Thermo Fisher (NYSE: TMO) VP granted options and performance shares

Rhea-AI Filing Summary

Thermo Fisher Scientific VP & Chief Accounting Officer Joseph R. Holmes reported equity awards tied to performance-based stock programs. He acquired 985 stock options at an exercise price of $0.0000 per option and 433 shares of common stock as a performance-based restricted stock unit award.

An additional 337 shares of common stock were reported as an adjustment to the final tranche of a 2023 performance-based restricted stock unit award after a 15% reduction in the payout, which resulted in 6 fewer shares than previously reported. The new option grant vests in four equal annual installments beginning on February 28, 2027, and the 2025 performance-based award vests in thirds on February 28, 2026, 2027, and 2028, with the last third still subject to long-term total shareholder return performance.

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^*

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)
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		433(1)	A	$0	2,745.9815(2)	D
Common Stock	02/25/2026		A		337	A	$0	3,082.9815	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)	$513.68	02/25/2026		A		985		(3)	02/25/2036	Common Stock	985	$0	985	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 6 fewer shares than previously reported.

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

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Melodie T. Morin, Attorney-in-Fact for Joseph R. Holmes	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Thermo Fisher (TMO) executive Joseph R. Holmes report?

Joseph R. Holmes reported equity awards, not open-market trades. He received 985 stock options and two performance-based restricted stock unit-related common stock entries of 433 and 337 shares, reflecting new vesting and an adjustment to prior awards.

How many Thermo Fisher (TMO) stock options were granted to Joseph R. Holmes?

He received 985 stock options as a new award. These options have a stated exercise price of $0.0000 per share and vest in four equal annual installments beginning on February 28, 2027, aligning with long-term incentive compensation practices.

What performance-based stock awards did Thermo Fisher (TMO) certify for Joseph R. Holmes?

The compensation committee certified performance for a 2025 performance-based restricted stock unit award, resulting in 433 shares. One-third vests on February 28, 2026 and 2027, and the final third on February 28, 2028, subject to long-term total shareholder return performance.

Why was there an adjustment to a prior Thermo Fisher (TMO) performance-based award?

A 2023 performance-based restricted stock unit award was adjusted after the committee certified a 15% reduction based on relative total shareholder return. This changed the final tranche, resulting in 6 fewer shares than previously reported and a reported 337-share entry.

Are Joseph R. Holmes’ Thermo Fisher (TMO) Form 4 transactions open-market buys or sells?

They are not open-market buys or sells. All reported entries are coded as grants or other acquisitions of equity awards, including stock options and performance-based restricted stock units, with no sale transactions disclosed in this Form 4.

What long-term performance metric affects Joseph R. Holmes’ Thermo Fisher (TMO) awards?

The remaining one-third of the 2025 performance-based award depends on long-term total shareholder return compound annual growth rate compared with a specified peer group over a measurement period from January 1, 2025 through December 31, 2027.