Thermo Fishr Sci SEC Filings

Thermo Fisher Scientific (TMO) announced a definitive agreement to acquire Clario Holdings for approximately $8.875 billion in cash at closing, plus $125 million in deferred consideration and up to $400 million in contingent consideration. The transaction is expected to close by the middle of 2026, subject to customary closing conditions and regulatory approvals.

This deal adds a significant clinical research and data-focused asset to Thermo Fisher’s portfolio. The consideration structure mixes upfront cash with deferred and contingent payments, aligning part of the price to post‑closing outcomes. The company noted typical regulatory and integration risks and referenced risk factors in its latest periodic reports.

Thermo Fisher Scientific (TMO) disclosed a routine insider transaction on Form 4. Executive Vice President Gianluca Pettiti sold 400 shares of common stock on 10/24/2025 at $574.15 per share (transaction code S). After the sale, he beneficially owned 21,152.223 shares, held directly. The transaction was effected under a Rule 10b5-1 trading plan adopted on February 10, 2025.

Thermo Fisher Scientific (TMO) reported insider activity by Chairman & CEO Marc N. Casper. On 10/24/2025 and 10/27/2025, he exercised stock options for 17,104 and 7,250 shares, respectively, at an exercise price of $253.99 per share, and sold the same number of shares on each date in multiple transactions at weighted average prices as disclosed.

Following these transactions, his direct beneficial ownership was 113,762.285 shares. He also reported indirect holdings of 11,300 shares by the Alison Casper 2020 Irrevocable Trust, 14,608 shares by Floral Park Associates, Inc., and 5,000 shares by the MNC 2020 Irrevocable Trust. The trades were conducted under a Rule 10b5-1 trading plan adopted on April 28, 2025.

Thermo Fisher Scientific (TMO): Form 144 notice of proposed sale. A holder filed to sell 7,250 shares of common stock, showing an aggregate market value of $4,104,237.84. The approximate sale date is 10/27/2025, with the shares listed on the NYSE. The filing lists 377,612,121 shares outstanding. The broker named is Fidelity Brokerage Services LLC.

The shares to be sold were acquired on 10/27/2025 via an option originally granted on 02/26/2019, with payment stated as cash. The notice also reports recent sales by Marc N. Casper, including 10,000 shares on 08/06/2025 for $4,518,207.00 and 17,104 shares on 10/24/2025 for $9,809,820.07.

TMO: A stockholder filed a Form 144 notice to sell up to 17,104 common shares with an aggregate market value of $980,820.29. The notice lists Fidelity Brokerage Services LLC as broker, an approximate sale date of 10/24/2025, and trading on the NYSE.

The filing shows these shares were acquired on 10/24/2025 via an option granted on 02/26/2019, with payment noted as cash. As context, 377,612,121 shares were outstanding.

Recent activity reported by the same seller over the past three months includes 10,000 shares on 08/06/2025 for $4,518,207.00 and 8,000 shares on 08/07/2025 for $3,635,549.60, among other smaller transactions.

Thermo Fisher Scientific (TMO) filed a Form 144 notice for a proposed sale of 400 common shares on or about 10/24/2025 through Fidelity Brokerage Services LLC on the NYSE. The filing lists an aggregate market value of $229,660. Shares outstanding were 377,612,121.

The shares to be sold were acquired via restricted stock vesting on 02/28/2024 (87 shares), 05/05/2024 (125 shares), and 08/23/2024 (188 shares). In the past three months, Gianluca Pettiti sold 400 shares on 07/25/2025 for $191,992 in gross proceeds.

The signer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.

Thermo Fisher Scientific (TMO) furnished an update on its financial results by filing an Item 2.02 Form 8‑K. The company announced results for the fiscal quarter ended September 27, 2025 and provided the full details in a press release furnished as Exhibit 99.1.

The information is furnished and not deemed filed under Section 18 of the Exchange Act. Additional materials include the Cover Page Interactive Data File (Exhibit 104).

Thermo Fisher Scientific sold a new series of notes under an underwriting agreement entered on September 30, 2025 and reported the related event on October 7, 2025. The company expects net proceeds of approximately $2.48 billion after underwriting discounts and offering expenses.

The company intends to use the net proceeds for general corporate purposes, which may include acquisitions, repayment and refinancing of debt, working capital, capital expenditures, repurchases of equity securities, or temporary investment in short-term liquid instruments. The Underwriting Agreement is filed as Exhibit 1.1; a Twenty-Ninth Supplemental Indenture is filed as Exhibit 4.2, and a legal opinion and consent from its counsel are filed as Exhibit 5.1/23.1.

Dion J. Weisler, a director of Thermo Fisher Scientific, reported a Section 16 transaction dated 09/27/2025. The filing shows Phantom Stock Units were acquired under the company's Deferred Compensation Plan for Directors and are convertible 1-for-1 into common stock. The report states units were credited at $464.24 per unit and lists 80.78 as the number associated with the reported acquisition and 2,573.95 as the amount of common stock beneficially owned following the transaction. The units are distributable as stock upon cessation of director service or a change of control. The form was signed by an attorney-in-fact on 09/30/2025.