[8-K] THERMO FISHER SCIENTIFIC INC. Reports Material Event

Rhea-AI Filing Summary

Thermo Fisher Scientific (TMO) announced a definitive agreement to acquire Clario Holdings for approximately $8.875 billion in cash at closing, plus $125 million in deferred consideration and up to $400 million in contingent consideration. The transaction is expected to close by the middle of 2026, subject to customary closing conditions and regulatory approvals.

This deal adds a significant clinical research and data-focused asset to Thermo Fisher’s portfolio. The consideration structure mixes upfront cash with deferred and contingent payments, aligning part of the price to post‑closing outcomes. The company noted typical regulatory and integration risks and referenced risk factors in its latest periodic reports.

Insights

M&A and Capital Allocation Analyst

Large cash deal with staged consideration; closing mid‑2026 pending approvals.

Thermo Fisher agreed to acquire Clario for $8.875 billion in cash at closing, plus $125 million deferred and up to $400 million contingent. This structure combines certainty of value with performance‑linked elements, a common approach to balance risk between buyer and seller.

Execution depends on meeting “customary closing conditions and regulatory approvals.” The company also cites potential integration and retention challenges, consistent with large transactions. No accretion, financing, or synergy metrics are provided in the excerpt.

Key milestone is the expected completion by the middle of 2026. Actual timing and impact will depend on regulatory outcomes and post‑closing integration steps.

0000097745FALSE00000977452025-10-292025-10-290000097745us-gaap:CommonStockMember2025-10-292025-10-290000097745tmo:SeniorNotes3200Due2026Member2025-10-292025-10-290000097745tmo:SeniorNotes1.40Due2026Member2025-10-292025-10-290000097745tmo:A1.45SeniorNotesDue2027Member2025-10-292025-10-290000097745tmo:SeniorNotes175Due2027Member2025-10-292025-10-290000097745tmo:SeniorNotes0.500Due2028Member2025-10-292025-10-290000097745tmo:SeniorNotes1.375Due2028Member2025-10-292025-10-290000097745tmo:SeniorNotes1.95Due2029Member2025-10-292025-10-290000097745tmo:SeniorNotes0.875Due2031Member2025-10-292025-10-290000097745tmo:SeniorNotes2375Due2032Member2025-10-292025-10-290000097745tmo:SeniorNotes3650Due2034Member2025-10-292025-10-290000097745tmo:SeniorNotes2.875Due2037Member2025-10-292025-10-290000097745tmo:SeniorNotes1.500Due2039Member2025-10-292025-10-290000097745tmo:SeniorNotes1.875Due2049Member2025-10-292025-10-29

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware

1-8002

04-2209186

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

TMO

New York Stock Exchange

3.200% Notes due 2026

TMO 26B

New York Stock Exchange

1.400% Notes due 2026

TMO 26A

New York Stock Exchange

1.450% Notes due 2027

TMO 27

New York Stock Exchange

1.750% Notes due 2027

TMO 27B

New York Stock Exchange

0.500% Notes due 2028

TMO 28A

New York Stock Exchange

1.375% Notes due 2028

TMO 28

New York Stock Exchange

1.950% Notes due 2029

TMO 29

New York Stock Exchange

0.875% Notes due 2031

TMO 31

New York Stock Exchange

2.375% Notes due 2032

TMO 32

New York Stock Exchange

3.650% Notes due 2034

TMO 34

New York Stock Exchange

2.875% Notes due 2037

TMO 37

New York Stock Exchange

1.500% Notes due 2039

TMO 39

New York Stock Exchange

1.875% Notes due 2049

TMO 49

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01    Other Events

On October 29, 2025, Thermo Fisher Scientific Inc. (“Thermo Fisher”) issued a press release announcing the execution of a definitive agreement to acquire Clario Holdings, Inc. (“Clario”) for approximately $8.875 billion in cash at the closing of the transaction, with an additional $125 million in deferred consideration and up to $400 million in contingent consideration to be payable following the closing. The transaction is expected to be completed by the middle of 2026 and is subject to customary closing conditions and regulatory approvals. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. Words such as "believes," "anticipates," "plans," "expects," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: any natural disaster, public health crisis or other catastrophic event; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers' capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; the effect of laws and regulations governing government contracts; the possibility that expected benefits related to recent or pending acquisitions, including the proposed acquisition of Clario, may not materialize as expected; the proposed acquisition of Clario being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; Clario’s business experiencing disruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the proposed acquisition of Clario; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. A discussion of these and other risks that affect Thermo Fisher’s business is contained in Thermo Fisher’s most recent reports on Form 10-K and Form 10-Q, and in any subsequent filings with the SEC, under the heading “Risk Factors.” These filings are on file with the SEC and available in the “Investors” section of Thermo Fisher’s website under the heading “SEC Filings.” These forward-looking statements are based on Thermo Fisher’s current expectations and speak only as of the date of this communication. While Thermo Fisher may elect to update forward-looking statements at some point in the future, Thermo Fisher specifically disclaims any obligation to do so, whether as a result of new information, future developments, or otherwise, except as required by law.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

99.1 Press Release of Thermo Fisher Scientific Inc., dated October 29, 2025

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						THERMO FISHER SCIENTIFIC INC.
Date:			October 29, 2025			By:			/s/ Thomas B. Shropshire
									Thomas B. Shropshire
									Senior Vice President and General Counsel

3

FAQ

What did Thermo Fisher (TMO) announce in this 8-K?

Thermo Fisher signed a definitive agreement to acquire Clario Holdings for approximately $8.875 billion in cash at closing, plus deferred and contingent amounts.

How is the Clario purchase price structured for TMO?

It includes $8.875 billion cash at closing, $125 million in deferred consideration, and up to $400 million in contingent consideration.

When is the Thermo Fisher–Clario acquisition expected to close?

It is expected to be completed by the middle of 2026, subject to closing conditions and regulatory approvals.

What approvals are needed for TMO’s acquisition of Clario?

The transaction is subject to customary closing conditions and regulatory approvals.

Did TMO provide details on synergies or financing for the Clario deal?

No such details appear in the excerpt; the company referenced general integration and regulatory risks.

Where can I find Thermo Fisher’s forward-looking risk factors?

They are in Thermo Fisher’s most recent Form 10-K and Form 10-Q under “Risk Factors.”