[Form 4] Thermo Fisher Scientific, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Marc N. Casper, Chairman & CEO of Thermo Fisher Scientific (TMO), reported option exercise and offsetting open-market sales executed under a 10b5-1 plan. He exercised a stock option to acquire 10,000 shares at an exercise price of $253.99 on 08/22/2025. On the same date he sold a total of 10,000 shares in multiple transactions at weighted-average prices within three reported ranges: approximately $500.00–$500.98, $501.05–$501.99, and $502.02–$502.37. Following these transactions his direct beneficial ownership is reported as 115,173.623 shares, and he also reports indirect holdings through trusts and entities totaling additional positions. The sales were made pursuant to a Rule 10b5-1 trading plan adopted April 28, 2025.

Positive

• Exercise of options reported with price: 10,000 shares exercised at $253.99, clearly disclosed
• Pre-scheduled trading: Sales executed under a Rule 10b5-1 plan adopted April 28, 2025
• Detailed sale pricing: Weighted-average price ranges provided for multiple sale tranches
• Substantial insider ownership retained: Direct beneficial ownership of 115,173.623 shares plus indirect holdings

Negative

• Large open-market sales: 10,000 shares sold on 08/22/2025 at prices around $500–$502, representing insider liquidity
• Potential perception risk: Same-day exercise and sale may be viewed by some investors as monetization of equity

Insights

Financial Analyst

TL;DR: CEO exercised options and sold an equal number of shares under a 10b5-1 plan, leaving substantial direct and indirect holdings.

Marc Casper exercised a stock option for 10,000 shares at $253.99 and sold 10,000 shares the same day at market-weighted prices near $500–$502. The net share count reported shows meaningful insider ownership of 115,173.623 direct shares plus additional indirect holdings via trusts and entities. The use of a 10b5-1 plan indicates pre-scheduled trades rather than ad-hoc dispositions. For investors, this is a routine management liquidity event rather than an operational signal; the transactions were structured to be orderly and pre-authorized.

Corporate Governance Expert

TL;DR: Transactions comply with Rule 10b5-1; disclosure provides weighted-price ranges and disclaimers on indirect ownership.

The Form 4 clearly discloses that the sales were effected under a 10b5-1 plan adopted April 28, 2025, and provides weighted-average price ranges for multiple sale tranches. The filer disclaims beneficial ownership for certain indirect holdings except for pecuniary interest, and the signature is provided by an attorney-in-fact. Documentation appears complete and transparent for an insider liquidity event, meeting standard governance disclosure expectations.

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
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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)
08/22/2025

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	08/22/2025		M		10,000	A	$253.99	125,173.623	D
Common Stock	08/22/2025		S(1)		5,823	D	$500.4(2)	119,350.623	D
Common Stock	08/22/2025		S(1)		3,579	D	$501.65(3)	115,771.623	D
Common Stock	08/22/2025		S(1)		598	D	$502.26(4)	115,173.623	D
Common Stock								11,300	I	By Alison Casper 2020 Irrevocable Trust(5)
Common Stock								14,608	I	By Floral Park Associates, Inc.
Common Stock								5,000	I	By MNC 2020 Irrevocable Trust(6)

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	08/22/2025		M			10,000	(7)	02/26/2026	Common Stock	10,000	$0	24,754	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 $500.001 to $500.98, 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) and (4) 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 $501.05 to $501.99, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.02 to $502.37, inclusive.

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

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

7. The option vested in four equal installments on February 26, 2020, 2021, 2022, and 2023.

	/s/ Melodie T. Morin, Attorney-in-Fact for Marc N. Casper	08/26/2025
	** 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 transactions did Marc N. Casper report on Form 4 for TMO?

He exercised a stock option for 10,000 shares at $253.99 on 08/22/2025 and sold 10,000 shares the same day in multiple transactions.

Were the sales of TMO shares executed under a trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 28, 2025.

What prices were the TMO shares sold at?

The Form 4 reports weighted-average sale prices with ranges of approximately $500.001–$500.98, $501.05–$501.99, and $502.02–$502.37.

How many TMO shares does Casper beneficially own after the transactions?

The Form 4 reports direct beneficial ownership of 115,173.623 shares following the reported transactions, plus indirect holdings through trusts and entities.

Did Casper disclose indirect holdings or disclaim ownership?

Yes. The filing lists indirect holdings via trusts and entities and includes disclaimers that he disclaims beneficial ownership except to the extent of any pecuniary interest.