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 in its definitive proxy statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on June 17, 2024, a third party (the "Potential JV Partner") with whom Masimo's management had been engaged in discussions regarding a potential investment in Masimo informed Masimo in March 2024 that the Potential JV Partner would be interested in exploring an acquisition of a majority of Masimo's consumer business (the "Potential JV").

On May 7, 2024, Masimo entered into a non-binding term sheet with the Potential JV Partner (the "Term Sheet"), pursuant to which Masimo would sell the majority stake of its consumer audio and consumer health businesses to the Potential JV and the Potential JV Partner would make a cash payment to Masimo and also contribute cash to the Potential JV.

On July 2, 2024, after conducting six weeks of due diligence, the Potential JV Partner provided to Masimo a non-binding term sheet confirmation regarding the Potential JV (the "Term Sheet Confirmation"). The Term Sheet Confirmation provides, among other things, that the Potential JV Partner is prepared to offer a purchase price in the range of $850 million to $950 million for Masimo's consumer business, on a cash and debt free basis. The Term Sheet Confirmation outlines certain additional terms and conditions of the Potential JV pertaining to the proposed valuation, potential strategic partners and due diligence matters. The Term Sheet Confirmation also contemplates a short-term extension of the exclusivity period between the parties through mid-August 2024 with respect to a Potential JV, as one to two other companies may join the Potential JV and need time to do their due diligence.

Masimo and the Potential JV Partner remain in active discussions regarding the terms of the Potential JV, which are subject to, among other matters, further discussion and agreement between the parties, completion of due diligence and receipt of all corporate or other approvals required by Masimo and the Potential JV Partner/s, including approval of Masimo's Board of Directors (the "Board"). Among the terms still under discussion are the scope of the intellectual property rights that will be granted to the Potential JV. Masimo has proposed to license certain intellectual property rights to the Potential JV for use solely within the consumer field. The license would not extend to the healthcare field. In addition, Masimo has proposed to retain the litigation with Apple. Accordingly, the terms of the Potential JV described in this Current Report on Form 8-K (this "Form 8-K") are subject to change in all respects. The purchase price provided in the Term Sheet Confirmation is less than that provided in the Term Sheet, and Masimo intends to negotiate for a higher price. Masimo is being advised by Morgan Stanley and outside counsel in connection with the Potential JV.

As announced on March 22, 2024, the Board continues to evaluate the optimal value maximizing structure of the separation of Masimo's consumer business, including the active consideration of a possible spin-off of the consumer business into a new public company.

The foregoing description does not purport to contain or present all information relating to the Potential JV, and the final terms of any Potential JV may differ materially from what is described in this Form 8-K, the Term Sheet 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.