dab6c434eb1166eaccaef35d2_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i5bfb58b8c1a2447db8b21c095c181583_37)] [added: Factors](#i1f3ebf3dab6c434eb1166eaccaef35d2_37)] | | | [removed: [14](#i5bfb58b8c1a2447db8b21c095c181583_37)] [added: [15](#i1f3ebf3dab6c434eb1166eaccaef35d2_37)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i5bfb58b8c1a2447db8b21c095c181583_58)] [added: Comments](#i1f3ebf3dab6c434eb1166eaccaef35d2_58)] | | | [removed: [31](#i5bfb58b8c1a2447db8b21c095c181583_58)] [added: [32](#i1f3ebf3dab6c434eb1166eaccaef35d2_58)] | | |

| | | | Item 1C. | | | [removed: [Cybersecurity](#i5bfb58b8c1a2447db8b21c095c181583_61)] [added: [Cybersecurity](#i1f3ebf3dab6c434eb1166eaccaef35d2_61)] | | | [removed: [31](#i5bfb58b8c1a2447db8b21c095c181583_61)] [added: [32](#i1f3ebf3dab6c434eb1166eaccaef35d2_61)] | | |

| | | | Item 2. | | | [removed: [Properties](#i5bfb58b8c1a2447db8b21c095c181583_67)] [added: [Properties](#i1f3ebf3dab6c434eb1166eaccaef35d2_67)] | | | [removed: [32](#i5bfb58b8c1a2447db8b21c095c181583_67)] [added: [33](#i1f3ebf3dab6c434eb1166eaccaef35d2_67)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i5bfb58b8c1a2447db8b21c095c181583_70)] [added: Proceedings](#i1f3ebf3dab6c434eb1166eaccaef35d2_70)] | | | [removed: [32](#i5bfb58b8c1a2447db8b21c095c181583_70)] [added: [34](#i1f3ebf3dab6c434eb1166eaccaef35d2_70)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i5bfb58b8c1a2447db8b21c095c181583_73)] [added: Disclosures](#i1f3ebf3dab6c434eb1166eaccaef35d2_73)] | | | [removed: [32](#i5bfb58b8c1a2447db8b21c095c181583_73)] [added: [34](#i1f3ebf3dab6c434eb1166eaccaef35d2_73)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i5bfb58b8c1a2447db8b21c095c181583_76)] [added: Officers](#i1f3ebf3dab6c434eb1166eaccaef35d2_76)] | | | [removed: [33](#i5bfb58b8c1a2447db8b21c095c181583_76)] [added: [34](#i1f3ebf3dab6c434eb1166eaccaef35d2_76)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5bfb58b8c1a2447db8b21c095c181583_82)] [added: Securities](#i1f3ebf3dab6c434eb1166eaccaef35d2_82)] | | | [removed: [34](#i5bfb58b8c1a2447db8b21c095c181583_82)] [added: [36](#i1f3ebf3dab6c434eb1166eaccaef35d2_82)] | | |

| | | | Item 6. | | | [Not [removed: Applicable](#i5bfb58b8c1a2447db8b21c095c181583_82)] [added: Applicable](#i1f3ebf3dab6c434eb1166eaccaef35d2_82)] | | | [removed: [34](#i5bfb58b8c1a2447db8b21c095c181583_82)] [added: [36](#i1f3ebf3dab6c434eb1166eaccaef35d2_82)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5bfb58b8c1a2447db8b21c095c181583_85)] [added: Operations](#i1f3ebf3dab6c434eb1166eaccaef35d2_85)] | | | [removed: [35](#i5bfb58b8c1a2447db8b21c095c181583_85)] [added: [37](#i1f3ebf3dab6c434eb1166eaccaef35d2_85)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5bfb58b8c1a2447db8b21c095c181583_151)] [added: Risk](#i1f3ebf3dab6c434eb1166eaccaef35d2_151)] | | | [removed: [51](#i5bfb58b8c1a2447db8b21c095c181583_151)] [added: [54](#i1f3ebf3dab6c434eb1166eaccaef35d2_151)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5bfb58b8c1a2447db8b21c095c181583_154)] [added: Data](#i1f3ebf3dab6c434eb1166eaccaef35d2_154)] | | | [removed: [52](#i5bfb58b8c1a2447db8b21c095c181583_154)] [added: [55](#i1f3ebf3dab6c434eb1166eaccaef35d2_154)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5bfb58b8c1a2447db8b21c095c181583_253)] [added: Disclosure](#i1f3ebf3dab6c434eb1166eaccaef35d2_253)] | | | [removed: [98](#i5bfb58b8c1a2447db8b21c095c181583_253)] [added: [103](#i1f3ebf3dab6c434eb1166eaccaef35d2_253)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i5bfb58b8c1a2447db8b21c095c181583_256)] [added: Procedures](#i1f3ebf3dab6c434eb1166eaccaef35d2_256)] | | | [removed: [98](#i5bfb58b8c1a2447db8b21c095c181583_256)] [added: [103](#i1f3ebf3dab6c434eb1166eaccaef35d2_256)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i5bfb58b8c1a2447db8b21c095c181583_259)] [added: Information](#i1f3ebf3dab6c434eb1166eaccaef35d2_259)] | | | [removed: [98](#i5bfb58b8c1a2447db8b21c095c181583_259)] [added: [103](#i1f3ebf3dab6c434eb1166eaccaef35d2_259)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5bfb58b8c1a2447db8b21c095c181583_265)] [added: Inspections](#i1f3ebf3dab6c434eb1166eaccaef35d2_268)] | | | [removed: [98](#i5bfb58b8c1a2447db8b21c095c181583_265)] [added: [103](#i1f3ebf3dab6c434eb1166eaccaef35d2_268)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5bfb58b8c1a2447db8b21c095c181583_271)] [added: Governance](#i1f3ebf3dab6c434eb1166eaccaef35d2_274)] | | | [removed: [99](#i5bfb58b8c1a2447db8b21c095c181583_271)] [added: [104](#i1f3ebf3dab6c434eb1166eaccaef35d2_274)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i5bfb58b8c1a2447db8b21c095c181583_274)] [added: Compensation](#i1f3ebf3dab6c434eb1166eaccaef35d2_277)] | | | [removed: [99](#i5bfb58b8c1a2447db8b21c095c181583_274)] [added: [104](#i1f3ebf3dab6c434eb1166eaccaef35d2_277)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5bfb58b8c1a2447db8b21c095c181583_277)] [added: Matters](#i1f3ebf3dab6c434eb1166eaccaef35d2_280)] | | | [removed: [99](#i5bfb58b8c1a2447db8b21c095c181583_277)] [added: [104](#i1f3ebf3dab6c434eb1166eaccaef35d2_280)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5bfb58b8c1a2447db8b21c095c181583_280)] [added: Independence](#i1f3ebf3dab6c434eb1166eaccaef35d2_283)] | | | [removed: [99](#i5bfb58b8c1a2447db8b21c095c181583_280)] [added: [104](#i1f3ebf3dab6c434eb1166eaccaef35d2_283)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5bfb58b8c1a2447db8b21c095c181583_283)] [added: Services](#i1f3ebf3dab6c434eb1166eaccaef35d2_286)] | | | [removed: [99](#i5bfb58b8c1a2447db8b21c095c181583_283)] [added: [104](#i1f3ebf3dab6c434eb1166eaccaef35d2_286)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5bfb58b8c1a2447db8b21c095c181583_289)] [added: Schedules](#i1f3ebf3dab6c434eb1166eaccaef35d2_292)] | | | [removed: [100](#i5bfb58b8c1a2447db8b21c095c181583_289)] [added: [105](#i1f3ebf3dab6c434eb1166eaccaef35d2_292)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i5bfb58b8c1a2447db8b21c095c181583_292)] [added: Summary](#i1f3ebf3dab6c434eb1166eaccaef35d2_295)] | | | [removed: [100](#i5bfb58b8c1a2447db8b21c095c181583_289)] [added: [105](#i1f3ebf3dab6c434eb1166eaccaef35d2_292)] | | |

Certain statements included or incorporated by reference in this Annual Report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, [added: presentations,] materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the [removed: U.S.] [added: United States (“U.S.”)] federal securities laws.

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of [added: tariff or other trade-related impacts,] revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration [removed: thereof,] [added: thereof (including our pending acquisition of Masimo Corporation, which is further described in Note 2),] divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends, executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; future new or modified laws, regulations, accounting pronouncements; or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of public health crises, climate change, military [added: or geopolitical] conflicts or other man-made or natural disasters on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future.

- Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services [added: (in this Annual Report, references to products and services also includes software),] based on technological innovation.

Our growth [removed: can] also [removed: suffer if] [added: suffers when] the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

For example, elections [removed: in the U.S. and other countries may] [added: can] result in significant political shifts and/or disruptions, [removed: including changes in the regulatory environment,] and [removed: recent Supreme Court decisions] [added: the 2025 change] in the U.S. [removed: may also result in regulatory uncertainty.]

- Uncertainties with respect to the development, deployment, and use of artificial intelligence [added: (“AI”)] in our business and products may result in harm to our business and reputation.

- Global [removed: heath] [added: health] crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and financial statements.

- [removed: Any] [added: The] inability to consummate acquisitions at our historical rate and appropriate prices, realize the economic benefits of consummated acquisitions [removed: or,] [added: or] to make appropriate investments that support our long-term strategy, [removed: could] [added: can] negatively impact our business.

Our acquisition of [removed: businesses,] [added: businesses (including our pending acquisition of Masimo Corporation),] investments, joint ventures and other strategic relationships [removed: could] [added: can] also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.

| [PART I](#i1f3ebf3dab6c434eb1166eaccaef35d2_13) | | | | | | | | | | | |

| [PART II](#i1f3ebf3dab6c434eb1166eaccaef35d2_79) | | | | | | | | | | | |

| [PART III](#i1f3ebf3dab6c434eb1166eaccaef35d2_271) | | | | | | | | | | | |

| [PART IV](#i1f3ebf3dab6c434eb1166eaccaef35d2_289) | | | | | | | | | | | |

administration as well as recent Supreme Court decisions have resulted in policy, regulatory and economic changes, challenges and uncertainty, including with respect to tariffs and healthcare-related topics.

| [PART I](#i5bfb58b8c1a2447db8b21c095c181583_13) | | | | | | | | | | | |

| [PART II](#i5bfb58b8c1a2447db8b21c095c181583_79) | | | | | | | | | | | |

| [PART III](#i5bfb58b8c1a2447db8b21c095c181583_268) | | | | | | | | | | | |

| [PART IV](#i5bfb58b8c1a2447db8b21c095c181583_286) | | | | | | | | | | | |

- Our restructuring actions can have long-term adverse effects on our business and financial statements.

We maintain [added: enterprise-wide] cybersecurity policies that articulate Danaher’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management.

Our physical controls are designed to restrict access to locations that house significant physical [removed: information technology] [added: IT] assets.

We also recognize that Danaher is exposed to cybersecurity risks that affect [removed: third parties] [added: third-parties] whom we rely on to process, store or transmit our electronic information.

Key elements of Danaher’s annual Enterprise Risk Management (“ERM”) program include an inventory and classification of key risk areas and topics; a methodology for scoring risks based on [removed: the risk’s] probability, severity and velocity of impact, and for trending key risks; and a framework for developing and implementing countermeasures for key risks.

[removed: Information technology/cybersecurity] [added: IT/cybersecurity] is one of five topical areas required to be addressed as part of the annual ERM program.

Members of the Danaher Risk Committee present annually to the Danaher Board of Directors a report on the results of the ERM process, including with respect to [removed: information technology] [added: IT] and cybersecurity risks.

At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief [removed: Financial] [added: Technology and Artificial Intelligence] Officer.

Danaher’s CIO has served as a technology leader for over 25 years, leading cybersecurity, engineering, and operational functions as the CIO for [removed: two multi-billion dollar businesses] [added: multiple Danaher operating companies and at the Life Sciences segment] prior to assuming the Danaher CIO role.

Danaher’s CISO has served for more than 20 years in various information security roles, including serving as the [removed: Chief Information Security Officer] [added: CISO] of two large, publicly-traded companies prior to joining Danaher.

The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the [removed: information technology,] [added: IT,] legal, privacy, finance, internal audit and communications functions.

As of December 31, [removed: 2024,] [added: 2025,] the Company had facilities in [removed: over] [added: approximately] 50 countries, including approximately [removed: 191] [added: 194] significant administrative, sales, [removed: research and development,] [added: R&D,] manufacturing and distribution facilities.

[removed: 79] [added: 77] of these facilities are located in the United States in over 20 states and [removed: 112] [added: 117] are located outside the United States, primarily in Europe, and to a lesser extent in Asia, Australia, Canada and South America.

Refer to the [added: accompanying] Consolidated Financial Statements included in this Annual Report for additional information with respect to the Company’s lease commitments.

Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February [removed: 3, 2025.][added: 2, 2026.]

| Steven M. Rales | | | | | | [removed: 73] [added: 74] | | | | | | Chairman of the Board | | | | | | 1984 | | |

| Mitchell P. Rales | | | | | | [removed: 68] [added: 69] | | | | | | Chairman of the Executive Committee | | | | | | 1984 | | |

| Rainer M. Blair | | | | | | [removed: 60] [added: 61] | | | | | | President and Chief Executive Officer | | | | | | 2014 | | |

| Matthew R. McGrew | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2019 | | |

| Christopher P. Riley | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President | | | | | | 2024 | | |

| Julie Sawyer Montgomery | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President | | | | | | 2024 | | |

| Georgeann F. Couchara | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President – Human Resources | | | | | | 2022 | | |

| Brian W. Ellis | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President [removed: – General Counsel] | | | | | | 2016 | | |

| R. Bradley Gray | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President – Strategic Development | | | | | | 2024 | | |

| Jose-Carlos Gutierrez-Ramos | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President – Chief Science Officer | | | | | | 2020 | | |

Riley has served as Executive Vice President since January 2024 after serving as Vice President – Group Executive of Danaher’s Life Sciences subsidiary from July 2022 to December [removed: 2023,] [added: 2023 and] Vice President-Group Executive of Danaher’s Diagnostics subsidiary from January 2020 to July [removed: 2022 and President of Danaher’s Beckman Coulter Diagnostics subsidiary from August 2017 to January 2020.][added: 2022.]

Couchara has served as Senior Vice President – Human Resources since April 2022, after serving as Vice [removed: President-Talent] [added: President – Talent] from January 2021 to April [removed: 2022,] [added: 2022 and] Vice President – Human Resources for Danaher’s Life Sciences subsidiary from July 2019 to January [removed: 2021 and Senior Vice President-Human Resources and Communications for Danaher’s Pall subsidiary from June 2017 to July 2019.][added: 2021.]

Ellis has served as Senior Vice President [added: since August 2025, after serving as Senior Vice President] – General Counsel [removed: since joining Danaher in January 2016.][added: from 2016 until August 2025.]

Prior to joining Danaher, Mr. Gray served as President and CEO, and as a member of the board of [removed: directors,] [added: directors] of NanoString Technologies, Inc., a biotechnology company, from 2010 to May 2024.

Prior to joining Danaher, Dr. Gutierrez-Ramos served as Vice President – Drug Discovery for AbbVie, Inc., a biopharmaceutical company, from January 2020 to December [removed: 2020; and as President and CEO of Repertoire Immune Medicines, a biotechnology company, from August 2018 until January] 2020.

| Greg M. Milosevich | | | | | | 59 | | | | | | Executive Vice President | | | | | | 2025 | | |

| Jonathan Leiken | | | | | | 54 | | | | | | Senior Vice President – Chief Legal Officer | | | | | | 2025 | | |

Greg M.

Milosevich has served as Executive Vice President since July 2025 after serving as Vice President – Group Executive of Danaher’s Life Science Innovations subsidiary from November 2021 through June 2025 and as President of Danaher’s Beckman Coulter Life Sciences subsidiary from June 2019 through October 2021.

Jonathan Leiken has served as Senior Vice President – Chief Legal Officer since joining Danaher in August 2025.

Prior to joining Danaher, Mr. Leiken served as Executive Vice President – Chief Legal Officer and Corporate Secretary of Dollar Tree Inc., a discount retailer, from August 2023 to August 2025, and as Executive Vice President – Chief Legal Officer and Secretary of Diebold Nixdorf, Inc., a financial and retail technology company, from 2014 to August 2023.

Diebold Nixdorf and certain of its affiliated Dutch entities successfully completed voluntary, pre-packaged debt restructuring proceedings under US and Dutch bankruptcy law between June 2023 (filing) and August 2023 (emergence).

| Daniel A. Raskas | | | | | | 58 | | | | | | Senior Vice President – Corporate Development | | | | | | 2004 | | |

Daniel A.

Raskas has served as Senior Vice President – Corporate Development since 2010.

As of February [removed: 3, 2025,] [added: 2, 2026,] there were [removed: 2,076] [added: 1,985] holders of record of Danaher’s common stock.

[removed: Refer] [added: For an overview of the Company’s share repurchase programs, refer] to Note 18 [removed: to] [added: in] the [added: accompanying] Consolidated Financial Statements included in this Annual [removed: Report for additional discussion of the Company’s common stock repurchase program.][added: Report.]

The Company repurchased shares of Company common stock during [removed: 2024] [added: 2025] and [removed: 2022] [added: 2024] as described in Note 18.

[removed: Neither the] [added: The] Company [removed: nor any] [added: repurchased no shares of Company common stock in 2023 and no] “affiliated purchaser” repurchased any shares of Company common stock during [added: 2025, 2024 or] 2023.

Recent Issuances of Unregistered [added: Equity] Securities

The Company did not repurchase any shares of Company common stock during the three-month period ended December 31, 2025.

On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Completed Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.

As of December 31, 2024, no shares remained available for repurchase pursuant to the Completed Repurchase Program.

On July 22, 2024, the Company’s Board of Directors approved a new repurchase program (the “New Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.

There is no expiration date for the New Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors.

The New Repurchase Program may be suspended or discontinued at any time.

Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.

The following table presents a summary of share repurchases made during the quarter ended December 31, 2024 (all share repurchases were made under the New Repurchase Program):

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share(a) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| September 28, 2024 - October 25, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20,000,000 | | |

| October 26, 2024 - November 22, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000,000 | | |

| November 23, 2024 - December 31, 2024 | | | | | | 3,485,086 | | | | | | 231.99 | | | | | | 3,485,086 | | | | | | 16,514,914 | | |

| Total | | | | | | 3,485,086 | | | | | | $ | 231.99 | | | | | 3,485,086 | | | | | | 16,514,914 | | |

(a) Amounts exclude excise taxes and other transaction costs.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 20, 2025] [added: 24, 2026] appears on page [removed: [53](#ia9cd5c7d8e98410eb7ae8979fe70dc79_4835)] [added: [56](#i80e60c3ce71846e7a1f745556a95eb3a_4166)] of this Form 10-K.

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Danaher Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 20, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Danaher Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 7 to the consolidated financial statements, the Company operates in the U.S. and multiple international tax jurisdictions and as a result files numerous tax returns in those locations. Uncertainty in a tax position may arise for multiple reasons, including because tax laws are subject to interpretation. The Company applies the applicable tax law and judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As of December 31, [removed: 2024,] [added: 2025,] the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately [removed: $1.2] [added: $1.3] billion. Auditing the recognition and measurement of certain of the Company’s tax positions including the evaluation of whether such tax position is more likely than not to be sustained, and if applicable the measurement of the benefit, is complex and required the use of tax subject matter resources. | | |

| | | | [added: | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and equivalents | | | $ | [removed: 2,078] [added: 4,615] | | | | | $ | [removed: 5,864] [added: 2,078] | |

| Trade accounts receivable, less allowance for doubtful accounts of [removed: $113] [added: $114] as of December 31, [removed: 2024] [added: 2025] and [removed: $120] [added: $113] as of December 31, [removed: 2023] [added: 2024] | | | [removed: 3,537] [added: 3,913] | | | | | | [removed: 3,922] [added: 3,537] | | |

| Inventories | | | [removed: 2,330] [added: 2,489] | | | | | | [removed: 2,594] [added: 2,330] | | |

| Prepaid expenses and other current assets | | | [removed: 1,552] [added: 1,739] | | | | | | [removed: 1,557] [added: 1,552] | | |

| Total current assets | | | [removed: 9,497] [added: 12,756] | | | | | | [removed: 13,937] [added: 9,497] | | |

| Property, plant and equipment, net | | | [removed: 4,990] [added: 5,531] | | | | | | [removed: 4,553] [added: 4,990] | | |

| Other long-term assets | | | [removed: 3,990] [added: 4,209] | | | | | | [removed: 3,644] [added: 3,990] | | |

| Goodwill | | | [removed: 40,497] [added: 43,151] | | | | | | [removed: 41,608] [added: 40,497] | | |

| Other intangible assets, net | | | [removed: 18,568] [added: 17,817] | | | | | | [removed: 20,746] [added: 18,568] | | |

| Total assets | | | $ | [removed: 77,542] [added: 83,464] | | | | | $ | [removed: 84,488] [added: 77,542] | |

| Notes payable and current portion of long-term debt | | | $ | [removed: 505] [added: 2] | | | | | $ | [removed: 1,695] [added: 505] | |

| Trade accounts payable | | | [removed: 1,753] [added: 1,844] | | | | | | [removed: 1,766] [added: 1,753] | | |

| Accrued expenses and other liabilities | | | [removed: 4,540] [added: 4,961] | | | | | | [removed: 4,813] [added: 4,540] | | |

| Total current liabilities | | | [removed: 6,798] [added: 6,807] | | | | | | [removed: 8,274] [added: 6,798] | | |

| Other long-term liabilities | | | [removed: 5,694] [added: 5,700] | | | | | | [removed: 6,017] [added: 5,694] | | |

| Long-term debt | | | [removed: 15,500] [added: 18,416] | | | | | | [removed: 16,707] [added: 15,500] | | |

| Common stock - $0.01 par value, 2.0 billion shares authorized; [removed: 884.3] [added: 886.9] million issued and [removed: 719.1] [added: 706.9] million outstanding as of December 31, [removed: 2024; 880.5] [added: 2025; 884.3] million issued and [removed: 739.2] [added: 719.1] million outstanding as of December 31, [removed: 2023] [added: 2024] | | | 9 | | | | | | 9 | | |

| Additional paid-in capital | | | [removed: 16,727] [added: 17,194] | | | | | | [removed: 16,170] [added: 16,727] | | |

| Treasury stock | | | [removed: (8,163)] [added: (11,353)] | | | | | | [removed: (2,019)] [added: (8,163)] | | |

| Retained earnings | | | [removed: 44,188] [added: 46,891] | | | | | | [removed: 41,074] [added: 44,188] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (3,218)] [added: (207)] | | | | | | [removed: (1,748)] [added: (3,218)] | | |

| Total Danaher stockholders’ equity | | | [removed: 49,543] [added: 52,534] | | | | | | [removed: 53,486] [added: 49,543] | | |

| Noncontrolling interests | | | 7 | | | | | | [removed: 4] [added: 7] | | |

| Total stockholders’ equity | | | [removed: 49,550] [added: 52,541] | | | | | | [removed: 53,490] [added: 49,550] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 77,542] [added: 83,464] | | | | | $ | [removed: 84,488] [added: 77,542] | |

| | | | [removed: 2024] | | | | | | [removed: 2023 | | |] [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | |

| Sales | | | $ | [removed: 23,875] [added: 24,568] | | | | | $ | [removed: 23,890] [added: 23,875] | | | | | $ | [removed: 26,643] [added: 23,890] | | | | |

| Cost of sales | | | [removed: (9,669)] [added: (10,045)] | | | | | | [removed: (9,856)] [added: (9,669)] | | | | | | [removed: (10,455)] [added: (9,856)] | | | | | |

| Gross profit | | | [removed: 14,206] [added: 14,523] | | | | | | [removed: 14,034] [added: 14,206] | | | | | | [removed: 16,188] [added: 14,034] | | | | | |

February 24, 2026

February 24, 2026

| | | | 2025 | | | | | | 2024 | | |

| Investment losses, pretax gain on sale of product line and other | | | 228 | | | | | | 57 | | | | | | 182 | | |

| Proceeds from sale of product line | | | 9 | | | | | | — | | | | | | — | | |

| Borrowings (maturities longer than 90 days) | | | 1,556 | | | | | | — | | | | | | — | | |

Refer to Notes 2 and 3 for a discussion of acquisitions and discontinued operations.

The Company’s allowance for doubtful accounts as of December 31, 2025 reflects the Company’s best estimate of the expected future losses for its accounts

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

While the partnerships record these investments at fair

price is the price observed in standalone sales to customers.

The Company adopted the ASU effective January 1, 2025 on a prospective basis.

Refer to Note 7 for additional income tax disclosures.

In July 2025, the FASB issued ASU 2025-05, *Measurement of Credit Loss for Accounts Receivable and Contract Assets.* The ASU provides a practical expedient for the calculation of current expected credit losses for current accounts receivable and contract assets, allowing entities to assume that current conditions as of the balance sheet date will persist through the forecast period.

The Company will adopt the ASU effective January 1, 2026 on a prospective basis and expects to elect the practical expedient for the calculation of current expected credit losses.

The adoption is not anticipated to have a material impact to the Company’s allowance for doubtful accounts.

In September 2025, the FASB issued ASU 2025-06, *Targeted Improvements to the Accounting for Internal-Use Software.* The ASU updates the requirements for capitalization of internal-use software, removing all reference to prescriptive and sequential software development stages.

The ASU is effective for annual periods beginning after December 15, 2027 and for interim periods within those fiscal years.

The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, *Accounting for Government Grants Received by Business Entities.* The ASU establishes guidance on how to recognize, measure and present government grants, adopting certain principles from the grant accounting model in the International Accounting Standards 20, *Accounting for Government Grants and Disclosure of Government Assistance*.

The ASU is effective for annual reporting periods beginning after December 15, 2028 and interim periods within those fiscal years.

The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.

During 2025, there were no acquisitions.

| | | | 2025 | | | | | | 2024 | | |

| Sales | | | $ | 24,568 | | | | | $ | 23,920 | |

Pending Acquisition

On February 16, 2026, the Company entered into a definitive agreement to acquire all of the outstanding shares of Masimo Corporation (“Masimo”) for an aggregate cash purchase price of approximately $9.9 billion, including assumed indebtedness and net of acquired cash (the “Masimo Acquisition”).

Masimo is a leading specialty diagnostics provider of pulse oximetry and other patient monitoring systems, primarily in acute care settings.

Masimo generated revenues of approximately $1.5 billion in 2025.

The Company expects to include the Masimo business within its Diagnostics segment.

The transaction is subject to customary closing conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval.

The Company expects to finance the Masimo Acquisition using cash on hand and proceeds from debt financing.

On July 2, 2016, the Company completed the separation (the “Fortive Separation”) of its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification business) and the retail/consumer petroleum businesses by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity the Company incorporated to hold such businesses.

The accounting requirements for reporting the Fortive Separation as a discontinued operation were met when the Fortive Separation was completed.

In 2025, the Company recorded an income tax benefit of $14 million related to the release of previously provided reserves due to audit settlements and the expiration of statutes of limitations associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Fortive and Veralto entities.

This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings.

| North America(a) | | | $ | 2,418 | | | | | $ | 3,018 | | | | | $ | 4,920 | | | | | | | | | | | $ | 10,356 | |

| Western Europe | | | 2,558 | | | | | | 1,674 | | | | | | 1,706 | | | | | | | | | | | | 5,938 | | |

| Other developed markets(b) | | | 341 | | | | | | 518 | | | | | | 393 | | | | | | | | | | | | 1,252 | | |

February 20, 2025

February 20, 2025

* Net earnings per common share amount does not add due to rounding.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

Refer to Notes 2 and 3 for a discussion of acquisitions and discontinued operations, including the disposal of the Company’s former Environmental & Applied Solutions segment.

of the diversified portfolio of individual customers and geographical areas.

similar security from the same issuer within net earnings (the “Fair Value Alternative”).

Accounting Standards Recently Adopted—In August 2020, the FASB issued ASU No. 2020-06, *Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.* The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20.

Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per common share for convertible instruments.

On January 1, 2022, the Company adopted the ASU, and the ASU did not have a significant impact on the Company’s financial statements.

In November 2021, the FASB issued ASU No. 2021-10, *Government Assistance* (Topic 832), which requires annual disclosures of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

These required disclosures include information on the nature of transactions and related accounting policies used to account for transactions, detail on the line items on the balance sheet and income statement affected by these transactions including amounts applicable to each line, and significant terms and conditions of the transactions including commitments and contingencies.

The Company prospectively adopted the ASU effective January 1, 2022 and applied the disclosure guidance to all transactions within the scope of the ASU that were reflected in the financial statements at the date of initial application and new transactions that are entered into subsequent to the date of initial application.

During 2021, certain agencies of the U.S. government, including the Biomedical Advanced Research and Development Authority (“BARDA”) within the U.S. Department of Health and Human Services, agreed to finance an expansion of production capacity related to chromatography, liquid cell culture media, buffers and cell culture powder media and single-use consumables at certain of the Company’s Biotechnology businesses and the development of diagnostics testing technologies and the expansion of testing production capacity at certain of the Company’s Diagnostics businesses.

The Company’s businesses may enter into similar agreements in the future.

The amount awarded pursuant to these grants in 2021 totaled $568 million and is being paid over periods ranging from one year to four years.

In June 2022, the FASB issued ASU No. 2022-03, *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

The ASU clarifies the guidance in ASC 820, *Fair Value Measurement,* related to the measurement of the fair value of an equity security subject to contractual sale restrictions and introduces disclosure requirements related to such equity securities.

The Company early adopted the ASU effective July 1, 2022 and the impact of the adoption was not significant.

The Company is continuing to evaluate certain pre-acquisition contingencies associated with its 2024 acquisitions and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with these acquisitions.

The Company will make appropriate adjustments to the purchase price allocations, if any, prior to completion of the measurement periods, as required.

During 2022, the Company acquired seven businesses for total consideration of $582 million in cash, net of cash acquired.

The businesses acquired complement existing units of each of the Company’s three segments.

The Company recorded an aggregate of $389 million of goodwill related to these acquisitions.

| Sales | | | $ | 23,933 | | | | | $ | 24,427 | |

(a) Diluted net earnings from continuing operations for 2023 is calculated by taking net earnings from continuing operations and excluding the anti-dilutive MCPS dividends.

The 2023 unaudited pro forma net earnings from continuing operations were adjusted to exclude the pretax impact of $68 million of nonrecurring acquisition date fair value adjustments to inventory and the settlement of pre-acquisition share-based payment awards related to the Abcam Acquisition.

In addition, acquisition-related transaction costs of $27 million pretax for the year ended December 31, 2023 associated with the Abcam Acquisition were excluded from pro forma net earnings from continuing operations.

| | | | | | | | | | 2023 | | | | | | 2022 | | |

On April 15, 2022, all outstanding shares of the MCPS Series A converted into 11.0 million shares of the Company’s common stock.

The impact of the MCPS Series A calculated under the if-converted method was dilutive for the year ended December 31, 2022, and as such 3.0 million shares underlying the MCPS Series A were included in the calculation of diluted EPS and the related MCPS Series A dividends of $20 million were excluded from the calculation of net earnings for diluted EPS.

| Adjustment for MCPS dividends for dilutive MCPS | | | — | | | | | | — | | | | | | 20 | | |

| Net earnings from continuing operations attributable to common stockholders after assumed conversions for Diluted EPS | | | $ | 3,899 | | | | | $ | 4,200 | | | | | $ | 6,242 | |

| Weighted average MCPS converted shares | | | — | | | | | | — | | | | | | 3.0 | | |

Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and the independent registered public accounting firm’s audit report on the effectiveness of Danaher’s internal control over financial reporting are included in the Company’s financial statements for the year ended December 31, [removed: 2024] [added: 2025] included in Item 8 of this Annual Report on Form 10-K, under the headings “Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of [removed: 2024.][added: 2025.]

*Productivity Improvement and Cost Savings Initiative*

In the first quarter of 2025, the Company commenced an initiative to identify productivity improvement and cost savings opportunities that we anticipate would generate annual pre-tax savings of at least $150 million.

The Company expects these opportunities to be broad-based, including opportunities within China and the Diagnostics segment.

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Proposal 1–Election of Directors, Corporate Governance and Other Information in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders and from the information under the caption “Information About Our Executive Officers” in Part I hereof.

The information required by this Item is incorporated by reference from the sections entitled Director Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables and Information (other than the Pay Versus Performance [removed: disclosure) and] [added: disclosure),] Summary of Employment Agreements and Plans [added: and Proposal 4 - Approval of Amended and Restated Danaher Corporation Omnibus Incentive Plan] in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be “filed” and the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).

The information required by this Item is incorporated by reference from the sections entitled Beneficial Ownership of Danaher Common Stock by Directors, Officers and Principal [removed: Shareholders, Summary of Employment Agreements and Plans] [added: Shareholders] and [removed: Compensation Tables] [added: Proposal 4 - Approval of Amended] and [removed: Information] [added: Restated Danaher Corporation Omnibus Incentive Plan] in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of [removed: shareholders (provided that the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).][added: shareholders.]

The information required by this Item is incorporated by reference from the section entitled Director Independence and Related Person Transactions in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders.

The information required by this Item is incorporated by reference from the section entitled Proposal 2–Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: [101](#i5bc3333433014e15a4e94f9b2709d025_522)] [added: [106](#i01d9e213d3ae49e79373da2604df1bdf_522)] of this report.

| Valuation and Qualifying Accounts | | | [removed: [107](#i5bfb58b8c1a2447db8b21c095c181583_301)] [added: [112](#i1f3ebf3dab6c434eb1166eaccaef35d2_304)] | | |

| [removed: 2.1] [added: 10.17] | | | | | | [removed: [Separation and Distribution Agreement, dated as of September 29, 2023,] [added: [Letter Agreement] by and between Danaher Corporation and [removed: Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit21-separationanddis.htm)] [added: Matthew Gugino dated July 21, 2025*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000155/ex101letteragreementdana.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 2.1] [added: 10.1] to Danaher Corporation’s Current Report on Form 8-K filed [removed: on October 2, 2023] [added: July 24, 2025] | | |

| 3.2 | | | | | | [Amended and Restated By-laws of Danaher [removed: Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361621000096/ex31danaherbylaws7211.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361625000178/danaherbylaws2025.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed [removed: December 7, 2022] [added: September 10, 2025] | | |

| 4.12 | | | | | | [Description of Securities Registered Under Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit412descriptionofs.htm) | | | | | | [added: Incorporated by reference from Exhibit 4.12 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024] | | |

| 10.1 | | | | | | [Danaher Corporation 2007 Omnibus Incentive Plan, as amended and [removed: restated*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000116/ex101-2007plandecember20.htm)] [added: restated*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a101danahercorporation20.htm)] | | | | | | [removed: Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed December 8, 2021] | | |

| 10.4 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option Agreement for Non-Employee [removed: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit104stockoptionagr.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a104formofstockoptionagr.htm)] | | | | | | | | |

| 10.5 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement for Non-Employee [removed: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit105rsuagreementfo.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a105formofrsuagreementfo.htm)] | | | | | | | | |

| 10.6 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit106stockoptionagr.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a106formofstockoptionagr.htm)] | | | | | | | | |

| 10.7 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit107rsuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a107formofrsuagreement.htm)] | | | | | | | | |

| 10.8 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit108psuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a108formofpsuagreement.htm)] | | | | | | | | |

| [removed: 10.17] [added: 10.18] | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and [removed: Joakim Weidemanis,] [added: Matthew Gugino] dated [removed: as of May 15, 2020*](https://www.sec.gov/Archives/edgar/data/313616/000031361620000120/dhr-202073xexx103.htm)] [added: July 21, 2025*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000155/ex102agreementregardingc.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.3] [added: 10.2] to Danaher Corporation’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended] [added: 8-K filed] July [removed: 3, 2020] [added: 24, 2025] | | |

| [removed: 10.22] [added: 10.29] | | | | | | [removed: [Agreement Regarding Competition and Protection of Proprietary Interests] [added: [Aircraft Time Sharing Agreement] by and between Danaher Corporation and [removed: Georgeann Couchara] [added: Rainer M. Blair,] dated [removed: January 29, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1021-competeition.htm)] [added: as of November 17, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) [(3)](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.21] [added: 10.25] to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 | | |

| [removed: 10.23] [added: 10.30] | | | | | | [removed: [Agreement Regarding Competition and Protection] [added: [Form] of [removed: Proprietary Interests by and between Danaher Corporation] [added: Director] and [removed: Brian W. Ellis dated December 7, 2015*](https://www.sec.gov/Archives/edgar/data/313616/000031361617000066/dhr-20161231xexx1018.htm)] [added: Officer Indemnification Agreement](https://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.35] to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2008] | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Description of compensation arrangements for non-management [removed: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx1024.htm)] [added: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx1026.htm)] | | | | | | | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Management Agreement dated September 29, 2023 by and between FJ900, Inc. and Joust Capital II, LLC](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1015fj900-jciimanageme.htm) [(1)](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1015fj900-jciimanageme.htm) | | | | | | Incorporated by reference from Exhibit 10.15 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Interchange Agreement dated September 29, 2023 by and between Danaher Corporation and Joust Capital II, LLC](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1016jcii-danaherinterc.htm) [(2)](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1016jcii-danaherinterc.htm) | | | | | | Incorporated by reference from Exhibit 10.16 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 | | |

| [removed: 10.29] [added: 10.31] | | | | | | [Third Amended and Restated Credit Agreement, dated as of August 11, 2023, among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein](https://www.sec.gov/Archives/edgar/data/313616/000031361623000244/bankofamericathirdamende.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on August 15, 2023 | | |

| 19.1 | | | | | | [Danaher Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit191insidertrading.htm) | | | | | | [added: Incorporated by reference to Exhibit 19.1 to Danaher Corporation’s Annual Report on Form 10-K filed on February 20, 2025] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx211.htm)] | | | | | | | | |

| 22.1 | | | | | | [Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx221.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx221.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit231consentofpubli.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a231consentofindependent.htm)] | | | | | | | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx311.htm)] | | | | | | | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx312.htm)] | | | | | | | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx321.htm)] | | | | | | | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/dhr-20251231xexx322.htm)] | | | | | | | | |

| | | | (1) | | | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Stonehavens Global LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit [removed: 10.25,] [added: 10.27,] except as to the referenced aircraft and the name of the counterparty. | | |

| | | | (2) | | | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as Exhibit [removed: 10.26,] [added: 10.28,] except as to the referenced aircraft and, in certain cases, the name of the counterparty. | | |

| | | | (3) | | | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with [added: each of] Matthew R. McGrew [added: and Matthew Gugino] that is substantially identical in all material respects to the form of agreement referenced as Exhibit [removed: 10.27.] [added: 10.29.] | | |

| | | | (4) | | | Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (ii) Consolidated Statements of Earnings for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] and (vi) Notes to Consolidated Financial Statements. | | |

| Date: | | | February [removed: 20, 2025] [added: 24, 2026] | | | By: | | | | | | /s/ RAINER M. BLAIR | | |

| /s/ STEVEN M. RALES | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ MITCHELL P. RALES | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ RAINER M. BLAIR | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ FEROZ DEWAN | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ LINDA FILLER | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ CHARLES W. LAMANNA | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ TERI LIST | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ A. SHANE SANDERS | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ JOHN T. SCHWIETERS | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| /s/ ALAN G. SPOON | | | | | | February [removed: 20, 2025] [added: 24, 2026] | | | | | |

| 10.22 | | | | | | [Letter Agreement by and between Danaher Corporation and Julie Sawyer Montgomery dated June 3, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1022letteragreementjuli.htm) | | | | | | | | |

| 10.23 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Julie Sawyer Montgomery dated February 13, 2026*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1023agreementppiajulies.htm) | | | | | | | | |

| 10.24 | | | | | | [Letter Agreement by and between Danaher Corporation and Christopher P. Riley dated October 7, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1024letteragreementchri.htm) | | | | | | | | |

| 10.25 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Christopher P. Riley dated](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1025agreementppiachrist.htm) [February 12, 2026](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1025agreementppiachrist.htm)[*](https://www.sec.gov/Archives/edgar/data/313616/000031361626000062/a1025agreementppiachrist.htm) | | | | | | | | |

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| 10.18 | | | | | | [Transition Agreement by and between Danaher Corporation and Joakim Weidemanis, dated as of June 16, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000174/dhr-20240616xexx101.htm) | | | | | | Incorporated by referenced from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on June 20, 2024 | | |

| 10.27 | | | | | | [Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as of November 17, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) [(3)](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) | | | | | | Incorporated by reference from Exhibit 10.25 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 | | |

| 10.28 | | | | | | [Form of Director and Officer Indemnification Agreement](https://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm) | | | | | | Incorporated by reference from Exhibit 10.35 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 | | |

| | | | | | | | | | | | |

| Director | | | | | | | | | | | |

| /s/ JESSICA L. MEGA, M.D., MPH | | | | | | February 20, 2025 | | | | | |

| Jessica L. Mega, M.D, MPH | | | | | | | | | | | |