丹纳赫美股招股说明书(2026-04-22版)

Table of Contents DANAHER CORPORATION €Floating Rate Senior Notes due€% Senior Notes due€% Senior Notes due€% Senior Notes due We are offering €aggregate principal amount of floating rate senior notes due(the “floating rate notes”), €aggregate principalamount of% senior notes due(the “notes”), €aggregate principal amount of% senior notes due(the “notes”), and €aggregate principal amount of% senior notes due(the “notes” and, together with thenotes and thenotes, the “fixed ratenotes” and the fixed rate notes, together with the floating rate notes, the “notes”). The floating rate notes will mature on,, thenotes will mature on,, thenotes will mature on,, andthenotes will mature on,. We will pay interest on the floating rate notes quarterly in arrearson,,andof each year, commencing on, 2026. We will pay interest on thenotes, thenotesand thenotes annually in arrears onof each year, commencing on, 2027. The notes of each series will be issued only indenominations of €100,000 and integral multiples of €1,000 in excess thereof. We intend to use the net proceeds from the offering of the notes to fund a portion of the cash consideration payable for, and certain costsassociated with, our proposed acquisition (the “Masimo Acquisition”) of Masimo Corporation (“Masimo”). This offering is not conditioned upon thecompletion of the proposed Masimo Acquisition, and we cannot assure you that the Masimo Acquisition will be completed. If (i)we do not consummatethe Masimo Acquisition on or prior to November16, 2026 (or such later date to which the Agreement and Plan of Merger setting forth the terms of theMasimo Acquisition as in effect on the closing date of this offering (the “Merger Agreement”) may be extended in accordance with its terms (the“Outside Date”)), (ii) the Merger Agreement is terminated prior to such date, or (iii)we otherwise notify the trustee of the notes that we will not pursuethe consummation of the Masimo Acquisition, we will be required to redeem the fixed rate notes on the special mandatory redemption date at aredemption price equal to 101% of the aggregate principal amount of the fixed rate notes outstanding, plus accrued and unpaid interest to, but excluding,the special mandatory redemption date as further described under “Description of Notes—Special Mandatory Redemption.” The floating rate notes are not redeemable prior to maturity, except in connection with certain changes in applicable tax law. We may redeem someor all of the fixed rate notes at any time at the applicable redemption prices described in this prospectus supplement under the heading “Description ofNotes—Optional Redemption.” If a change of control triggering event as described in this prospectus supplement under the heading “Description Table of Contents of Notes—Change of Control Triggering Event” occurs, we may be required to offer to purchase all of the then outstanding notes from their holders. Inaddition, the notes of each series may be redeemed in whole but not in part, at any time at our option, in the event of certain changes in applicable taxlaw. See “Description of Notes—Redemption Upon Changes in Withholding Taxes.” The notes will be our general unsecured obligations and will rank without preference or priority among themselves and equally in right ofpayment with all of our existing and any future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that we may incur.The notes will be effectively subordinated to all of our existing and any future secured indebtedness to the extent of the assets securing suchindebtedness, and structurally subordinated to all existing and any future indebtedness and other liabilities of our subsidiaries. There are no sinkingfunds for the notes. Application will be made to have each series of the notes listed on The New York Stock Exchange. Currently there are no trading markets for any series ofthe notes. The listing application will be subject to approval by The New York Stock Exchange. If such a listing is obtained, we will have no obligation tomaintain such listing, and we may delist any series of the notes at any time. Investing in the notes involves risks. You should read this prospectus supplement and the accompanyingprospectus carefully before you make your investment decision. See “Risk Factors” beginning on page S-9 of thisprospectus supplement, as well as documents we file with the Securities and Exchange Commission that areincorporated by reference herein for more information. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The manufacturer target market (under MiFID II product governance rules) for the notes is eligible counterparties and professional clients only, each asdefined in MiFID II,