[Form 4] THERMO FISHER SCIENTIFIC INC. Insider Trading Activity

Rhea-AI Filing Summary

Jennifer M. Johnson, a director of Thermo Fisher Scientific Inc. (TMO), was credited with 67.31 Phantom Stock Units on September 27, 2025 under the issuer's Deferred Compensation Plan for Directors. Each unit is convertible into one share of common stock on a 1-for-1 basis and the units were credited at a stated price of $464.24 per unit. The units are distributable as stock when the director ceases service or upon a change of control. The filing notes the reporting person is an executive at Franklin Resources, Inc., and that Franklin Templeton subsidiaries may hold Thermo Fisher shares in client accounts; the reporting person disclaims beneficial ownership of those third-party holdings.

Positive

• Director compensation credited: 67.31 Phantom Stock Units were credited under the Deferred Compensation Plan, aligning pay with shareholder value.
• Clear conversion terms: Units are convertible into common stock on a 1-for-1 basis and distributable upon cessation of service or a change of control.
• Transparent disclosure: Filing includes a specific per-unit credit price of $464.24 and a disclaimer regarding Franklin Templeton-managed holdings.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director deferred-compensation crediting of 67.31 phantom units; immaterial to Thermo Fisher's cap table.

The transaction reported is a non-cash credit under the company's director deferred compensation plan: 67.31 phantom stock units were credited and are convertible 1-for-1 into common shares. Valuation per the filing is $464.24 per unit, reflecting how director retainers are deferred. This is a compensation administration event rather than a market-moving insider purchase or sale. No shares were sold or exercised and there is no change in voting control disclosed. Impact on outstanding shares or dilution is likely minimal given the small unit count relative to a large-cap issuer.

Corporate Governance Expert

TL;DR: Standard director deferred-stock credit consistent with governance practices; disclosure and disclaimer are appropriate.

The Form 4 documents a typical deferred compensation credit to a director under the board's deferred plan. The filing clearly states conversion mechanics (1-for-1) and distribution conditions (cessation of service or change of control), which align with common director compensation structures. The report also includes a conflict-of-interest disclosure noting the reporting person's role at Franklin Resources and a disclaimer of beneficial ownership for assets managed by Franklin Templeton subsidiaries, which is prudent and transparent for governance purposes. No unusual governance risks or related-party transactions are identified in the filing text.

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

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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).

1. Name and Address of Reporting Person^*

JOHNSON JENNIFER M

(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)
09/27/2025

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)	09/27/2025		A		67.31		(2)	(2)	Common Stock	67.31	(2)	541.36	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 September 27, 2025, at a price of $464.24 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:

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	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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