{"url_path":"/sec/masi/8-k/2026-06-10/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/937556/0001104659-26-072151-index.html","accession_number":"0001104659-26-072151","cik":"0000937556","ticker":"MASI","issuer_name":"MASIMO CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/937556/0001104659-26-072151-index.html","primary_entity_key":"0000937556","primary_entity_name":"MASIMO CORP"},"word_count":538,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition of Assets.**\n\n \n\nThe information set forth in the Introductory\nNote of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\n \n\nPursuant to the Merger Agreement, at the effective\ntime of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share (“Common\nStock”), of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time\n(other than any (i) Shares owned by Parent, Merger Sub or the Company, (ii) Shares owned by any wholly owned subsidiary of Parent (other\nthan Merger Sub) or any wholly owned subsidiary of the Company and (iii) Shares in respect of which appraisal has been duly demanded,\nand not effectively withdrawn or otherwise waived or lost, pursuant to Section 262 of the General Corporation Law of the State of Delaware)\nwas automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without\ninterest (the “Per Share Merger Consideration”).\n\n \n\nIn addition, pursuant to the Merger Agreement,\nat the Effective Time:\n\n(i)each option to purchase Shares (each, an “Option”) that was outstanding as of immediately\nprior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive, for each\nShare subject to such Option, the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Option,\nless any applicable tax withholding;\n\n(ii)each restricted stock unit award granted under the Company’s stock plans or otherwise (each, an\n“RSU”) that was outstanding as of immediately prior to the Effective Time, other than RSUs held by non-employee directors,\nwas assumed by Parent and converted into a number of Parent restricted stock units equal to the product of the number of shares of Parent\ncommon stock equal to the number of Shares underlying the RSU immediately prior to the Effective Time *multiplied by* the\nquotient of (a) the Per Share Merger Consideration, *divided by* (b) the volume weighted average trading price\nper share of Parent common stock for the ten trading day period ending on and including the Closing Date, with the same terms and conditions\nas applied to such RSU immediately prior to the Effective Time. Following the Effective Time, the converted Parent restricted stock units\nare subject to partial or full double-trigger acceleration;\n\n(iii)each RSU held by a non-employee director of the Company that was outstanding as of immediately prior to\nthe Effective Time was cancelled and converted into the right to receive the Per Share Merger Consideration; and\n\n(iv)each performance stock unit granted under the Company’s stock plans or otherwise (each, a “PSU”)\nthat was outstanding as of immediately prior to the Effective Time, as determined at target performance, was cancelled and converted into\nthe right to receive the product of (a) the Per Share Merger Consideration and (b) the number of Shares underlying such PSU, without interest\nand less any applicable tax withholding.\n\n \n\n \n\n \n\n \n\nThe foregoing summary does not purport to be a\ncomplete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto\nas Exhibit 2.1 and is incorporated herein by reference."}