Thermo Fisher (NYSE: TMO) director reports 53.93 phantom stock units

Q: What insider transaction did Thermo Fisher Scientific (TMO) disclose in this Form 4?

Thermo Fisher Scientific reported that director Jennifer M. Johnson acquired 53.93 phantom stock units tied to its common stock on December 31, 2025 under the Deferred Compensation Plan for Directors.

Q: At what price were the Thermo Fisher (TMO) phantom stock units credited to the director?

The 53.93 phantom stock units were credited at a price of $579.45 per unit , based on the closing price of Thermo Fisher’s common stock as of the quarter end.

Q: What are Thermo Fisher phantom stock units and how are they settled for the director?

The phantom stock units are credited under Thermo Fisher’s Deferred Compensation Plan for Directors and are convertible into common stock on a 1-for-1 basis . The shares are distributable as stock upon cessation of the director’s service for any reason or upon a change of control.

Q: What type of security is reported in Table II of this Thermo Fisher Form 4?

Table II reports phantom stock units , which are derivative securities convertible into Thermo Fisher common stock on a 1-for-1 basis under the Deferred Compensation Plan for Directors.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Thermo Fisher Scientific Inc. director transaction: Director Jennifer M. Johnson reported acquiring 53.93 phantom stock units tied to Thermo Fisher common stock on December 31, 2025. The units were credited at a price of $579.45 per unit under the company’s Deferred Compensation Plan for Directors.

Each phantom stock unit is convertible into one share of common stock and is distributable as stock after the director’s service ends or upon a change of control. Following this transaction, Johnson directly holds 595.29 phantom stock units. She is also President and Chief Executive Officer of Franklin Resources, Inc. and disclaims beneficial ownership of Thermo Fisher shares held in Franklin Templeton-managed client accounts.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JOHNSON JENNIFER M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	53.93	$0.00	--

Holdings After Transaction: Phantom Stock Units — 595.29 shares (Direct)

Footnotes (1)

Convertible into Common Stock on a 1-for-1 basis. Represents stock units credited to the Reporting Person's account as of December 31, 2025, at a price of $579.45 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.

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Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 05:03 PM

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).

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^*

JOHNSON JENNIFER M

(Last)

(First)

(Middle)

168 THIRD AVENUE

(Street)

WALTHAM

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)
12/31/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	12/31/2025		A		53.93		⁽²⁾	⁽²⁾	Common Stock	53.93	⁽²⁾	595.29	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 December 31, 2025, at a price of $579.45 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.

Remarks:

1) Exhibit List: Exhibit 24 - Power of Attorney 2) Reporting Person is the President, Chief Executive Officer and a Director of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton?. Franklin Templeton subsidiaries manage investment products and client accounts that hold equity securities of the Issuer in the ordinary course of business. Reporting Person disclaims beneficial ownership of such securities.

	/s/ Melodie T. Morin, Attorney-in-Fact for Jennifer M. Johnson	01/05/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Thermo Fisher Scientific (TMO) disclose in this Form 4?

Thermo Fisher Scientific reported that director Jennifer M. Johnson acquired 53.93 phantom stock units tied to its common stock on December 31, 2025 under the Deferred Compensation Plan for Directors.

At what price were the Thermo Fisher (TMO) phantom stock units credited to the director?

The 53.93 phantom stock units were credited at a price of $579.45 per unit, based on the closing price of Thermo Fisher’s common stock as of the quarter end.

How many Thermo Fisher phantom stock units does the director own after this transaction?

After the reported transaction, director Jennifer M. Johnson beneficially owns 595.29 phantom stock units, held in a direct ownership capacity.

What are Thermo Fisher phantom stock units and how are they settled for the director?

The phantom stock units are credited under Thermo Fisher’s Deferred Compensation Plan for Directors and are convertible into common stock on a 1-for-1 basis. The shares are distributable as stock upon cessation of the director’s service for any reason or upon a change of control.

Why does the Thermo Fisher director disclaim beneficial ownership of certain shares?

Jennifer M. Johnson is President, Chief Executive Officer and a Director of Franklin Resources, Inc., whose Franklin Templeton subsidiaries manage investment products and client accounts that hold Thermo Fisher equity securities. She disclaims beneficial ownership of those securities held in managed accounts.

What type of security is reported in Table II of this Thermo Fisher Form 4?

Table II reports phantom stock units, which are derivative securities convertible into Thermo Fisher common stock on a 1-for-1 basis under the Deferred Compensation Plan for Directors.