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Pettiti Gianluca reported acquisition or exercise transactions in this Form 4 filing.
Thermo Fisher Scientific executive vice president Gianluca Pettiti reported equity awards that increase his direct holdings in company stock. He received a grant of stock options for 16,270 shares and performance-based restricted stock units that resulted in 2,057 and 3,715 shares of common stock being credited to him.
The performance-based award was granted on February 19, 2025, and the company’s compensation committee determined on February 25, 2026 that its performance criteria were satisfied. One-third of these shares vest on February 28, 2026 and 2027, while the remaining one-third vests on February 28, 2028 and may be adjusted up or down based on relative total shareholder return performance. The stock option grant vests in four equal annual installments beginning on February 28, 2027.
Thermo Fisher Scientific Chairman & CEO Marc N. Casper reported equity awards tied to performance and long-term incentives. He acquired 32,109 stock options at an exercise price of $0.00 per share, which vest in four equal annual installments beginning on February 28, 2027.
He also acquired 7,515 and 7,333 shares of common stock through performance-based restricted stock unit awards granted in February 2025, after the compensation committee determined on February 25, 2026 that performance criteria were satisfied. One-third of these shares vest on February 28, 2026 and February 28, 2027, with the remaining one-third vesting on February 28, 2028 subject to adjustment based on relative total shareholder return CAGR.
The filing also lists indirect holdings in Thermo Fisher shares by the Alison Casper 2020 Irrevocable Trust, Floral Park Associates, Inc., and the MNC 2020 Irrevocable Trust, for which Casper disclaims beneficial ownership except for any pecuniary interest.
Thermo Fisher Scientific reported full-year 2025 revenue of $44.56 billion, up 4%, with GAAP diluted EPS of $17.74 and adjusted EPS of $22.87. GAAP operating income rose to $7.75 billion, and adjusted operating income reached $10.11 billion, with margins improving slightly.
Organic revenue grew 2%, helped by pharma and biotech demand and industrial and applied markets, while academic and government sales declined amid U.S. uncertainty and China macro weakness. Currency translation added $0.37 billion to revenue.
The company continues to operate four major segments and highlights ongoing R&D investment, heavy use of acquisitions, and significant goodwill of $49.36 billion. It ended the year with about $39.38 billion of debt, 371,484,244 shares outstanding and roughly 125,000 employees. A new $5.0 billion repurchase authorization was approved, with $3.0 billion repurchased early in 2026.
Thermo Fisher Scientific Inc. issued four new series of senior unsecured notes totaling $4.8 billion to raise long-term debt capital. The company sold $1.0 billion of 4.215% Notes due 2031, $750 million of 4.550% Notes due 2033, $1.3 billion of 4.902% Notes due 2036 and $750 million of 5.546% Notes due 2046 in a public offering.
Thermo Fisher expects net proceeds of approximately $3.76 billion after underwriting discounts and expenses. It intends to use these funds primarily to pay a portion of the cash consideration for its previously announced acquisition of Clario Holdings, Inc., with any remainder available for general corporate purposes or temporary short-term investments.
The notes include standard optional redemption features before and after defined par call dates, a change-of-control repurchase right at 101% of principal upon specified rating downgrades, and customary covenants limiting secured debt on principal properties, sale-leaseback transactions, and certain mergers or asset sales.
Thermo Fisher Scientific executive vice president Gianluca Pettiti sold 400 shares of common stock in an open-market transaction at $541.20 per share. The sale on February 9, 2026 was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025.
After this transaction, Pettiti directly beneficially owned 20,752.223 shares of Thermo Fisher Scientific common stock. Rule 10b5-1 plans allow insiders to schedule trades in advance, helping separate personal trading decisions from later corporate developments.
Thermo Fisher Scientific is offering $3.8 billion of senior unsecured notes across four tranches: $1.0 billion 4.215% notes due 2031, $750 million 4.550% notes due 2033, $1.3 billion 4.902% notes due 2036 and $750 million 5.546% notes due 2046. The notes price near par, generating gross proceeds of about $3.80 billion and net proceeds of about $3.76 billion after $25.7 million of underwriting discounts and estimated expenses. Thermo Fisher plans to use the cash mainly to fund the pending Clario acquisition, a clinical trial data business valued at $8.875 billion in cash plus up to $525 million of additional consideration. The company reports preliminary 2025 results showing fourth‑quarter revenue up 7% to $12.21 billion and full‑year revenue up 4% to $44.56 billion, with diluted EPS rising to $5.21 for the quarter and $17.74 for the year. The notes include standard investment‑grade style covenants, optional redemption features, and a change‑of‑control repurchase at 101% of principal.
A holder of common stock has filed a Form 144 notice to sell 400 shares. The planned sale is to be executed through Fidelity Brokerage Services LLC on the NYSE around 02/09/2026, with an aggregate market value listed as 216480.00. Shares outstanding are shown as 375,708,059, giving a sense of the company’s overall size.
The 400 shares to be sold were acquired on 02/28/2024 via restricted stock vesting from the issuer as compensation. The filing also notes that Gianluca Pettiti, at the same address, sold 2,975 common shares on 11/10/2025 for gross proceeds of 1725500.00 during the past three months.
Thermo Fisher Scientific Inc. is launching a multi‑tranche senior notes offering of unsecured senior debt, with each series paying semiannual interest and featuring optional redemption and change‑of‑control repurchase protections. The notes rank equally with other unsecured senior debt and are structurally subordinated to subsidiary obligations.
Thermo Fisher plans to use the net proceeds primarily to fund the cash portion of its pending Clario Holdings acquisition, with any remainder available for general corporate purposes, including other acquisitions, debt repayment, capital spending or share repurchases. The company also reports preliminary 2025 results showing fourth‑quarter revenue of $12.21 billion versus $11.40 billion and diluted EPS of $5.21 versus $4.78, with full‑year revenue of $44.56 billion versus $42.88 billion and EPS of $17.74 versus $16.53.
Thermo Fisher Scientific Inc. furnished an update on its business by announcing financial results for the fiscal quarter and full year ended December 31, 2025. The company released these results through a press release dated January 29, 2026.
The press release containing the detailed quarterly and annual financial information is provided as Exhibit 99.1. This information is treated as "furnished" rather than "filed" under the Securities Exchange Act of 1934, which limits how it is incorporated into other regulatory documents.
Thermo Fisher Scientific Inc. filed a Form 25 to remove its 1.400% Senior Notes due 2026 from listing and registration on the New York Stock Exchange. The exchange states it has followed its own rules to strike this class of debt securities from listing and/or withdraw their registration, and the issuer has complied with the exchange’s procedures and the related SEC requirements for voluntary withdrawal.