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

Rhea-AI Filing Summary

Joseph R. Holmes, VP & Chief Accounting Officer of Thermo Fisher Scientific (TMO), reported several equity transactions on Form 4 dated 08/28/2025–08/29/2025. The filing shows multiple dispositions on 08/28/2025 at $489.74 per share (totaling reductions of 37.977 shares when summing 8.512, 10.567, 10.86 and 7.045) and additional transactions on 08/29/2025 including an acquisition of 385 shares at $253.99 and two open-market sales of 100 shares at $492.615 and 285 shares at $492.633. Following these transactions, Holmes beneficially owned 2,318.9815 shares directly. The filing notes 54.846 shares were acquired under the issuer’s employee stock purchase plan on May 15, 2025, and that the 385-share option vested in four installments in 2020–2023.

Positive

• Acquisition of 385 shares via exercise at $253.99, indicating use of vested compensation to increase ownership
• Disclosure of ESPP shares (54.846) acquired May 15, 2025, providing clarity on source of holdings
• Filing appears complete and signed by an attorney-in-fact, indicating procedural compliance

Negative

• Multiple open-market sales at ~$492–493 reduced direct beneficial ownership to 2,318.9815 shares
• Net disposals on 08/28/2025 at $489.74 further decreased holdings prior to the 08/29 acquisition

Insights

Financial Analyst

TL;DR: Routine insider option exercise plus open-market sales; net direct holdings modest and not evidently material to valuation.

The report documents an option exercise resulting in acquisition of 385 shares at $253.99 and several contemporaneous open-market sales at prices around $490–493. These transactions reduced direct holdings to 2,318.9815 shares. This pattern—exercising vested options then selling portions in the market—is common for tax/liquidity reasons. No new grants, no unexplained departures, and no changes to indirect ownership are disclosed. The sizes reported are small relative to a large-cap issuer and do not, by themselves, signal material corporate developments.

Corporate Governance Expert

TL;DR: Form 4 shows expected insider activity tied to option vesting; disclosures appear complete and timely.

The filing identifies Holmes as an officer and discloses both the option vesting history and shares acquired via the employee purchase plan. Signatures and dates are present, and the transactions are itemized with prices and resulting beneficial ownership. There are no indications of related-party transactions, plan amendments, or unusual derivative structures. From a governance and disclosure perspective, the Form 4 provides the required transparency for these insider trades.

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
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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^*

Holmes Joseph R.

(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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		F		8.512	D	$489.74	2,347.4535(1)	D
Common Stock	08/28/2025		F		10.567	D	$489.74	2,336.8865	D
Common Stock	08/28/2025		F		10.86	D	$489.74	2,326.0265	D
Common Stock	08/28/2025		F		7.045	D	$489.74	2,318.9815	D
Common Stock	08/29/2025		M		385	A	$253.99	2,703.9815	D
Common Stock	08/29/2025		S		100	D	$492.615	2,603.9815	D
Common Stock	08/29/2025		S		285	D	$492.633	2,318.9815	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)	$253.99	08/29/2025		M			385	(2)	02/26/2026	Common Stock	385	$0	0	D

Explanation of Responses:

1. Includes 54.846 shares acquired under the Issuer's employees' stock purchase plan on May 15, 2025.

2. The option vested in four equal installments on February 26, 2020, 2021, 2022, and 2023.

	/s/ Melodie T. Morin, Attorney-in-Fact for Joseph R. Holmes	09/02/2025
	** 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.
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FAQ

What insider transactions did Joseph R. Holmes report on Form 4 for TMO?

The Form 4 reports multiple dispositions on 08/28/2025 at $489.74, an acquisition of 385 shares on 08/29/2025 at $253.99, and sales of 100 and 285 shares on 08/29/2025 at $492.615 and $492.633 respectively.

How many Thermo Fisher (TMO) shares does Holmes beneficially own after these transactions?

Following the reported transactions, Joseph R. Holmes beneficially owned 2,318.9815 shares directly.

Did the Form 4 disclose shares acquired through the company’s employee stock plan?

Yes. The filing states 54.846 shares were acquired under the issuer's employee stock purchase plan on May 15, 2025.

Was an option exercise reported for Holmes in this filing?

Yes. An option vested earlier and 385 underlying shares were acquired with an exercise price noted as $253.99 and resulting shares delivered on 08/29/2025.

Does the Form 4 indicate any change in Holmes’ officer role or indirect ownership?

No. The filing continues to list Holmes as VP & Chief Accounting Officer and shows the ownership form as direct; no changes in indirect ownership or role are disclosed.