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

Rhea-AI Filing Summary

Thermo Fisher Scientific (TMO) – Form 4 insider activity

Chairman & CEO Marc N. Casper exercised 18,000 previously vested employee stock options at a $253.99 strike price on 6–7 Aug 2025 and immediately sold the same number of shares under a pre-arranged Rule 10b5-1 plan. Weighted-average sale prices ranged from $446.92 to $456.41, implying gross proceeds of roughly $8.4 million and an intrinsic gain of about $3.6 million versus the $4.6 million exercise cost. These trades are coded “M/S,” indicating routine option exercise and sale.

After the transactions, Casper’s direct stake remains essentially unchanged at 115,173 common shares (≈$52 million at the sale prices). He also reports indirect ownership of 30,908 shares through family trusts and a private entity. Option holdings declined to 35,250 shares expiring 26 Feb 2026.

• No impact on Thermo Fisher’s cash; shares came from option conversion.
• Continued large equity position suggests ongoing alignment, although repeated same-day sales could be viewed as mild insider-selling pressure.

Positive

• CEO maintains a substantial direct stake of roughly 115,000 shares, indicating continued alignment with shareholders.
• Sales executed under a disclosed Rule 10b5-1 plan, reducing concerns about opportunistic trading.

Negative

• Consecutive insider sales at ~$450 could be perceived as mild negative sentiment toward near-term share price.
• Remaining option overhang of 35,250 shares still exists and could lead to future dilution/sales.

Insights

Corporate Governance Expert

TL;DR: Routine 10b5-1 option exercise; ownership unchanged—neutral corporate-governance signal.

The CEO executed an automatic trading plan to monetize 18k options, matching exercises with open-market sales. Because beneficial ownership stayed flat and the plan was adopted months earlier, I view the action as standard liquidity, not an attempt to time the market. Casper still controls >115k shares directly and 31k indirectly, maintaining meaningful skin in the game. Governance risk is low; disclosure is complete, and remaining 35k options expire in 2026.

Portfolio Manager

TL;DR: Insider selling under 10b5-1; modest negative sentiment but immaterial to valuation.

While automatic, two consecutive days of sales at ~$450 can add minor headline pressure. The ~$8.4 mm sale equals <0.02 % of TMO’s $200 bn market cap, so supply impact is negligible. Casper’s retained $52 mm stake keeps incentives aligned. I treat the filing as neutral-to-slightly-negative sentiment rather than a fundamental red flag.

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)
08/06/2025

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	08/06/2025		M		10,000	A	$253.99	125,173.623	D
Common Stock	08/06/2025		S(1)		548	D	$446.92(2)	124,625.623	D
Common Stock	08/06/2025		S(1)		1,257	D	$447.96(3)	123,368.623	D
Common Stock	08/06/2025		S(1)		1,147	D	$448.99(4)	122,221.623	D
Common Stock	08/06/2025		S(1)		1,736	D	$449.91(5)	120,485.623	D
Common Stock	08/06/2025		S(1)		887	D	$451.04(6)	119,598.623	D
Common Stock	08/06/2025		S(1)		631	D	$452.13(7)	118,967.623	D
Common Stock	08/06/2025		S(1)		811	D	$453.09(8)	118,156.623	D
Common Stock	08/06/2025		S(1)		566	D	$454.56(9)	117,590.623	D
Common Stock	08/06/2025		S(1)		1,354	D	$455.64(10)	116,236.623	D
Common Stock	08/06/2025		S(1)		529	D	$456.22(11)	115,707.623	D
Common Stock	08/06/2025		S(1)		251	D	$458.62(12)	115,456.623	D
Common Stock	08/06/2025		S(1)		16	D	$459.25	115,440.623	D
Common Stock	08/06/2025		S(1)		149	D	$461.31(13)	115,291.623	D
Common Stock	08/06/2025		S(1)		96	D	$462.32(14)	115,195.623	D
Common Stock	08/06/2025		S(1)		22	D	$464.68	115,173.623	D
Common Stock	08/07/2025		M		8,000	A	$253.99	123,173.623	D
Common Stock	08/07/2025		S(1)		1,186	D	$452.68(15)	121,987.623	D
Common Stock	08/07/2025		S(1)		1,552	D	$453.4(16)	120,435.623	D
Common Stock	08/07/2025		S(1)		2,678	D	$454.57(17)	117,757.623	D
Common Stock	08/07/2025		S(1)		1,988	D	$455.56(18)	115,769.623	D
Common Stock	08/07/2025		S(1)		596	D	$456.41(19)	115,173.623	D
Common Stock								11,300	I	By Alison Casper 2020 Irrevocable Trust(20)
Common Stock								14,608	I	By Floral Park Associates, Inc.
Common Stock								5,000	I	By MNC 2020 Irrevocable Trust(21)

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	08/06/2025		M			10,000	(22)	02/26/2026	Common Stock	10,000	$0	43,250	D
Stock Option (Right to Buy)	$253.99	08/07/2025		M			8,000	(22)	02/26/2026	Common Stock	8,000	$0	35,250	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 $446.39 to $447.245, 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), (17), (18) and (19) 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 $447.44 to $448.43, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $448.57 to $449.50, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $449.611 to $450.572, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $450.63 to $451.545, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $451.666 to $452.606, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $452.68 to $453.51, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $453.948 to $454.90, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $455.013 to $456.01, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $456.03 to $456.77, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $458.225 to $458.76, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $460.67 to $461.56, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $461.88 to $462.84, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $452.06 to $453.004, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $453.006 to $454.005, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $454.026 to $455.015, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $455.08 to $456.037, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $456.11 to $456.876 inclusive.

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

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

22. 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	08/07/2025
	** 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

How many Thermo Fisher (TMO) shares did CEO Marc Casper sell?

He sold 18,000 shares across 6–7 Aug 2025, matching the number of options exercised.

Were the insider sales pre-planned?

Yes. All transactions were executed under a Rule 10b5-1 trading plan adopted 28 Apr 2025.

What is Marc Casper's remaining direct ownership in TMO?

After the trades he directly holds 115,173 shares, worth about $52 million at the reported prices.

Did Thermo Fisher incur any cash outflow from these option exercises?

No. The exercises involve employee stock options; the company receives the strike price, and no corporate cash was disbursed.

How many options does the CEO still have outstanding?

Casper retains 35,250 options with a $253.99 strike expiring 26 Feb 2026.