v3.26.3
Stockholders' Equity and Stock-Based Compensation
 9 Months Ended
Sep. 25, 2026
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity and Stock-Based Compensation STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Stockholders’ Equity
The Company’s Board of Directors has approved the following programs to repurchase shares of the Company’s common stock:
Name of programDate of Board of Directors approvalNumber of shares of Company common stock approved for repurchase
Number of shares remaining available for repurchase as of September 25, 2026
2024 Repurchase ProgramJuly 22, 202420,000,000 — 
2025 Repurchase ProgramSeptember 9, 202535,000,000 32,000,000 
In each case, the approved program authorized or authorizes the repurchase of up to the specified number of shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. None of the repurchase programs were or are subject to an expiration date, and the timing and amount of any shares repurchased in the future will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. Any repurchase program with remaining availability may be suspended or discontinued at any time. Repurchased shares are and will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.
During the nine-month period ended September 25, 2026, the Company repurchased approximately 5.0 million shares of the Company’s common stock for $903 million, inclusive of excise taxes. Approximately 2.0 million of these shares were repurchased under the 2024 Repurchase Program and approximately 3.0 million of these shares were repurchased under the 2025 Repurchase Program.
During the three and nine-month periods ended September 26, 2025, the Company repurchased approximately 10.0 million and 14.5 million shares, respectively, of the Company’s common stock for approximately $2.0 billion and $3.1 billion, respectively, inclusive of excise taxes, as part of the 2024 Repurchase Program.
In the nine-month periods ended September 25, 2026 and September 26, 2025, the Company paid $27 million and $56 million in excise taxes related to the 2025 and 2024 share repurchases, respectively. Cash paid for excise taxes on share repurchases is included in all other financing activities in the accompanying Consolidated Condensed Statements of Cash Flows.
The following table summarizes the activity of the Company’s issued shares (shares in millions):
Three-Month Period EndedNine-Month Period Ended
September 25, 2026September 26, 2025September 25, 2026September 26, 2025
Common stock - shares issued:
Balance, beginning of period888.2 885.9 886.9 884.3 
Common stock-based compensation awards0.6 0.4 1.9 2.0 
Balance, end of period888.8 886.3 888.8 886.3 
Special Equity Awards
On August 4, 2026, the Company granted special long-term growth awards of non-qualified stock options and RSUs to certain executive officers and other key leaders under the Company’s Amended and Restated Omnibus Incentive Plan. Additionally, the Company granted special non-qualified stock options to purchase 1.0 million shares of the Company’s common stock and RSUs with respect to 0.5 million shares of the Company’s common stock to each of the Company’s founders, Steven M. Rales and Mitchell P. Rales, who serve as directors and executive officers of the Company.
The exercise price of each option described above was equal to the closing market price of the Company’s common stock on the grant date of August 4, 2026. The RSUs described above vest over periods ranging from 12 months to five years.
Compensation expense associated with these awards is recognized over the requisite service period. During both the three and nine-month periods ended September 25, 2026, the Company recognized $14 million of stock-based compensation expense related to these awards.
On October 9, 2026, each of Steven M. Rales and Mitchell P. Rales waived their rights to such RSUs for no consideration. In accordance with the accounting for the cancellation of equity awards under ASC 718, Compensation-Stock Compensation, the Company will recognize a non-cash charge for the remaining $185 million of unrecognized stock-based compensation cost associated with such RSUs in the fourth quarter of 2026. This amount is included in the unrecognized compensation cost described below.
Stock-Based Compensation
For a full description of the Company’s stock-based compensation programs, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report. As of September 25, 2026, approximately 50 million shares of the Company’s common stock were reserved for issuance under the Amended and Restated Danaher Corporation Omnibus Incentive Plan.
The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
Three-Month Period EndedNine-Month Period Ended
September 25, 2026September 26, 2025September 25, 2026September 26, 2025
RSUs/PSUs:
Pretax compensation expense$82 $49 $182 $137 
Income tax benefit(17)(10)(37)(28)
RSU/PSU expense, net of income taxes65 39 145 109 
Stock options:
Pretax compensation expense33 34 84 98 
Income tax benefit(7)(7)(18)(20)
Stock option expense, net of income taxes26 27 66 78 
Total stock-based compensation:
Pretax compensation expense115 83 266 235 
Income tax benefit(24)(17)(55)(48)
Total stock-based compensation expense, net of income taxes$91 $66 $211 $187 
Stock-based compensation has been recognized as a component of SG&A and R&D expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 25, 2026, $493 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately three years. As of September 25, 2026, $386 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income
Accumulated OCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts.
The changes in accumulated OCI by component are summarized below ($ in millions).
Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Three-Month Period Ended September 25, 2026:
Balance, June 26, 2026$(782)$(184)$171 $(795)
OCI before reclassifications:
Increase (decrease)(56)— (20)(76)
Income tax impact3 — — 3 
OCI before reclassifications, net of income taxes(53)— (20)(73)
Reclassification adjustments:
Increase (decrease)— 2 (a)2 (b)4 
Income tax impact— — (1)(1)
Reclassification adjustments, net of income taxes— 2 1 3 
Net OCI, net of income taxes(53)2 (19)(70)
Balance, September 25, 2026$(835)$(182)$152 $(865)
For the Three-Month Period Ended September 26, 2025:
Balance, June 27, 2025$(427)$(297)$155 $(569)
OCI before reclassifications:
Increase (decrease)(65)— 49 (16)
Income tax impact(6)— — (6)
OCI before reclassifications, net of income taxes(71)— 49 (22)
Reclassification adjustments:
Increase (decrease)— 2 (a)— (b)2 
Income tax impact— — (1)(1)
Reclassification adjustments, net of income taxes— 2 (1)1 
Net OCI, net of income taxes(71)2 48 (21)
Balance, September 26, 2025
$(498)$(295)$203 $(590)
Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Nine-Month Period Ended September 25, 2026:
Balance, December 31, 2025$(239)$(185)$217 $(207)
OCI before reclassifications:
Increase (decrease)(589)— 13 (576)
Income tax impact(7)— — (7)
OCI before reclassifications, net of income taxes(596)— 13 (583)
Reclassification adjustments:
Increase (decrease)— 4 (a)(77)(b)(73)
Income tax impact— (1)(1)(2)
Reclassification adjustments, net of income taxes— 3 (78)(75)
Net OCI, net of income taxes(596)3 (65)(658)
Balance, September 25, 2026$(835)$(182)$152 $(865)
For the Nine-Month Period Ended September 26, 2025:
Balance, December 31, 2024$(2,904)$(300)$(14)$(3,218)
OCI before reclassifications:
Increase (decrease)2,350 — (112)2,238 
Income tax impact56 — — 56 
OCI before reclassifications, net of income taxes2,406 — (112)2,294 
Reclassification adjustments:
Increase (decrease)— 6 (a)330 (b)336 
Income tax impact— (1)(1)(2)
Reclassification adjustments, net of income taxes— 5 329 334 
Net OCI, net of income taxes2,406 5 217 2,628 
Balance, September 26, 2025
$(498)$(295)$203 $(590)
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost (refer to Note 8 for additional details).
(b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 12 for additional details).