Thermo Fisher CEO files Form 4: option exercises, matched sales

Rhea-AI Filing Summary

Thermo Fisher Scientific (TMO) reported insider activity by Chairman & CEO Marc N. Casper. On 10/24/2025 and 10/27/2025, he exercised stock options for 17,104 and 7,250 shares, respectively, at an exercise price of $253.99 per share, and sold the same number of shares on each date in multiple transactions at weighted average prices as disclosed.

Following these transactions, his direct beneficial ownership was 113,762.285 shares. He also reported indirect holdings of 11,300 shares by the Alison Casper 2020 Irrevocable Trust, 14,608 shares by Floral Park Associates, Inc., and 5,000 shares by the MNC 2020 Irrevocable Trust. The trades were conducted under a Rule 10b5-1 trading plan adopted on April 28, 2025.

Insights

Insider trading and governance analyst

Routine 10b5-1 option exercises and matched sales; neutral.

Marc N. Casper exercised options at $253.99 and sold equivalent shares on 10/24/2025 and 10/27/2025, a common approach to cover costs and diversify while maintaining holdings. The filing lists weighted average sale prices across multiple trade blocks.

The activity was under a Rule 10b5-1 plan adopted on April 28, 2025, indicating pre‑set trading instructions. Direct holdings after these trades were 113,762.285 shares, with additional indirect positions via named entities. Actual market impact depends on trade size relative to daily volume; this excerpt does not provide that context.

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^*

CASPER MARC N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

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	10/24/2025		M		17,104	A	$253.99	130,866.285	D
Common Stock	10/24/2025		S(1)		1,249	D	$571.3(2)	129,617.285	D
Common Stock	10/24/2025		S(1)		2,469	D	$572.28(3)	127,148.285	D
Common Stock	10/24/2025		S(1)		4,762	D	$573.37(4)	122,386.285	D
Common Stock	10/24/2025		S(1)		7,331	D	$574.2(5)	115,055.285	D
Common Stock	10/24/2025		S(1)		1,293	D	$575.02(6)	113,762.285	D
Common Stock	10/27/2025		M		7,250	A	$253.99	121,012.285	D
Common Stock	10/27/2025		S(1)		109	D	$561.68(7)	120,903.285	D
Common Stock	10/27/2025		S(1)		241	D	$562.63(8)	120,662.285	D
Common Stock	10/27/2025		S(1)		1,193	D	$563.72(9)	119,469.285	D
Common Stock	10/27/2025		S(1)		2,513	D	$564.44(10)	116,956.285	D
Common Stock	10/27/2025		S(1)		937	D	$565.47(11)	116,019.285	D
Common Stock	10/27/2025		S(1)		181	D	$566.47(12)	115,838.285	D
Common Stock	10/27/2025		S(1)		141	D	$567.57(13)	115,697.285	D
Common Stock	10/27/2025		S(1)		189	D	$568.98(14)	115,508.285	D
Common Stock	10/27/2025		S(1)		670	D	$569.93(15)	114,838.285	D
Common Stock	10/27/2025		S(1)		728	D	$570.91(16)	114,110.285	D
Common Stock	10/27/2025		S(1)		348	D	$571.99(17)	113,762.285	D
Common Stock								11,300	I	By Alison Casper 2020 Irrevocable Trust(18)
Common Stock								14,608	I	By Floral Park Associates, Inc.
Common Stock								5,000	I	By MNC 2020 Irrevocable Trust(19)

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	10/24/2025		M			17,104	(20)	02/26/2026	Common Stock	17,104	$0	7,250	D
Stock Option (Right to Buy)	$253.99	10/27/2025		M			7,250	(20)	02/26/2026	Common Stock	7,250	$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 April 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $570.73 to $571.72, inclusive. The reporting person undertakes to provide to Thermo Fisher Scientific Inc. ("TMO"), any security holder of TMO or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16) and (17) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $571.75 to $572.74, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $572.75 to $573.74, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $573.76 to $574.75, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $574.76 to $575.67, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $561.04 to $561.97, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $562.07 to $563.02, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $563.08 to $564.07, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $564.08 to $565.07, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $565.08 to $565.97, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $566.14 to $566.68, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $567.14 to $568.13, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $568.32 to $569.27, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $569.42 to $570.41, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $570.43 to $571.39, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $571.48 to $572.27, inclusive.

18. The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of any pecuniary interest therein.

19. The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of any pecuniary interest therein.

20. The option vests in four equal annual installments beginning on February 26, 2020.

	/s/ Melodie T. Morin, Attorney-in-Fact for Marc N. Casper	10/28/2025
	** 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 transactions did TMO’s CEO Marc N. Casper report?

He exercised options for 17,104 shares on 10/24/2025 and 7,250 shares on 10/27/2025 at $253.99 each and sold the same number of shares in multiple trades at weighted average prices.

What are Marc N. Casper’s TMO holdings after the reported transactions?

Direct beneficial ownership was 113,762.285 shares; indirect holdings were 11,300 (Alison Casper 2020 Irrevocable Trust), 14,608 (Floral Park Associates, Inc.), and 5,000 (MNC 2020 Irrevocable Trust).

Were the TMO insider sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 plan adopted on April 28, 2025.

What prices were reported for the TMO share sales?

Sales were reported at weighted average prices across multiple trades, with specific block prices disclosed in the transaction table and footnotes.

What option award was exercised by the TMO CEO?

Stock options with a $253.99 exercise price, originally vesting in four equal annual installments beginning February 26, 2020.