Thermo Fisher (TMO) Form 4 — 67.31 phantom units credited to Director Lynch

Rhea-AI Filing Summary

Karen S. Lynch, a director of Thermo Fisher Scientific (TMO), was credited with 67.31 phantom stock units on 09/27/2025 under the company's Deferred Compensation Plan for Directors. Each unit is convertible 1-for-1 into common stock and was recorded at a deferred unit price of $464.24 per unit. The units are payable as shares upon the director's cessation of service or upon a change of control. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Lynch on 09/30/2025. Following the reported transaction, the filing indicates 171.54 derivative units beneficially owned in a direct form.

Positive

• Deferred compensation credited as stock units aligns director incentives with shareholders
• Units are convertible 1-for-1 into common stock, providing clear economic linkage to equity
• Distributable upon cessation or change of control, reinforcing long-term holding and retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation credit; governance-aligned compensation deferral, not a company-level capital event.

The filing documents a standard director compensation deferral under the Issuer's Deferred Compensation Plan for Directors. The grant of 67.31 phantom units, convertible 1-for-1 into common shares and recorded at $464.24 per unit, reflects deferral of quarterly retainers rather than a discretionary equity award. The units vest or become distributable on cessation of service or a change of control, aligning long-term director incentives with shareholder value. This is administrative and governance-focused rather than a material financing or transaction.

Compensation Analyst

TL;DR: Compensation deferral credited; modest size relative to typical director equity packages and payable on termination or change of control.

The entry shows 67.31 phantom stock units credited to Karen Lynch under the director deferred compensation plan at a per-unit value of $464.24. Such phantom units track the common stock value and convert 1-for-1 to shares at distribution. The filing also reports 171.54 derivative units beneficially owned after the transaction. This appears to be a routine administrative recording of deferred retainer accruals rather than an issuance that dilutes shareholders or signals material compensation changes.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lynch Karen S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	67.31	$0.00	--

Holdings After Transaction: Phantom Stock Units — 171.54 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^*

Lynch Karen S

(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		67.31		(2)	(2)	Common Stock	67.31	(2)	171.54	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 Karen S. Lynch	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 transaction did Karen S. Lynch report on Form 4 for TMO?

She was credited with 67.31 phantom stock units on 09/27/2025 under the Issuer's Deferred Compensation Plan for Directors.

At what price were the deferred units recorded for Karen S. Lynch?

$464.24 per unit as stated in the Form 4 explanation.

How do the phantom stock units convert into Thermo Fisher common stock?

They convert on a 1-for-1 basis into common stock when distributed.

When are the deferred director units distributable to Karen S. Lynch?

Upon cessation of director service for any reason or upon a change of control, per the Plan description.

How many derivative units did the filing show Karen Lynch beneficially owned after the transaction?

171.54 derivative units beneficially owned in a direct form following the reported transaction, as shown on the Form 4.