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Thermo Fisher (TMO) director reports 73.35 phantom stock units under deferred plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Thermo Fisher Scientific director reports deferred stock units under incentive plan. A reporting person serving as a director of Thermo Fisher Scientific Inc. (TMO) disclosed a routine change in holdings through a Form 4 filing. On December 31, 2025, the director received 73.35 phantom stock units, each convertible into one share of common stock, under the company’s Deferred Compensation Plan for Directors.

The units were credited at a price of $579.45 per unit, based on the closing stock price at quarter end, bringing the director’s total derivative holdings to 17,502.02 stock units held directly. These stock units are designed to mirror common stock and are distributable in shares when the director’s service ends or upon a change of control, aligning director compensation with long‑term shareholder value.

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Insider SPERLING SCOTT M
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 73.35 $0.00 --
Holdings After Transaction: Phantom Stock Units — 17,502.02 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 December 31, 2025, at a price of $579.45 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).
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*
SPERLING SCOTT M
(Last) (First) (Middle)
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET, 36TH FLOOR
(Street)
BOSTON MA 02110
(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)
12/31/2025
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) 12/31/2025 A 73.35 (2) (2) Common Stock 73.35 (2) 17,502.02 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 December 31, 2025, at a price of $579.45 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 Scott M. Sperling 01/05/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Thermo Fisher Scientific (TMO) report in this Form 4?

The filing reports that a company director acquired 73.35 phantom stock units of Thermo Fisher Scientific Inc. on December 31, 2025 under the Deferred Compensation Plan for Directors.

How many Thermo Fisher Scientific stock units does the director own after this transaction?

After the reported transaction, the director beneficially owns 17,502.02 phantom stock units directly, each linked to Thermo Fisher Scientific common stock.

What are the terms of the Thermo Fisher Scientific director deferred compensation units?

The phantom stock units are convertible into common stock on a 1‑for‑1 basis and are credited based on the quarter‑end closing stock price of Thermo Fisher Scientific Inc.

At what price were the new Thermo Fisher Scientific stock units credited to the director?

The 73.35 phantom stock units were credited at a price of $579.45 per unit, determined by the closing price of Thermo Fisher Scientific common stock as of December 31, 2025.

When will the Thermo Fisher Scientific director receive actual shares for these stock units?

According to the plan, the phantom stock units are distributable as shares of common stock upon the director’s cessation of service for any reason or upon a change of control of Thermo Fisher Scientific Inc.

Why does Thermo Fisher Scientific use phantom stock units for director compensation?

The filing indicates that directors’ retainers are deferred quarterly as common stock units based on the stock’s closing price, which helps align director compensation with Thermo Fisher Scientific’s share performance over time.