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TMO insider Michael D. Shafer reports major option exercise and stock sale

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Thermo Fisher Scientific Inc. (TMO) executive vice president Michael D. Shafer reported option exercises and related stock sales. On November 25, 2025, he exercised stock options for 8,475 shares at $253.99 and 2,250 shares at $294.02, then sold the same amounts of common stock at $600 per share.

These transactions were carried out under a Rule 10b5-1 trading plan adopted on November 20, 2024. After the reported trades, Shafer directly beneficially owned 18,730.8026 shares of Thermo Fisher common stock, and the exercised options reported in this filing no longer remain outstanding.

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shafer Michael D

(Last) (First) (Middle)
168 THIRD AVENUE

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
THERMO FISHER SCIENTIFIC INC. [ TMO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/25/2025 M 8,475 A $253.99 27,205.8026 D
Common Stock 11/25/2025 S(1) 8,475 D $600 18,730.8026 D
Common Stock 11/25/2025 M 2,250 A $294.02 20,980.8026 D
Common Stock 11/25/2025 S(1) 2,250 D $600 18,730.8026 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $253.99 11/25/2025 M 8,475 (2) 02/26/2026 Common Stock 8,475 $0 0 D
Stock Option (Right to Buy) $294.02 11/25/2025 M 2,250 (3) 09/05/2026 Common Stock 2,250 $0 0 D
Explanation of Responses:
1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.
2. The option vested in four equal installments on February 26, 2020, 2021, 2022, and 2023.
3. The option vested in four equal installments on September 5, 2020, 2021, 2022, and 2023.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Melodie T. Morin, Attorney-in-Fact for Michael D. Shafer 11/26/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Thermo Fisher (TMO) report for Michael D. Shafer?

Thermo Fisher reported that Executive Vice President Michael D. Shafer exercised stock options and sold the resulting shares of common stock on November 25, 2025.

How many Thermo Fisher (TMO) shares did Michael D. Shafer exercise and sell?

Shafer exercised options for 8,475 shares at $253.99 and 2,250 shares at $294.02, then sold 8,475 shares and 2,250 shares of common stock at $600 per share.

What is Michael D. Shafer’s remaining Thermo Fisher (TMO) share ownership after the Form 4 trades?

Following the reported transactions, Michael D. Shafer directly beneficially owned 18,730.8026 shares of Thermo Fisher common stock.

Were Michael D. Shafer’s Thermo Fisher (TMO) trades under a 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by Shafer on November 20, 2024.

What happened to the Thermo Fisher (TMO) stock options reported in this Form 4?

The Form 4 shows stock options with exercise prices of $253.99 and $294.02 were exercised for 8,475 and 2,250 underlying shares, respectively, leaving 0 derivative securities of those grants beneficially owned after the transactions.

What is Michael D. Shafer’s role at Thermo Fisher Scientific (TMO)?

The filing identifies Michael D. Shafer as an Officer, serving as Executive Vice President of Thermo Fisher Scientific Inc.

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Diagnostics & Research
Measuring & Controlling Devices, Nec
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United States
WALTHAM