10-K: Masimo Reports Strong Healthcare Growth, Danaher Merger Ahead
Annual Report
Masimo Corporation's 2025 annual report highlights robust healthcare revenue growth, the planned sale of its non-healthcare business, and a definitive merger agreement with Danaher Corporation.
Summary
- Total revenue increased 9.4% to $1,526.9 million for the fiscal year ended January 3, 2026, compared to $1,395.2 million for the year ended December 28, 2024.
- Gross profit increased 19.0% to $945.2 million (61.9% of revenue) in 2025, up from $794.3 million (56.9% of revenue) in 2024.
- Operating income saw a substantial increase to $310.0 million (20.3% of revenue) in 2025, compared to $63.0 million (4.5% of revenue) in 2024.
- Net income from continuing operations, net of tax, rose to $207.7 million in 2025, from $16.2 million in 2024.
- The company reported a net loss of $(151.5) million for 2025, primarily due to a net loss from discontinued operations of $(359.2) million, which included significant intangible asset write-downs of approximately $44.0 million in cost of sales and $251.0 million in operating expenses.
- Basic income per share from continuing operations was $3.88 in 2025, compared to $0.30 in 2024.
- The sale of the non-healthcare consumer business (Sound United) to Harman International Industries, Incorporated, a wholly-owned subsidiary of Samsung Electronics, Ltd., was completed on September 23, 2025, for an aggregate purchase price of $350 million in cash.
- A definitive agreement to merge with Danaher Corporation was entered into on February 16, 2026, where each share of common stock will be converted into the right to receive $180.00 in cash.
- The company experienced installation backlogs for new customer conversions in fiscal 2023 and 2024, which carried over into fiscal 2025, due to hospital labor shortages and OEM partners' inability to provide equipment timely.
- A voluntary recall of select Rad-G products was initiated on February 14, 2024, related to an unintentional change in the device's power state.
- The company received subpoenas from the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) related to Rad-G and Rad-97 products, complaints, and alleged accounting irregularities/internal control deficiencies.
- In litigation with Apple Inc., a jury in November 2025 found Masimo's current product offerings do not infringe any Apple patents, but a discontinued Masimo W1 watch and charger infringed two design patents, resulting in a $250 award to Apple.
- The U.S. International Trade Commission (ITC) issued a Limited Exclusion Order and a Cease and Desist Order against Apple for infringing Masimo's pulse oximeter patents, which went into effect after the Presidential review period.
- The company is engaged in multiple legal disputes with its former Chairman and CEO, Joe Kiani, regarding employment termination and the Cross-Licensing Agreement with Willow Laboratories, Inc.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively due to strong performance in continuing healthcare operations, significant margin expansion, and strategic clarity from the Sound United divestiture and Danaher merger. However, ongoing legal disputes and regulatory scrutiny introduce notable uncertainties.
Positives
- Total revenue increased by 9.4% year-over-year, driven by higher consumable sales and an additional selling week.
- Gross profit margin improved significantly to 61.9% in 2025 from 56.9% in 2024, attributed to improved manufacturing efficiencies and a beneficial product mix.
- Operating income saw a substantial increase to $310.0 million in 2025 from $63.0 million in 2024, reflecting strong operational performance in continuing healthcare operations.
- Net income from continuing operations, net of tax, rose significantly to $207.7 million in 2025 from $16.2 million in 2024.
- Achieved a record level of new customer conversions and expanded hospital agreements in fiscal 2025, indicating strong market acceptance of healthcare products.
- Successfully divested the non-healthcare consumer business (Sound United) for $350 million, allowing for a refocused strategy on core medical technology.
- Entered into a definitive merger agreement with Danaher Corporation at $180.00 per share, providing a clear valuation and liquidity event for shareholders.
- A jury found Masimo's current product offerings do not infringe any Apple patents in one of the ongoing litigations.
- The ITC issued a Limited Exclusion Order and Cease and Desist Order against Apple for infringing Masimo's pulse oximeter patents, affirming Masimo's intellectual property rights.
Negatives
- Reported an overall net loss of $(151.5) million for 2025, primarily due to a significant net loss from discontinued operations of $(359.2) million.
- Discontinued operations included substantial intangible asset write-downs of approximately $44.0 million in cost of sales and $251.0 million in operating expenses.
- Litigation settlements increased to $2.8 million in 2025 from $0.5 million in 2024, reflecting ongoing legal costs.
- Engaged in multiple costly legal disputes with former Chairman and CEO Joe Kiani, including claims for severance and alleged improper denial of stock options.
- Facing arbitration with Willow Laboratories, Inc. over the Cross-Licensing Agreement, with Willow seeking at least $6.1 million in monetary damages and specific performance.
- Received subpoenas from the DOJ and SEC regarding Rad-G and Rad-97 products, complaints, and allegations of accounting irregularities and internal control deficiencies.
- A jury awarded Apple $250 in damages for infringement by a discontinued version of the Masimo W1 watch and charger.
- Experienced a cybersecurity incident on April 27, 2025, which temporarily impacted manufacturing facilities and the ability to process, fulfill, and ship customer orders.
- Full-time employees decreased from approximately 3,600 to 2,200, primarily due to the sale of Sound United, which could impact operational capacity or morale.
- Ongoing geopolitical conflicts (Russia-Ukraine, Israel-Palestine-Iran) introduce uncertainty and potential negative impacts on the global economy, energy supplies, and raw materials.
- The company is exposed to foreign currency exchange rate risks, which can lead to gains or losses on transactions and translations.
Risks
- The proposed merger with Danaher Corporation may not be completed within the anticipated timeframe or at all, due to regulatory approvals, closing conditions, or other factors, which could adversely affect business, financial results, and operations.
- Uncertainties associated with the merger could disrupt business, negatively impact relationships with suppliers, customers, and employees, and divert significant management time and resources.
- Provisions in the Merger Agreement, including a potential $305 million termination fee, could discourage competing acquirers or result in lower acquisition proposals.
- The business is highly dependent on the continued success and market acceptance of Masimo SET and Masimo rainbow SET technologies; failure to maintain acceptance would adversely affect revenue.
- New or recently introduced products may not achieve market acceptance, limiting growth and adversely affecting financial results.
- The Cross-Licensing Agreement with Willow Laboratories, Inc. purports to limit Masimo's ability to commercialize new products and technologies for non-vital signs parameters, potentially impairing growth.
- A dispute with Willow Laboratories, Inc. regarding the Cross-Licensing Agreement could result in damages awarded against the company or the loss of its exclusive license to rainbow technology.
- Dependence on domestic and international OEM partners for a portion of revenue; if they do not devote sufficient resources to promoting Masimo technologies, business would be harmed.
- Failure to maintain or develop relationships with Group Purchasing Organizations (GPOs) could lead to a decline in product sales.
- Inadequate levels of coverage or reimbursement from governmental or other third-party payers for products or procedures using products may cause revenue to decline.
- The loss of any large customer or distributor, or any cancellation or delay of a significant purchase, could reduce net sales and harm operating results.
- Counterfeit Masimo sensors and third-party reprocessed single-patient-use sensors may harm the company's reputation and adversely affect business and financial condition.
- Inadequate protection of patents, trademarks, or other intellectual property rights could lead to loss of market share or inability to operate profitably.
- Claims of intellectual property infringement by third parties could result in liabilities, costs, or the need to redesign or discontinue selling certain products.
- Ongoing litigation to protect and enforce intellectual property rights (e.g., against Apple) may result in substantial expense and divert management's attention.
- Failure to obtain and maintain FDA clearances or approvals on a timely basis would prevent commercialization of current, upgraded, or new products in the U.S.
- Ongoing post-market regulation by regulatory authorities; non-compliance could lead to enforcement actions, penalties, or harm to the business.
- Promotion of products using off-label, unsubstantiated, false, or misleading claims could subject the company to substantial penalties.
- The increasingly demanding and evolving regulatory environment governing information, data security, and privacy could result in claims, penalties, or increased costs.
- Subject to federal and state healthcare fraud and abuse laws; non-compliance could lead to substantial penalties, including exclusion from federal healthcare programs.
- Changes to U.S. government regulatory, funding, staffing, trade, and other policies (e.g., FDA layoffs, Medicaid cuts, tariffs) could adversely affect business operations.
- Under the Cross-Licensing Agreement, the company may be required to assign certain products and technologies related to non-vital sign parameters to Willow without reimbursement for development expenses.
- Inability to obtain key materials and components from sole or limited source suppliers could prevent timely delivery of products to customers.
- Future strategic transactions, including acquisitions or separations of businesses, could negatively affect financial condition if integration fails or desired results are not achieved.
- New products and changes to existing products could fail to attract or retain users or generate revenue and profits.
- The Credit Facility contains covenants and restrictions that may limit operational flexibility, and a breach could result in acceleration of debt.
- The company may need additional capital; failure to raise it on favorable terms could limit business growth.
- Concentration of stock ownership among existing directors, executive officers, and principal stockholders may prevent new investors from influencing significant corporate decisions.
- Inability to accurately forecast financial and operating results or meet publicly announced guidance could negatively impact stock price and expose the company to litigation.
- Corporate documents and Delaware law contain provisions that could discourage, delay, or prevent a change in control.
- Recent changes to senior leadership and the Board could create uncertainties and adversely impact business.
- Exclusive forum provisions in bylaws could limit stockholders' ability to obtain a favorable judicial forum for disputes.
- Significant fluctuations in periodic financial results due to economic conditions, inflation, interest rates, and foreign currency exchange rates.
- A dispute with former Chairman and CEO, Mr. Kiani, could be costly and adversely affect the business.
- Loss of key personnel or inability to attract and retain other key personnel could hinder operations and growth objectives.
- Adverse developments affecting the financial services industry could impair access to funding sources and other credit arrangements.
- Changes in accounting pronouncements and tax laws, or their interpretation, could significantly impact reported results.
- Defined benefit pension plans are subject to financial market risks that could adversely affect future results of operations and cash flows.
- Involvement in other litigation and investigations could be expensive and divert management resources.
- Changes to government immigration regulations may materially affect the workforce and limit the supply of qualified professionals.
- Risks inherent in operating internationally, including trade regulations, geopolitical conflicts, and foreign currency exchange rates, may adversely impact business.
- Reliance on a limited number of manufacturing locations; any disruption could adversely affect business.
- Inaccurate forecasting of customer demand may lead to suboptimal inventory levels, affecting revenue and profitability.
- Failure to comply with Exchange Act reporting obligations or maintain adequate internal control over financial reporting could adversely affect business and investor confidence.
- Changes in corporate governance and public disclosure requirements increase compliance costs and divert management attention.
- Product liability claims could lead to substantial liability and costs.
- Environmental and personal injury liabilities related to hazardous materials used in operations.
- Reliance on information technology; any failure, inadequacy, interruption, or cybersecurity lapse could harm the ability to operate effectively.
- Artificial intelligence presents risks and challenges, including security risks to confidential information and potential reputational harm.
- The impact of the Russian invasion of Ukraine, ongoing instability in Venezuela, and the Israel-Palestine-Iran Conflict on the global economy, energy supplies, and raw materials is uncertain but may negatively impact business.
Future Outlook
The company is optimistic about the long-term prospects of patient care, hospital automation, and expanding patient monitoring into other growth markets such as outpatient and ambulatory surgery centers. It plans to continue seeking differentiated growth opportunities by cross-leveraging technologies and advancing integration into hospital automation and cloud-based solutions. The proposed merger with Danaher Corporation is expected to close in the second half of 2026, subject to customary closing conditions including stockholder and regulatory approvals.
Management Comments
- "We are excited about the long-term prospects of patient care, hospital automation and advancing our initiatives of expanding patient monitoring through the hospital, and into other growth markets such as outpatient and ambulatory surgery centers."
- "The widespread caregiver shortage demands have created transformative changes in the healthcare space. Patients continue to gravitate toward products that can extend the reach of physicians without any compromise on the quality of care."
- "We continue to seek out differentiated growth opportunities to cross-leveragetechnologies, while continuing to advance our integration technologies into the hospital to advance hospital automation connectivity and cloud-based technologies."
- "While we experienced volatility in our healthcare business, we continue to be optimistic about our long-term growth and prospects."
- "Our 2025 performance serves as a positive indication that our growth strategy is working."
- "We continue to be vigilant in our efforts to address the labor shortages, including engaging additional third-party installation service providers."
- "Our hospital business continued to be strong, as our growth in contracting reflects."
Industry Context
StockSavvy.ai notes that Masimo's strategic refocus on its core medical technology business, highlighted by the divestiture of Sound United, aligns with a broader industry trend of specialization and optimization. The company's emphasis on noninvasive patient monitoring and hospital automation addresses critical needs in healthcare, particularly in an environment of widespread caregiver shortages and increasing demand for efficient, remote care solutions. The proposed acquisition by Danaher Corporation reflects ongoing consolidation in the medical technology sector, where larger entities seek to integrate innovative technologies to expand their market footprint. The extensive intellectual property litigation, especially with Apple, underscores the intense competitive landscape and the high value placed on proprietary technology in both medical devices and consumer health tech.
Comparison to Industry Standards
- Masimo SET pulse oximetry is chosen as the primary pulse oximeter technology by all of the top ten hospitals according to the 2024-2025 U.S. News & World Report Best Hospitals Honor Roll, indicating a strong market leadership position and high clinical acceptance compared to conventional pulse oximeters.
- Masimo SET has demonstrated superior clinical outcomes, including reducing severe retinopathy of prematurity in neonates, improving CCHD screening in newborns, and, when used with Masimo Patient SafetyNet in post-surgical wards, reducing rapid response team activations, ICU transfers, and costs, which had not been shown by conventional pulse oximetry before SET's introduction.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Interim CEO | N/A | Michelle Brennan | September 24, 2024 | Appointment by the Board following the termination of the previous CEO. |
| Chairman of the Board | Joe Kiani | Michelle Brennan | February 12, 2025 | Appointment by the Board following the termination of the previous Chairman and CEO. |
| Chief Executive Officer | Michelle Brennan (Interim) | Catherine Szyman | February 12, 2025 | Appointment by the Board. |
| Treasurer of Masimo Foundation | Micah Young (EVP, Chief Financial Officer) | N/A | January 9, 2025 | Resignation; new Treasurer appointed by the Masimo Foundation Board. |
| Secretary of Masimo Foundation | Mr. McClenahan (Former EVP, General Counsel and Corporate Secretary) | N/A | January 9, 2025 | Resignation; new Secretary appointed by the Masimo Foundation Board. |
| Chairman and Chief Executive Officer | Joe Kiani | N/A | October 24, 2024 | Termination for cause by the Board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Oversight Structure | The Nominating, Compliance and Corporate Governance Committee oversees corporate responsibility, sustainability, and executive management succession planning. | N/A | Enhances strategic oversight of key non-financial and leadership aspects of the company. |
| Oversight Structure | The Audit Committee oversees the cybersecurity program and its alignment with overall risk management, including monitoring cybersecurity, data privacy, and IT risks. | N/A | Strengthens governance and risk management in critical areas of cybersecurity and data privacy. |
| Policy | Exclusive forum provisions in bylaws designate Delaware courts as the sole forum for certain disputes. | N/A | May limit stockholders' ability to choose a favorable judicial forum for certain disputes, potentially centralizing legal proceedings. |
| Policy | The company has implemented and maintains policies and procedures designed to ensure compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. | N/A | Mitigates legal and reputational risks associated with bribery and sanctions violations in international operations. |
| Policy | The company has implemented procedures and processes to comply with evolving data privacy and protection laws, such as CPRA and GDPR. | N/A | Addresses increasing regulatory demands and reduces risks of non-compliance in data privacy and security. |
Legal Proceedings
- **Apple Inc. Litigation (U.S. District Court for the Central District of California)**: Filed January 9, 2020, for patent infringement, trade secret misappropriation, and inventorship correction. IPR proceedings found some Masimo patents valid, others invalid. A jury trial on trade secret, ownership, and inventorship claims resulted in a mistrial on May 1, 2023. A bench trial on these claims commenced on November 5, 2024, with final arguments on February 3, 2025. A jury trial on patent infringement claims in November 2025 returned a verdict of $634 million against Apple. Post-trial motions are currently being briefed.
- **Apple Inc. Litigation (U.S. International Trade Commission ITC)**: Filed June 30, 2021, for patent infringement. On January 10, 2023, an Administrative Law Judge ruled Apple violated Section 337 by importing and selling certain Apple Watches infringing Masimo's pulse oximeter patents. On October 26, 2023, the ITC issued a Limited Exclusion Order (LEO) and a Cease and Desist Order (CDO) against Apple, which became effective after the Presidential review period. Apple's appeal to the Federal Circuit is pending, with oral arguments held on July 7, 2025. The U.S. Customs and Border Protection initially allowed importation of certain Apple Watches with the blood oxygen feature disabled (January 12, 2024) but later declined entry of a second redesigned Apple Watch (January 7, 2025). On August 1, 2025, the Enforcement Branch issued a ruling letter allowing importation of the second redesigned Apple Watch. Masimo initiated an action against Customs and Border Protection on August 20, 2025, and filed a request with the ITC on September 8, 2025, seeking clarification/modification of the LEO. The ITC instituted a combined enforcement and modification proceeding on November 14, 2025, with an evidentiary hearing on January 28, 2026.
- **Apple Inc. Litigation (U.S. District Court for the District of Delaware)**: Apple filed two complaints on October 20, 2022, alleging Masimo W1 watch infringed six utility and four design patents. Masimo counterclaimed for monopolization, attempted monopolization, false advertising, and infringement of ten patents. A jury trial in October 2024 found Masimo's current product offerings do not infringe any Apple patents, but a discontinued version of the Masimo W1 watch infringed one design patent and its charger infringed a second, awarding Apple a total of $250. Masimo's patent, false advertising, and antitrust counterclaims will be tried at a later date.
- **Securities Class Action (Sergio Vazquez)**: A putative class action complaint was filed on August 22, 2023, alleging violations of federal securities laws due to materially false and misleading statements regarding the performance of the healthcare business and the success of the legacy Sound United business. A motion to dismiss was granted in part on November 5, 2024, allowing surviving claims to proceed to discovery. The parties reached a settlement in principle on July 11, 2025, with preliminary approval granted on February 2, 2026. A Settlement Hearing is scheduled for May 5, 2026.
- **Derivative Actions (Linda McClellan, Dianne Himmelberger)**: Two similar derivative actions were filed on May 1, 2024, and May 16, 2024, alleging breaches of fiduciary duties by certain current and former executives and directors. The cases were consolidated on July 22, 2024, and stayed. The stay was lifted on March 14, 2025, and an Amended Complaint was filed on May 16, 2025. Defendants' deadline to respond is March 17, 2026.
- **Shareholder Demands**: The company received two shareholder requests under Delaware law demanding actions in response to alleged breaches of fiduciary duty; one demand was subsequently withdrawn. The Board has formed a review committee to assess the remaining demand.
- **DOJ Subpoena and Civil Investigative Demand (Rad-G/Rad-97)**: Received a subpoena from the DOJ on February 21, 2024, and a civil investigative demand on March 25, 2024, seeking documents and information related to Rad-G and Rad-97 products, complaints, and the Rad-G recall. The company is investigating the delay between the August 2023 decision to recall and the February 2024 initiation.
- **SEC Subpoena**: Received a subpoena from the SEC on March 26, 2024, seeking documents and information relating to allegations from a former employee of potential accounting irregularities, internal control deficiencies, and improper whistleblower restrictions.
- **Litigation with Joe Kiani (California Superior Court)**: Mr. Kiani filed a claim on September 19, 2024, relating to his Amended Employment Agreement, seeking declaratory relief for valid termination for Good Reason and certain benefits. An amended complaint was filed on October 31, 2024, adding claims for breach of contract and California Labor Code violations. A second amended complaint was filed on September 23, 2025, adding allegations of improperly denied stock options. The case is in discovery.
- **Litigation with Joe Kiani (Orange County Superior Court)**: Mr. Kiani filed a second lawsuit on May 22, 2025, against individual Board Members, asserting claims for violations of California Labor Code and Unfair Competition Law related to alleged failure to timely pay severance and wages. A motion to stay was denied on January 19, 2026.
- **Litigation with Joe Kiani (Delaware Court of Chancery)**: The company filed litigation on October 24, 2024, seeking judicial declarations that numerous provisions in Mr. Kiani's Amended Employment Agreement, including the Special Payment, are invalid and unenforceable. An Amended Complaint was filed on March 3, 2025, alleging directors abdicated their fiduciary duties. Mr. Kiani filed a motion to dismiss on March 17, 2025.
- **RTW Litigation (U.S. District Court for the Southern District of New York, transferred to Central District of California)**: The company commenced litigation on October 25, 2024, against RTW Defendants and Mr. Kiani for disgorgement of short-swing profits under Section 16(b) of the Exchange Act, alleging an empty voting scheme. The claim against Mr. Kiani was voluntarily dismissed without prejudice on August 5, 2025, and the Section 13(d) claim against RTW Defendants was dismissed on August 6, 2025. The RTW Defendants' motion to dismiss was denied on August 18, 2025. The case has proceeded to discovery.
- **Willow Laboratories, Inc. Arbitration**: Willow filed a demand for arbitration on May 26, 2025, asserting rights under the Cross-Licensing Agreement, including claims for monetary damages of at least $6.1 million and specific performance for alleged breaches by the company. The company has asserted counterclaims seeking repayment of historical royalty overpayments, re-assignment of intellectual property rights, and declaratory judgment on the enforceability and scope of its obligations.
Related Party Transactions
- **Willow Laboratories, Inc.**: The company has a Cross-Licensing Agreement with Willow, which is chaired by former CEO Joe Kiani. Royalty expenses to Willow were $22.6 million in 2025, $20.4 million in 2024, and $19.2 million in 2023. Following Mr. Kiani's termination, minimum annual royalties increased to $15.0 million plus $2.0 million for an additional parameter, and a $2.5 million license fee for blood glucose monitoring technology was paid. Willow invoiced $12.8 million for remaining 2025 minimum royalty (paid in Q2 2025) and $27.0 million for 2026 minimum royalty and other claims (Masimo determined $17.0 million due, paid January 30, 2026). An Administrative Services Agreement with Willow was terminated effective April 30, 2025, with charges of $0.1 million in 2025 ($0.5 million in 2024 and 2023). A lease agreement with Willow for Irvine office space expired on December 31, 2024, and was not renewed, resulting in no lease income in 2025 ($1.2 million in 2024 and 2023). Net amounts accrued and unpaid to Willow were $6.4 million as of January 3, 2026, and $4.9 million as of December 28, 2024.
- **Masimo Foundation for Ethics, Innovation and Competition in Healthcare**: Joe Kiani is the Chairman. The company made no cash contributions in 2025 ($2.5 million in 2024, $1.0 million in 2023) and halted all payments as of Q3 2024, with no intention for future contributions.
- **Like Minded Media Ventures (LMMV)**: Joe Kiani is a co-founder, board member, and CEO. A marketing service agreement for audiovisual production was terminated in Q4 2024. No marketing expenses were incurred in 2025 or 2024 ($1.5 million in 2023).
- **Aircraft Time Share Agreement with Mr. Kiani**: This agreement was terminated upon Mr. Kiani's employment termination. Charges to Mr. Kiani were less than $0.1 million in both 2024 and 2023.
- **Politan Capital Management LP**: Politan, which beneficially owned approximately 8.8% of outstanding shares as of September 24, 2024, and has directors on the Board, received payments of $0.1 million in 2025 ($27.6 million in 2024, $18.0 million in 2023). The company received a $2.0 million payment from Politan related to legal expenses in 2025.
- **Cardinal Health, Inc.**: Michelle Brennan, the Chairman of the Board, also sits on the board of Cardinal Health, Inc. Sales to Cardinal were approximately $118.5 million in 2025 ($114.1 million in 2024, $93.9 million in 2023). Amounts owed from Cardinal were approximately $14.9 million as of January 3, 2026, and $14.3 million as of December 28, 2024.
Stakeholder Impact
- **Shareholders**: The proposed merger with Danaher Corporation at $180.00 per share offers a significant premium and a clear liquidity event. However, it means shareholders will forgo potential future appreciation in Masimo's value as an independent entity. Ongoing litigation and regulatory investigations could introduce uncertainty and impact the merger's terms or timeline.
- **Employees**: The sale of Sound United resulted in a decrease of approximately 1,400 full-time employees. The company's compensation programs are designed to attract and retain talent, and succession planning is in place for critical roles. Management changes and ongoing legal disputes could create uncertainty and impact employee morale.
- **Customers**: Continued innovation in patient monitoring technologies and hospital automation aims to improve care delivery and efficiency. However, past installation delays due to hospital labor shortages could affect customer satisfaction. The ITC ruling against Apple and the ongoing patent disputes highlight efforts to protect technology that benefits customers.
- **Suppliers**: The company's dependence on sole or limited source suppliers for key materials and components poses a risk to supply chain stability. Adjustments to the supply chain and manufacturing are being made to mitigate the impact of tariffs.
- **Creditors**: The new 2025 Credit Facility provides $750.0 million in unsecured borrowings, subject to financial covenants (Total Net Leverage Ratio not to exceed 3.50 to 1.00, Interest Coverage Ratio not less than 3.00 to 1.00). Compliance with these covenants is crucial for maintaining financial flexibility.
Next Steps
- Complete the merger with Danaher Corporation, expected in the second half of 2026, subject to stockholder and regulatory approvals.
- Continue to address hospital labor shortages and installation backlogs, potentially by engaging additional third-party installation service providers.
- Vigorously pursue all claims against Apple and defend against Apple's claims in ongoing litigation, including post-trial motions regarding the $634 million jury verdict.
- Cooperate with DOJ and SEC investigations related to Rad-G/Rad-97 products and alleged accounting irregularities/internal control deficiencies.
- Continue to evaluate and enhance cybersecurity policies, procedures, and controls following the April 2025 incident.
- Resolve the dispute with Willow Laboratories, Inc. regarding the Cross-Licensing Agreement and royalty payments through arbitration.
- Monitor and mitigate the impact of geopolitical conflicts and trade restrictions on global operations and supply chain.
- Continue to evaluate the impact of new accounting standards (ASU 2024-03, ASU 2025-01, ASU 2025-05, ASU 2025-06, ASU 2025-09) on consolidated financial statements.
- Contribute an expected $1.5 million to defined benefit plans for fiscal year 2026.
- Defendants' deadline to respond to the Amended Complaint in the Derivative Actions is March 17, 2026.
- Await the Initial Enforcement Determination by the Administrative Law Judge in the ITC proceeding, expected by March 18, 2026.
- Attend the Settlement Hearing scheduled for May 5, 2026, in the Securities Class Action.
- Await the Final Enforcement Determination from the ITC, expected by May 18, 2026.
Key Dates
| Date | Description |
|---|---|
| September 1, 2007 | Original Lease Agreement for Mexicali facility entered into. |
| December 17, 2013 | Lease term for Mexicali facility extended. |
| November 16, 2015 | Settlement and Covenant Not to Sue Agreement entered into with Mindray Medical International. |
| September 1, 2016 | Third Amendment to Settlement Agreement and Release of Claims with Cercacor Laboratories, Inc. and Medtronic Plc. |
| November 5, 2016 | Settlement Agreement entered into with Koninklijke Philips N.V. |
| June 1, 2017 | 2017 Equity Plan ratified and approved by stockholders. |
| September 22, 2017 | Offer Letter issued to Micah Young. |
| December 2019 | Lease agreement with Willow Laboratories, Inc. for Irvine office space commenced. |
| January 9, 2020 | Litigation initiated against Apple Inc. for patent infringement and trade secret misappropriation. |
| October 13, 2020 | District Court stayed patent infringement claims against Apple pending Inter Partes Review (IPR) proceedings. |
| October 15, 2020 | Second Addendum to Mexicali lease, extending term to December 16, 2025. |
| June 30, 2021 | Complaint filed with the U.S. International Trade Commission (ITC) against Apple. |
| January 14, 2022 | Second Amendment to the Amended Employment Agreement with Mr. Kiani. |
| June 2022 | Board approved a stock repurchase program. |
| July 2022 | Stock repurchase program became effective. |
| June 6, 2022 | ITC conducted an evidentiary hearing in the Apple case (concluded June 10, 2022). |
| September 9, 2022 | Rights Agreement adopted (terminated March 22, 2023). |
| January 10, 2023 | U.S. Administrative Law Judge ruled Apple violated Section 337 of the Tariff Act of 1930. |
| January 24, 2023 | U.S. Administrative Law Judge recommended the ITC issue an exclusion order and a cease and desist order on certain Apple Watches. |
| February 8, 2023 | Mr. Kiani agreed that the valid election of Politan nominees to the Board would not constitute a Change in Control. |
| February 27, 2023 | Audit Committee approved a weighted payout percentage of 100% for the 2020 PSU awards. |
| March 22, 2023 | Mr. Kiani voluntarily, irrevocably, and permanently waived his right to treat the appointment of any lead independent director as Good Reason to terminate his employment. |
| April 4, 2023 | District Court held a jury trial on Apple's trade secret, ownership, and inventorship claims (concluded May 1, 2023, with a mistrial). |
| June 5, 2023 | Mr. Kiani unconditionally, irrevocably, and permanently waived his right to assert a Change in Control under certain conditions. |
| June 26, 2023 | Stockholders voted to elect two directors nominated by Politan Capital Management LP to the Board. |
| July 10, 2023 | European Commission adopted its adequacy decision on the EU-U.S. Data Privacy Framework. |
| August 2023 | Company decided to conduct a voluntary recall of select Rad-G products. |
| October 26, 2023 | ITC issued a Notice of Final Determination finding a violation of Section 337 by Apple. |
| January 1, 2024 | One-year alternative fee agreement with a vendor for legal fees related to Apple litigation commenced. |
| January 12, 2024 | U.S. Customs and Border Protection Exclusion Order Enforcement Branch issued a ruling letter allowing importation of certain Apple Watches with the blood oxygen feature disabled. |
| February 14, 2024 | Voluntary recall of select Rad-G products initiated. |
| February 21, 2024 | Received a subpoena from the Department of Justice (DOJ) seeking documents and information related to Rad-G and Rad-97 products. |
| February 26, 2024 | Audit Committee approved a weighted payout percentage of 28% for the 2021 PSU awards. |
| March 25, 2024 | Received a civil investigative demand from the DOJ seeking documents and information related to customer returns of Rad-G and Rad-97 products. |
| March 26, 2024 | Received a subpoena from the Securities and Exchange Commission (SEC) seeking documents and information relating to allegations of potential accounting irregularities. |
| April 9, 2024 | Fourth Addendum or Amendment Agreement to update the address of the Leased Property in Mexicali. |
| April 29, 2024 | Company moved to dismiss the amended complaint in the Securities Class Action. |
| May 1, 2024 | A putative class action complaint was filed by Sergio Vazquez against the Company and its management. |
| May 16, 2024 | A purported stockholder, Dianne Himmelberger, filed a similar derivative action. |
| July 22, 2024 | The Court consolidated the Derivative Actions and stayed them. |
| August 1, 2024 | Third Amendment Agreement entered into for the Mexicali lease. |
| September 19, 2024 | Stockholders voted not to reelect Mr. Kiani to the Board; Mr. Kiani delivered notice of resignation as CEO and filed a claim in California Superior Court. |
| September 23, 2024 | Mr. Kiani delivered a further notification describing his decision to resign. |
| September 24, 2024 | Michelle Brennan was appointed to the role of interim CEO of the Company. |
| September 25, 2024 | Mr. Kiani delivered an amended notification of his decision to resign. |
| October 7, 2024 | Court granted summary judgment dismissing the company's inequitable conduct defense and counterclaim in the Apple lawsuit. |
| October 24, 2024 | Board adopted resolutions to terminate Mr. Kiani's employment for cause; Company filed litigation against Mr. Kiani in the Court of Chancery of the State of Delaware. |
| October 25, 2024 | Company commenced litigation against RTW Defendants and Mr. Kiani in the U.S. District Court for the Southern District of New York. |
| October 2024 | Jury trial held on Apple's patent claims, finding no infringement by current Masimo products but infringement by a discontinued Masimo W1 watch and charger. |
| October 31, 2024 | Mr. Kiani filed an amended complaint in California Superior Court. |
| November 5, 2024 | Bench trial commenced on Apple's trade secret, ownership, and inventorship claims. |
| November 5, 2024 | Court granted in part the motion to dismiss the Securities Class Action, allowing surviving claims to proceed to discovery. |
| December 1, 2025 | Company entered into a five-year unsecured credit agreement (2025 Credit Facility). |
| December 12, 2024 | Company filed its answer to Mr. Kiani's amended complaint and a motion to stay the proceedings. |
| December 28, 2024 | Fiscal year end; non-healthcare consumer business remained part of continuing operations, being evaluated for divestiture. |
| December 30, 2024 | Company filed an amended complaint in the RTW Litigation. |
| January 1, 2025 | California Privacy Rights Act (CPRA) went into effect. |
| January 7, 2025 | U.S. Customs and Border Protection Exclusion Order Enforcement Branch issued a second ruling letter declining entry of a second redesigned Apple Watch. |
| January 9, 2025 | Masimo Foundation Board appointed a new Treasurer and Secretary; Messrs. McClenahan and Young resigned from their respective roles. |
| January 17, 2025 | Company and Ms. Catherine Szyman entered into an offer letter for her service as CEO. |
| January 19, 2026 | Defendants' motion to stay was denied in Mr. Kiani's second lawsuit. |
| January 21, 2025 | Offer letter to Catherine Szyman for CEO role. |
| January 23, 2025 | Defendants filed motions to dismiss the RTW Litigation. |
| January 28, 2026 | Evidentiary hearing conducted in the ITC enforcement proceeding for Apple's second redesigned watch. |
| January 29, 2025 | Company completed the sale of the corporate aircraft for $19.5 million. |
| January 30, 2026 | Closing price of the company's stock was $137.33 per share. |
| January 30, 2026 | Payment of approximately $17.0 million made to Willow Laboratories, Inc. for minimum royalty and other claims. |
| February 2, 2026 | Court granted preliminary approval of class action settlement in the Securities Class Action. |
| February 3, 2025 | Final argument following the bench trial on Apple's trade secret, ownership, and inventorship claims occurred. |
| February 12, 2025 | Ms. Brennan's term as Interim CEO ended, and she was appointed Chairman of the Board; Ms. Catherine Szyman's role as CEO became effective. |
| February 16, 2026 | Company entered into an Agreement and Plan of Merger with Danaher Corporation. |
| February 20, 2026 | United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). |
| February 25, 2025 | Audit Committee approved a weighted payout percentage of 0% for the 2022 PSU awards. |
| March 3, 2025 | Company filed an Amended Complaint against Mr. Kiani in the Delaware Court of Chancery. |
| March 14, 2025 | The Court lifted the stay on the Derivative Actions. |
| March 17, 2025 | Mr. Kiani filed a motion to dismiss the Amended Complaint in Delaware. |
| March 24, 2025 | Offer letter issued to Lisa Hellmann. |
| March 29, 2025 | Non-healthcare consumer business was classified as held-for-sale and reported as discontinued operations. |
| March 31, 2025 | Willow Laboratories, Inc. provided notice to terminate the Administrative Services Agreement. |
| April 3, 2025 | Court granted the motion to transfer the RTW Litigation to the U.S. District Court for the Central District of California. |
| April 25, 2025 | Offer letter issued to Tim Benner. |
| April 27, 2025 | Identified unauthorized activity on the on-premise network (cybersecurity incident). |
| May 5, 2023 | Court ordered that the two Apple cases be coordinated through the pre-trial stage. |
| May 6, 2025 | Company announced entry into a definitive agreement to sell Sound United. |
| May 16, 2025 | Plaintiffs filed an Amended Complaint in the Derivative Actions. |
| May 22, 2025 | Mr. Kiani filed a second lawsuit against individual Board Members in Orange County, California. |
| May 26, 2025 | Willow Laboratories, Inc. filed a demand for arbitration against the Company. |
| May 28, 2025 | Parties engaged in mediation in the Securities Class Action. |
| June 12, 2025 | Company and a vendor agreed to terminate the Fee Agreement. |
| July 3, 2025 | Offer letter issued to Omar Ahmed. |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S. |
| July 7, 2025 | Oral arguments held in Apple's appeal to the Federal Circuit. |
| July 8, 2025 | Offer letter issued to Greg Meehan. |
| July 11, 2025 | Parties informed the Court that they reached a settlement in principle in the Securities Class Action. |
| July 12, 2025 | Defendants filed a motion to stay all proceedings in Mr. Kiani's second lawsuit. |
| July 21, 2025 | Court denied the company's motion to stay Mr. Kiani's first lawsuit. |
| August 1, 2025 | U.S. Customs and Border Protection Enforcement Branch issued a ruling letter allowing importation of the second redesigned Apple Watch. |
| August 5, 2025 | Company voluntarily dismissed its sole claim against Mr. Kiani without prejudice in the RTW Litigation. |
| August 6, 2025 | Court granted the Parties' joint stipulation to voluntarily dismiss Plaintiffs' Section 13(d) claim against the RTW Defendants. |
| August 11, 2025 | Offer letter issued to Charles Dadswell. |
| August 14, 2025 | Plaintiffs filed a motion for preliminary approval of class action settlement. |
| August 18, 2025 | Court denied in full the RTW Defendants' motion to dismiss. |
| August 20, 2025 | Company initiated an action against Customs and Border Protection in the U.S. District Court for the District of Columbia. |
| September 3, 2025 | RTW Defendants filed their Answer to the amended complaint. |
| September 8, 2025 | Company filed a request before the ITC seeking clarification or modification of the LEO. |
| September 23, 2025 | Company completed the sale of Sound United. |
| September 23, 2025 | Mr. Kiani filed a second amended complaint in California Superior Court. |
| November 14, 2025 | ITC instituted a combined enforcement and modification proceeding to evaluate Apple's second redesigned watch. |
| November 28, 2025 | Willow Laboratories, Inc. filed Statements of Additional Claims in arbitration. |
| November 28, 2025 | Fifth Amendment Agreement to Lease Agreement for Mexicali facility. |
| December 23, 2025 | Defendants filed a Motion for Judgment on the Pleadings in Mr. Kiani's second lawsuit. |
| January 3, 2026 | Fiscal year ended. |
| January 16, 2026 | Willow Laboratories, Inc. filed Statements of Additional Claims in arbitration. |
| February 26, 2026 | Date of filing of the Annual Report on Form 10-K. |
| March 17, 2026 | Defendants' deadline to respond to the Amended Complaint in the Derivative Actions. |
| March 18, 2026 | Expected Initial Enforcement Determination by the Administrative Law Judge in the ITC proceeding. |
| May 5, 2026 | Settlement Hearing scheduled for the Securities Class Action. |
| May 18, 2026 | Expected Final Enforcement Determination from the ITC. |
| Second half of 2026 | Expected closing of the merger with Danaher Corporation. |
Recommendation
holdThe definitive merger agreement with Danaher Corporation at a fixed price of $180.00 per share provides a clear valuation and exit strategy for current shareholders, limiting significant upside potential beyond the offer price. While the core healthcare business shows strong operational improvements and strategic focus, the ongoing legal battles and regulatory investigations introduce uncertainties that could impact the merger's timeline or terms, or the company's standalone value if the merger fails. Therefore, a "hold" recommendation is appropriate for investors to await the merger's completion while acknowledging the limited upside and existing risks.
Keywords
Medical Technology, Patient Monitoring, Masimo, Danaher, Merger, Acquisition, Healthcare, Pulse Oximetry, Signal Extraction Technology, rainbow SET, Hospital Automation, SafetyNet, Sound United, Divestiture, Financial Results, Revenue, Gross Profit, Operating Income, Net Loss, Legal Proceedings, Apple Lawsuit, Intellectual Property, Risk Factors, Corporate Governance, Cybersecurity, Regulatory Compliance, FDA, DOJ, SEC, Joe Kiani, Willow Laboratories, Stock Repurchase, Financial Performance, 10-K
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.