Thermo Fisher (TMO) EVP Shafer awarded options and adjusted performance stock units

Rhea-AI Filing Summary

Shafer Michael D reported acquisition or exercise transactions in this Form 4 filing.

Thermo Fisher Scientific Executive Vice President Michael D. Shafer reported equity awards and adjustments to his holdings. He received a grant of 13,698 stock options and two performance-based stock unit-related common stock awards totaling 4,698 shares.

The filing explains that a performance-based restricted stock unit award granted on February 19, 2025 met its performance criteria on February 25, 2026, with one-third of the shares vesting on February 28, 2026 and 2027, and the final third vesting on February 28, 2028 subject to potential positive or negative adjustment. It also records a 15% reduction to the final tranche of an earlier 2023 performance-based award, resulting in 56 fewer shares than previously reported. The new stock option vests in four equal annual installments beginning on February 28, 2027.

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

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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^*

Shafer Michael D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		1,569(1)	A	$0	20,243.8026(2)	D
Common Stock	02/25/2026		A		3,129	A	$0	23,372.8026	D

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)	$513.68	02/25/2026		A		13,698		(3)	02/25/2036	Common Stock	13,698	$0	13,698	D

Explanation of Responses:

1. Shares represent a performance-based restricted stock unit award granted on February 19, 2025. The Company's Compensation Committee determined on February 25, 2026, that the performance criteria related to this award were satisfied. One-third of the shares vest on February 28, 2026 and 2027. The remaining one-third will vest on February 28, 2028, and is subject to adjustment (positive or negative) for long-term performance which is based on the comparison of the Company's total shareholder return compound annual growth rate ("CAGR") to the total shareholder return CAGR of each of the companies in the peer group, as specified within the award agreement, over the measurement period starting on January 1, 2025, through to December 31, 2027.

2. Shares represent an adjustment to the final tranche of a performance-based restricted stock unit award granted on February 22, 2023. On February 25, 2026, the Compensation Committee certified a 15% reduction based on the Company's relative TSR performance over the three-year measurement period, resulting in 56 fewer shares than previously reported.

3. The option vests in four equal annual installments beginning on February 28, 2027.

	/s/ Melodie T. Morin, Attorney-in-Fact for Michael D. Shafer	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Thermo Fisher (TMO) report for Michael D. Shafer?

Thermo Fisher reported that Executive Vice President Michael D. Shafer acquired a new stock option grant and additional common shares tied to performance-based stock unit awards. The filing also reflects an adjustment reducing the final tranche of a prior performance award by 56 shares after a 15% performance-related cut.

How many Thermo Fisher (TMO) stock options were granted to Michael D. Shafer?

Michael D. Shafer received a grant of 13,698 stock options. According to the disclosure, these options vest in four equal annual installments starting on February 28, 2027, aligning the executive’s potential future gains with longer-term company performance and continued service at Thermo Fisher.

What performance-based stock unit award changes were disclosed for Thermo Fisher (TMO)?

The company reported that performance criteria for a February 19, 2025 performance-based restricted stock unit award were satisfied on February 25, 2026. One-third vests in 2026 and 2027, with the remaining third vesting in 2028 and subject to adjustment based on relative total shareholder return performance.

Why was there a 15% reduction in a Thermo Fisher (TMO) performance award?

Thermo Fisher’s Compensation Committee certified a 15% reduction to the final tranche of a performance-based restricted stock unit award granted February 22, 2023. This reflected the company’s relative total shareholder return over a three-year period, resulting in 56 fewer shares than previously reported for Michael D. Shafer.

How is long-term performance measured for Thermo Fisher (TMO) executive awards?

For the 2025 performance-based restricted stock unit award, long-term performance is measured by comparing Thermo Fisher’s total shareholder return compound annual growth rate to a defined peer group. The measurement period runs from January 1, 2025 through December 31, 2027, influencing the final vesting adjustment in 2028.

When do Michael D. Shafer’s Thermo Fisher (TMO) performance-based shares vest?

For the 2025 performance-based restricted stock unit award, one-third of the shares vest on February 28, 2026, another third on February 28, 2027, and the remaining third on February 28, 2028. The final third is subject to upward or downward adjustment based on long-term relative shareholder return.