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

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

Rhea-AI Filing Summary

Marc N. Casper, Chairman & CEO of Thermo Fisher Scientific (TMO), reported multiple transactions on Form 4. On 08/19/2025 and 08/20/2025 the filing shows purchases of common stock (totaling 496 shares) at $253.99 and contemporaneous sales of common stock (totaling 496 shares) at a weighted-average price near $500.17. Following the reported trades, the filing lists total beneficial ownership of common stock at approximately 115,173.623 shares (direct) plus several indirect holdings: 11,300, 14,608, and 5,000 shares via trusts or entities. The filing states these transactions were effected under a Rule 10b5-1 trading plan adopted April 28, 2025, and includes option-related entries showing acquisition of stock options with underlying shares of 201 and 295 that vest/exercisable per earlier vesting dates.

Positive

  • Trades executed under a Rule 10b5-1 trading plan, indicating pre-approved, documented framework for insider trades
  • Timely Form 4 filing signed by attorney-in-fact, showing compliance with Section 16 reporting

Negative

  • Insider sold 496 shares at a weighted-average near $500.17, representing realized dispositions that reduce direct holdings
  • Large price spread between purchases at $253.99 and sales near $500.17 noted in the record (no explanation provided in filing)

Insights

Insider executed matched purchases and sales under a 10b5-1 plan, materially moving shares at two distinct price levels.

The Form 4 shows Marc N. Casper both acquired and sold 496 common shares across 08/19/2025–08/20/2025, with purchases recorded at $253.99 and sales executed at a weighted-average near $500.17. The matched volumes and the stated 10b5-1 plan adoption indicate pre-approved, rule-compliant trading rather than opportunistic timing. Reported direct beneficial ownership remains about 115.2k shares with additional indirect holdings through trusts and entities. For valuation context, the spread between acquisition and sale prices is large; however, the filing does not state aggregate dollar amounts or motives beyond plan execution.

Transactions were performed under an explicit Rule 10b5-1 plan, which supports procedural compliance and reduces signaling risk.

The disclosure clearly identifies the trades as effected pursuant to a 10b5-1 trading plan adopted April 28, 2025, and the Form 4 is signed by an attorney-in-fact. The filing also discloses indirect holdings via trusts and an entity, with explicit disclaimers of beneficial ownership to the extent noted. From a governance perspective, timely reporting and the plan reference are positive controls; the filing contains no statements of deviation from plan terms or exceptions.

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)
08/19/2025
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 08/19/2025 M 201 A $253.99 115,374.623 D
Common Stock 08/19/2025 S(1) 201 D $500.1671(2) 115,173.623 D
Common Stock 08/20/2025 M 295 A $253.99 115,468.623 D
Common Stock 08/20/2025 S(1) 200 D $500 115,268.623 D
Common Stock 08/20/2025 S(1) 95 D $500.13 115,173.623 D
Common Stock 11,300 I By Alison Casper 2020 Irrevocable Trust(3)
Common Stock 14,608 I By Floral Park Associates, Inc.
Common Stock 5,000 I By MNC 2020 Irrevocable Trust(4)
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 08/19/2025 M 201 (5) 02/26/2026 Common Stock 201 $0 35,049 D
Stock Option (Right to Buy) $253.99 08/20/2025 M 295 (5) 02/26/2026 Common Stock 295 $0 34,754 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 $500.002 to $500.317, 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 range set forth in this footnote.
3. The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of any pecuniary interest therein.
4. The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of any pecuniary interest therein.
5. 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 08/21/2025
** 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 trades did Marc N. Casper report on the Form 4 for TMO?

The filing reports purchases of 496 shares at $253.99 (08/19–08/20/2025) and sales of 496 shares at a weighted-average near $500.17 over the same dates.

Were the transactions executed under a trading plan?

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

How many shares does Marc N. Casper beneficially own after the reported transactions?

The filing shows approximately 115,173.623 shares directly beneficially owned after the reported transactions, plus indirect holdings of 11,300, 14,608, and 5,000 shares through trusts/entities.

Does the Form 4 disclose option-related transactions?

Yes. Table II lists acquisitions of stock options with underlying common stock amounts of 201 and 295 shares and references vesting that occurred in prior years.

Who signed the Form 4 and when was it filed?

The Form 4 is signed by Melodie T. Morin, Attorney-in-Fact for Marc N. Casper and dated 08/21/2025 in the document.
Thermo Fishr Sci

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Diagnostics & Research
Measuring & Controlling Devices, Nec
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United States
WALTHAM