Michael D. Shafer - Feb 28, 2025 Form 4 Insider Report for THERMO FISHER SCIENTIFIC INC. (TMO)

Role: Executive Vice President
Signature: /s/ Melodie T. Morin, Attorney-in-Fact for Michael D. Shafer
Stock symbol: TMO
Transactions as of: Feb 28, 2025
Transactions value $: -$1,468,943
Form type: 4
Date filed: 3/4/2025, 04:34 PM
Previous filing: Feb 21, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMO	Common Stock	Tax liability	-$129K	-245	-1.11%	$528.96	21.8K	Feb 28, 2025	Direct	F1
transaction	TMO	Common Stock	Tax liability	-$58.1K	-110	-0.5%	$528.96	21.7K	Feb 28, 2025	Direct
transaction	TMO	Common Stock	Tax liability	-$336K	-636	-2.93%	$528.96	21.1K	Feb 28, 2025	Direct
transaction	TMO	Common Stock	Sale	-$945K	-1.78K	-8.45%	$530.92	19.3K	Mar 3, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	Reflects a downward adjustment of 349 shares of a performance-based restricted stock unit award granted on February 23, 2022. On February 22, 2023, the reporting person reported the acquisition of the performance-based restricted stock unit award. One-third of the shares vested on February 28, 2023, one-third of the shares vested on February 28, 2024, and the remaining one-third vested on February 28, 2025, subject to adjustment based on the Company's relative total shareholder return ("TSR") over the measurement period starting on January 1, 2022, through to December 31, 2024. As a result of the Company's relative TSR, the third tranche was adjusted downward by 30%. As such, the reporting person received 349 less shares than the amount initially reported.
F2	The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024

Content

Reflects a downward adjustment of 349 shares of a performance-based restricted stock unit award granted on February 23, 2022. On February 22, 2023, the reporting person reported the acquisition of the performance-based restricted stock unit award. One-third of the shares vested on February 28, 2023, one-third of the shares vested on February 28, 2024, and the remaining one-third vested on February 28, 2025, subject to adjustment based on the Company's relative total shareholder return ("TSR") over the measurement period starting on January 1, 2022, through to December 31, 2024. As a result of the Company's relative TSR, the third tranche was adjusted downward by 30%. As such, the reporting person received 349 less shares than the amount initially reported.

The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024