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Thermo Fisher Scientific (TMO) director reports 53.93 phantom units under deferred plan

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

Rhea-AI Filing Summary

Thermo Fisher Scientific director reports additional deferred stock units. A Thermo Fisher Scientific Inc. (TMO) director filed a Form 4 for a transaction dated 12/31/2025. The filing shows an acquisition of 53.93 phantom stock units, each convertible into one share of common stock, recorded in Table II as a derivative security held directly.

The 53.93 units were credited at a price of $579.45 per unit under the company’s Deferred Compensation Plan for Directors. Under this plan, quarterly director retainers are deferred into common stock units based on the closing stock price at quarter end. The underlying shares are scheduled to be distributed in stock when the director’s service ends for any reason or upon a change of control.

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Insider Lynch Karen S
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 53.93 $0.00 --
Holdings After Transaction: Phantom Stock Units — 225.47 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 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.
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*
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)
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)
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) 12/31/2025 A 53.93 (2) (2) Common Stock 53.93 (2) 225.47 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:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Melodie T. Morin, Attorney-in-Fact for Karen S. Lynch 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.

FAQ

What insider transaction did Thermo Fisher Scientific (TMO) report on this Form 4?

The Form 4 reports that a Thermo Fisher Scientific Inc. director acquired 53.93 phantom stock units, each convertible on a 1-for-1 basis into common stock, as of 12/31/2025.

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

The 53.93 phantom stock units were credited to the director’s account at a price of $579.45 per unit under Thermo Fisher Scientific’s Deferred Compensation Plan for Directors.

What is the relationship of the reporting person to Thermo Fisher Scientific (TMO)?

The reporting person is identified as a director of Thermo Fisher Scientific Inc. and filed the Form 4 as a single reporting person.

When will the Thermo Fisher Scientific (TMO) phantom stock units be paid out?

According to the disclosure, the shares underlying the phantom stock units will be distributed as stock when the director’s service ceases for any reason or upon a change of control.

How are Thermo Fisher Scientific (TMO) director retainers treated under the plan?

Directors’ retainers are deferred quarterly under the Deferred Compensation Plan for Directors as common stock units, based on the closing stock price at the end of each quarter.

Are the reported Thermo Fisher Scientific (TMO) phantom stock units held directly or indirectly?

The Form 4 indicates that the phantom stock units are held directly (D) by the reporting director.