[Form 4] THERMO FISHER SCIENTIFIC INC. Insider Trading Activity

Rhea-AI Filing Summary

Scott M. Sperling, a director associated with Thomas H. Lee Partners, received 17,428.67 phantom stock units in Thermo Fisher Scientific (TMO) on 09/27/2025 under the company's Deferred Compensation Plan for Directors. Each unit is convertible into one share of common stock on a 1-for-1 basis and was credited at a per-unit value of $464.24, reflecting the quarter-end closing price used to calculate director retainer deferrals. The units are distributable as shares when director service ends or if a change of control occurs. The filing documents a grant of stock-linked deferred compensation rather than an open-market purchase or sale.

Positive

• Director pay aligned with shareholders: Retainers deferred into phantom stock units that convert 1-for-1 into common stock on distribution.
• Transparent valuation method: Units credited at a disclosed per-unit price of $464.24 based on quarter-end closing price.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director compensation was deferred into stock units, aligning pay with shareholder value and preserving retention incentives.

The reported grant credits director retainer fees into phantom stock units convertible 1-for-1 into common shares upon termination of service or change of control. This structure promotes alignment between directors and long-term shareholders by linking compensation to the company's stock performance and by delaying distribution until cessation of service or a corporate event. The per-unit credit at $464.24 documents the valuation method (quarter-end close) used by the Plan. The transaction appears routine for director compensation and carries no immediate dilutive issuance of shares until distribution.

Securities/Compensation Analyst

TL;DR: A deferred-compensation stock-unit grant of material notional value was recorded; it is compensatory, not a market trade.

The form shows an award of 17,428.67 phantom stock units credited to the reporting person at $464.24 per unit, implying a notional value of approximately $8.1 million based on the credited unit price (calculation visible from provided figures). Units convert 1-for-1 into common stock on distribution, meaning potential future issuance or transfer of shares tied to director departure or change of control. For investors, this is a standard compensation mechanism rather than a signal of insider buying or selling activity.

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^*

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)
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		91.55		(2)	(2)	Common Stock	91.55	(2)	17,428.67	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 Scott M. Sperling	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 Scott M. Sperling report on the Form 4 for TMO?

The Form 4 reports receipt of 17,428.67 phantom stock units under Thermo Fisher's director Deferred Compensation Plan, credited on 09/27/2025.

How are the phantom stock units valued and when are they payable?

Units were credited at $464.24 per unit based on the quarter-end closing price; they are distributable as common shares upon cessation of director service or a change of control.

Do these units represent an immediate purchase or sale of TMO shares?

No; the reported transaction is a compensatory credit of deferred stock units, not an open-market buy or sell of shares.

How many shares will each phantom unit convert into?

Each phantom stock unit is convertible 1-for-1 into one share of Thermo Fisher common stock.

Does this Form 4 indicate potential dilution for TMO shareholders?

The filing shows future conversion rights upon distribution, which could result in share issuance at that time, but it does not record immediate dilution.