Regulation FD Disclosure Form 8 K

Item 7.01.Regulation FD Disclosure

Update on Potential Separation of Consumer Business

As Masimo Corporation ("Masimo") previously disclosed, Masimo entered into a non-binding term sheet with a third party (the "Potential JV Partner") pursuant to which Masimo would sell the majority stake of its consumer audio and consumer health businesses to a joint venture (the "Potential JV") and the Potential JV Partner would make a cash payment to Masimo and also contribute cash to the Potential JV. The Potential JV Partner subsequently provided to Masimo a non-binding term sheet confirmation regarding the Potential JV (the "Term Sheet Confirmation").

In connection with the Term Sheet Confirmation, Masimo agreed to grant the Potential JV Partner a one-time extension of the parties' exclusivity arrangement with respect to the Potential JV to mid-August. The exclusivity period has expired, but Masimo and the Potential JV Partner are actively continuing their discussions and negotiations regarding the Potential JV without exclusivity.

Masimo has separately received unsolicited inbound requests from other potential acquirors of its consumer audio business. In parallel with Masimo's continued discussions with the Potential JV Partner, with the expiration of Masimo's prior exclusivity restrictions, Masimo, through its financial advisor, Morgan Stanley, intends to commence discussions with the parties. Masimo's Board of Directors will seek and evaluate the optimal value-maximizing structure of the separation of Masimo's consumer business, including a joint venture, spin-off of the consumer business into a new public company or complete sale of the consumer audio business, either with or without the consumer health business. In all cases, Masimo would retain its professional healthcare and telehealth/telemonitoring products.

As stated during Masimo's conference call to discuss the company's second quarter 2024 results, Masimo intends to act decisively to execute on separating its consumer business through a transaction unanimously approved by Masimo's Board of Directors that best maximizes value for Masimo's stockholders and places the company on the best path to meet its long-term goal of $8 earnings per share in five years. Masimo expects to provide stockholders with further updates regarding the separation of the company's consumer business as they develop.

The foregoing description does not purport to contain or present all information relating to the Potential JV, or a potential sale or spinoff of Masimo's consumer business, and the final terms of any potential transaction may differ materially from what is described in this Current Report on Form 8-K (this "Form 8-K") and the Term Sheet Confirmation.

In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.