TMO Form 4: Director Dion Weisler Receives Phantom Stock Units at $464.24

Rhea-AI Filing Summary

Dion J. Weisler, a director of Thermo Fisher Scientific, reported a Section 16 transaction dated 09/27/2025. The filing shows Phantom Stock Units were acquired under the company's Deferred Compensation Plan for Directors and are convertible 1-for-1 into common stock. The report states units were credited at $464.24 per unit and lists 80.78 as the number associated with the reported acquisition and 2,573.95 as the amount of common stock beneficially owned following the transaction. The units are distributable as stock upon cessation of director service or a change of control. The form was signed by an attorney-in-fact on 09/30/2025.

Positive

• Units are convertible 1-for-1 into common stock, providing straightforward equity linkage
• Transaction was executed under the Deferred Compensation Plan, showing standard director compensation governance and disclosure

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director deferred-compensation credit; convertible units increase deferred equity exposure but are non-cash until distribution.

The Form 4 documents a standard crediting of phantom stock units under the issuer's Director Deferred Compensation Plan, recorded at a closing price basis of $464.24 per unit. The instrument is convertible 1-for-1 into common shares and is distributable only upon service termination or change of control, so the transaction represents deferred equity compensation rather than an immediate equity sale or purchase. This is a typical Section 16 disclosure for directors and does not reflect open-market trading activity.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard director compensation practices; materiality to investors is low absent other changes.

The filing specifies that director retainers are deferred quarterly into stock units and credited as of the quarter end. The units’ 1-for-1 convertibility and distribution triggers (cessation of service or change of control) are explicitly stated, indicating standard vesting/distribution mechanics. The transaction increases disclosed beneficial ownership to 2,573.95 shares but reflects plan mechanics rather than a strategic ownership shift.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WEISLER DION J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	80.78	$0.00	--

Holdings After Transaction: Phantom Stock Units — 2,573.95 shares (Direct)

Footnotes (1)

1. Convertible into Common Stock on a 1-for-1 basis. Represents stock units credited to the Reporting Person's account as of September 27, 2025, at a price of $464.24 per unit pursuant to the Issuer's Deferred Compensation Plan for Directors (the "Plan"). Directors' retainers are deferred quarterly under the Plan as Common Stock units based on the closing price of the stock as of the quarter end. The shares are distributable as stock upon cessation of director service (for any reason) or a change of control.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

WEISLER DION J

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

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

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
Phantom Stock Units	(1)	09/27/2025		A		80.78		(2)	(2)	Common Stock	80.78	(2)	2,573.95	D

Explanation of Responses:

1. Convertible into Common Stock on a 1-for-1 basis.

2. Represents stock units credited to the Reporting Person's account as of September 27, 2025, at a price of $464.24 per unit pursuant to the Issuer's Deferred Compensation Plan for Directors (the "Plan"). Directors' retainers are deferred quarterly under the Plan as Common Stock units based on the closing price of the stock as of the quarter end. The shares are distributable as stock upon cessation of director service (for any reason) or a change of control.

	/s/ Melodie T. Morin, Attorney-in-Fact for Dion J. Weisler	09/30/2025
	** 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 did Dion J. Weisler report on the Form 4 for TMO?

The Form 4 reports the acquisition of Phantom Stock Units under Thermo Fisher's Director Deferred Compensation Plan dated 09/27/2025, and shows 2,573.95 shares beneficially owned following the transaction.

How many phantom stock units were credited and at what price?

The filing shows an acquisition entry associated with 80.78 (as reported) and states units were credited at $464.24 per unit under the Plan.

Are the credited units convertible to Thermo Fisher common stock (TMO)?

Yes. The filing explicitly states the units are convertible into common stock on a 1-for-1 basis.

When are the deferred units distributable as stock?

The units are distributable as stock upon cessation of director service for any reason or upon a change of control, per the filing.

Was the Form 4 signed and when?

Yes. The Form 4 was signed by an attorney-in-fact on 09/30/2025.