{"filing":{"accession_number":"0001104659-26-072151","cik":"0000937556","ticker":"MASI","company_name":"MASIMO CORP","form":"8-K","filing_date":"2026-06-10","report_date":null,"primary_document":"tm2617395d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/937556/000110465926072151/tm2617395d1_8k.htm"},"events":[{"id":5591,"run_id":4906,"accession_number":"0001104659-26-072151","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Masimo completed a merger in which shareholders received $180.00 per share in cash consideration, resulting in Masimo becoming a wholly owned subsidiary of the acquirer. The merger involved automatic cancellation and conversion of common stock and equity awards, modification of security holder rights, amendment of governing documents, termination of a material credit agreement, and delisting from Nasdaq.","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5765,"accession_number":"0001104659-26-072151","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the consummation of the Merger\" on the Closing Date. While Item 1.02 nominally covers termination of definitive agreements, the operative event here is the merger itself and its financing consequences. The full payoff of all principal, interest, and fees under the Credit Agreement and release of guarantees are material consequences of the merger transaction, making this fundamentally an M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5766,"accession_number":"0001104659-26-072151","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Masimo shareholders received $180.00 per share in cash consideration, with detailed treatment of equity awards (options, RSUs, PSUs) at the Effective Time. The filing describes the automatic cancellation and conversion of common stock and equity instruments pursuant to a Merger Agreement, which constitutes a material acquisition/change of control event affecting all shareholders and security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5767,"accession_number":"0001104659-26-072151","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 3.01 addresses delisting, the core event disclosed is the consummation of a merger (the \"Closing Date\" and \"Merger\" referenced throughout). The delisting is a consequence of the merger closing, not the primary material event. The filing incorporates Items 2.01 and 3.03, which typically cover merger/acquisition activity and material agreements. The cessation of trading and removal from Nasdaq listing are procedural consequences of the merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5768,"accession_number":"0001104659-26-072151","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from a merger completion. The prose explicitly states that shares were \"cancelled and converted automatically\" into merger consideration and that stockholders \"ceased to have any rights as stockholders of the Company\" except the right to receive per-share consideration. This is the equity-side consequence of a merger transaction (referenced as \"the Merger\" with incorporation of Items 2.01 and 5.03, which typically cover M\u0026A activity). The event is material as it fundamentally alters the ownership structure and rights of existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5769,"accession_number":"0001104659-26-072151","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control resulting from a merger in which Masimo became a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The filing references Items 2.01 and 5.03, which typically detail the merger agreement and related transaction terms, confirming this is a completed or substantially completed M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5771,"accession_number":"0001104659-26-072151","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws that occurred \"at the Effective Time\" of a merger pursuant to a \"Merger Agreement.\" The filing explicitly references Item 2.01 (which covers M\u0026A activity), indicating this is a merger completion event. The amendment of governing documents is a direct consequence of the merger becoming effective, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5592,"run_id":4906,"accession_number":"0001104659-26-072151","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Six directors (Catherine Szyman, Michelle Brennan, Quentin Koffey, Wendy Lane, Tim Scannell, and Darlene Solomon) resigned from the board, and three named executives (Catherine Szyman, Gregory Meehan, and Charles Dadswell) resigned from employment, all effective at the merger closing date.","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5770,"accession_number":"0001104659-26-072151","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on the departure of six directors (Catherine Szyman, Michelle Brennan, Quentin Koffey, Wendy Lane, Tim Scannell, and Darlene Solomon) who \"resigned from the board of directors\" and \"ceased to be directors,\" and three named executives (Catherine Szyman, Gregory Meehan, and Charles Dadswell) who \"will resign his or her employment\" effective the Closing Date. While the section also mentions Frank McFaden becoming a director and officers continuing, the principal disclosed action is the departure of multiple directors and named executives in connection with a merger. The change-in-control severance benefits and consulting arrangements are ancillary to the departures themselves.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5765,"accession_number":"0001104659-26-072151","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the consummation of the Merger\" on the Closing Date. While Item 1.02 nominally covers termination of definitive agreements, the operative event here is the merger itself and its financing consequences. The full payoff of all principal, interest, and fees under the Credit Agreement and release of guarantees are material consequences of the merger transaction, making this fundamentally an M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5766,"accession_number":"0001104659-26-072151","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Masimo shareholders received $180.00 per share in cash consideration, with detailed treatment of equity awards (options, RSUs, PSUs) at the Effective Time. The filing describes the automatic cancellation and conversion of common stock and equity instruments pursuant to a Merger Agreement, which constitutes a material acquisition/change of control event affecting all shareholders and security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5767,"accession_number":"0001104659-26-072151","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 3.01 addresses delisting, the core event disclosed is the consummation of a merger (the \"Closing Date\" and \"Merger\" referenced throughout). The delisting is a consequence of the merger closing, not the primary material event. The filing incorporates Items 2.01 and 3.03, which typically cover merger/acquisition activity and material agreements. The cessation of trading and removal from Nasdaq listing are procedural consequences of the merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5768,"accession_number":"0001104659-26-072151","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from a merger completion. The prose explicitly states that shares were \"cancelled and converted automatically\" into merger consideration and that stockholders \"ceased to have any rights as stockholders of the Company\" except the right to receive per-share consideration. This is the equity-side consequence of a merger transaction (referenced as \"the Merger\" with incorporation of Items 2.01 and 5.03, which typically cover M\u0026A activity). The event is material as it fundamentally alters the ownership structure and rights of existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5769,"accession_number":"0001104659-26-072151","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control resulting from a merger in which Masimo became a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The filing references Items 2.01 and 5.03, which typically detail the merger agreement and related transaction terms, confirming this is a completed or substantially completed M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5770,"accession_number":"0001104659-26-072151","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on the departure of six directors (Catherine Szyman, Michelle Brennan, Quentin Koffey, Wendy Lane, Tim Scannell, and Darlene Solomon) who \"resigned from the board of directors\" and \"ceased to be directors,\" and three named executives (Catherine Szyman, Gregory Meehan, and Charles Dadswell) who \"will resign his or her employment\" effective the Closing Date. While the section also mentions Frank McFaden becoming a director and officers continuing, the principal disclosed action is the departure of multiple directors and named executives in connection with a merger. The change-in-control severance benefits and consulting arrangements are ancillary to the departures themselves.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"},{"id":5771,"accession_number":"0001104659-26-072151","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws that occurred \"at the Effective Time\" of a merger pursuant to a \"Merger Agreement.\" The filing explicitly references Item 2.01 (which covers M\u0026A activity), indicating this is a merger completion event. The amendment of governing documents is a direct consequence of the merger becoming effective, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T13:43:21.632465+00:00","company_name":"MASIMO CORP","ticker":"MASI","filing_date":"2026-06-10"}]}