Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2025 vs FY2024

[removed: Business](#ia9fb6c1c25bf4312b74f71597a835b90_13)] [added: Business](#i5443a7bc6ecd4faeb3e48af4dce1276a_13)] under the caption “Forward-looking Statements”.

Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate. Our business is affected by general economic conditions, both inside and outside the U.S. Both domestic and international markets experienced significant inflationary pressures in [removed: 2024] [added: 2025] and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels.

- reducing demand for some of our [removed: products;][added: products and services;]

In [removed: 2024,] [added: 2025,] currency translation had [removed: an unfavorable] [added: a favorable] effect of [removed: $0.08] [added: $0.37] billion on revenues due to the [removed: strengthening] [added: weakening] of the U.S. dollar relative to other currencies in which the company sells products and services.

In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the U.S. Accordingly, our [added: prior results have been and our] future results could be harmed by a variety of factors, including:

- interruption to transportation flows for delivery of [added: raw materials or] parts to us and finished goods to our customers;

- tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other [removed: countries] [added: countries,] on [added: certain] U.S. [removed: goods, including] [added: goods (including volatility resulting from] the [added: imposition of (and changing policies around)] tariffs [removed: adopted by the U.S. government on various imports from China] and [removed: by the Chinese government on certain U.S. goods;][added: related countermeasures);]

- the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global [removed: economy, such as the COVID-19 pandemic;][added: economy;]

- diverse data [removed: privacy and] [added: privacy,] protection [added: and localization] requirements;

Demand for some of our products depends on capital spending policies of our customers and on government funding policies. Our customers include pharmaceutical and [removed: chemical] [added: biotechnology] companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions.

Many factors, including public policy spending [removed: priorities,] [added: priorities such as national procurement initiatives,] available resources, [added: cost reimbursement policies,] and product and economic cycles, have [added: had and we expect to have] a significant effect on the capital spending policies of these entities.

[removed: An] [added: A similar] impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending.

The ability of our employees to work may be significantly impacted by future epidemics and [removed: pandemics.][added: pandemics, including their residual effects.]

We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products [added: and services] by competitors and maintain quality to remain competitive. Our growth strategy includes significant investment in and expenditures for product [added: and service] development.

We sell our products [added: and services] in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards.

Competitive factors include technological innovation, including the [removed: increased adoption] [added: timely, responsible] and [removed: use] [added: effective adoption] of [removed: artificial intelligence,] [added: emerging technologies (such as AI),] price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers.

Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we [removed: can.][added: can, and may achieve cost or quality advantages that we cannot match.]

Many of our existing products and [added: services and] those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels.

Our customers use many of our products [added: and services] to develop, test and manufacture their own products.

As a result, we must anticipate industry trends and develop products [added: and services] in advance of the commercialization of our customers’ products.

- finding new markets for our [removed: products;] [added: products] and [added: services; and]

As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily [removed: tradenames)] [added: trade names)] on our balance sheet, which amount to approximately [removed: $45.85] [added: $49.36] billion and [removed: $1.24] [added: $1.23] billion, respectively, as of December 31, [removed: 2024.][added: 2025.]

In addition, we have definite-lived intangible assets totaling [removed: $14.30] [added: $14.60] billion as of December 31, [removed: 2024.][added: 2025.]

The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, [added: cybersecurity incidents including but not limited to ransomware attacks, misuse of AI and machine learning technologies,] governmental actions and legislative or regulatory changes.

Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, [added: improper or unauthorized use of AI,] human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.

We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks [removed: become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of artificial intelligence.]

Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace [removed: culture.][added: culture (including where there is high demand for new products, services, and technologies, such as related to AI).]

Increasing attention to [removed: environmental, social and governance] [added: sustainability] matters may impact our business, financial results, stock price or reputation. We face increasing scrutiny from stakeholders related to our [removed: environmental, social and governance] [added: sustainability] practices and disclosures.

Changes in the U.S. Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of [added: laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.]

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers. We have agreements relating to the sale of our products [added: and services] to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of [removed: artificial intelligence,] [added: AI,] biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.

European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU [removed: General Data Protection Regulation] [added: GDPR] imposes significantly stricter requirements in how we collect and process personal data.

[removed: In addition, such a failure could expose us to contractual or product liability claims, contractual claims] from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant.

In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government [added: officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.]

The OECD and implementing countries are expected to continue [added: to make further revisions to their legislation and release additional guidance.]

Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $31.27] [added: $39.38] billion in outstanding indebtedness.

- Chinese regulations requiring the use of local suppliers, which compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers;

In October 2025, the federal government entered a shutdown due to a lapse in appropriations, resulting from an inability by Congress to pass a budget or continuing resolution.

For example, we are incorporating AI and machine learning technologies into our products, services and internal processes.

Failure to keep pace with rapid developments in AI technologies could adversely affect our competitive position and results of operations.

become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of AI.

In addition, such a failure could expose us to contractual or product liability claims, contractual claims

Improper or unauthorized use of AI by our employees or third parties working on our behalf could create additional risks, including exposure of confidential information, errors in output, or the generation of inaccurate, misleading or biased results, which could negatively impact our customers, stakeholders and reputation.

The integration of AI, including generative AI, into our products, services or internal operations may expose us to increased risks of intellectual property infringement or misappropriation.

As of December 31, 2025, numerous countries where we operate have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules.

THERMO FISHER SCIENTIFIC INC.

laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.

officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.

While it is uncertain whether the United States will enact legislation to adopt the Pillar Two rule, numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules effective January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025.

to make further revisions to their legislation and release additional guidance.

Reference is made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations to Notes to the [Consolidated Financial [removed: Statements](#ia9fb6c1c25bf4312b74f71597a835b90_91),] [added: Statements](#i5443a7bc6ecd4faeb3e48af4dce1276a_91),] which begin on page [removed: [29](#ia9fb6c1c25bf4312b74f71597a835b90_91)] [added: [29](#i5443a7bc6ecd4faeb3e48af4dce1276a_91)] of this report.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for [removed: 2022] [added: 2023] is included in Item 7 of the company’s [removed: 2023] [added: 2024] [Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774524000007/tmo-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774525000010/tmo-20241231.htm)] filed with the Securities and Exchange Commission.

These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “[Non-GAAP [removed: Measures](#ia9fb6c1c25bf4312b74f71597a835b90_76)”] [added: Measures](#i5443a7bc6ecd4faeb3e48af4dce1276a_76)”] later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The company’s operations fall into four segments (Note 11): Life Sciences Solutions, Analytical Instruments, Specialty [removed: Diagnostics] [added: Diagnostics,] and Laboratory Products and Biopharma Services.

| (Dollars in millions except per share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Revenues | | | | | | $ | [removed: 42,879] [added: 44,556] | | | | | $ | [removed: 42,857] [added: 42,879] | | | | | [removed: 0] [added: 4] | | % |

| GAAP operating income | | | | | | $ | [removed: 7,337] [added: 7,746] | | | | | $ | [removed: 6,859] [added: 7,337] | | | | | [removed: 7] [added: 6] | | % |

| GAAP operating income margin | | | | | | [removed: 17.1] [added: 17.4] | | % | | | | [removed: 16.0] [added: 17.1] | | % | | | | [removed: 1.1] [added: 0.3] | | pt |

| Adjusted operating income *(non-GAAP measure)* | | | | | | $ | [removed: 9,707] [added: 10,109] | | | | | $ | [removed: 9,810] [added: 9,707] | | | | | [removed: (1)] [added: 4] | | % |

| Adjusted operating income margin *(non-GAAP measure)* | | | | | | [removed: 22.6] [added: 22.7] | | % | | | | [removed: 22.9] [added: 22.6] | | % | | | | [removed: (0.3)] [added: 0.1] | | pt |

| GAAP diluted earnings per share [added: (EPS)] attributable to Thermo Fisher Scientific Inc. | | | | | | $ | [removed: 16.53] [added: 17.74] | | | | | $ | [removed: 15.45] [added: 16.53] | | | | | 7 | | % |

| Adjusted earnings per share *(non-GAAP measure)* | | | | | | $ | [removed: 21.86] [added: 22.87] | | | | | $ | [removed: 21.55] [added: 21.86] | | | | | [removed: 1] [added: 5] | | % |

| Revenue growth | | | | | | [removed: 0] [added: 4] | | % |

| Impact of acquisitions | | | | | | [removed: 0] [added: 1] | | % |

| Impact of currency translation | | | | | | [removed: 0] [added: 1] | | % |

| Organic revenue growth *(non-GAAP measure)* | | | | | | [removed: 0] [added: 2] | | % |

[removed: Revenues from] [added: During 2025, revenues grew in the] pharma and biotech [removed: and diagnostics and healthcare customers were also negatively impacted] [added: market due to increased demand from customers, partially offset] by reduced demand for COVID-19 [added: vaccine and therapy] related products and services.

Contributions to organic revenue during [removed: 2024 from] [added: 2025 were led by] the [removed: Analytical Instruments, Specialty Diagnostics, and] Laboratory Products and Biopharma Services [removed: segments were offset by declines in the] [added: and] Life Sciences Solutions [removed: segment.][added: segments.]

- High-impact [removed: innovation,][added: innovation;]

- Our trusted partner status with [removed: customers,] [added: customers;] and

GAAP operating income margin and adjusted operating income margin [removed: decreased] [added: increased] in [removed: 2024] [added: 2025] due primarily to [added: very strong productivity improvements, partially offset by] unfavorable business mix and strategic [removed: investments, partially offset by productivity improvements.][added: investments.]

We estimate that charges for restructuring and related actions incurred for headcount reductions and facility consolidations, which [removed: resulted in charges of] [added: were] approximately $0.3 billion in [removed: 2024] [added: 2025] and $0.3 billion in [removed: 2023,] [added: 2024,] will realize annual cost savings of approximately [removed: $0.2] [added: $0.5] billion and [removed: $0.6] [added: $0.2] billion, respectively, primarily due to reduced employee and facility expenses.

The [removed: company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including] [added: benefits of PPI include optimized price realization,] reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.

It also complements the existing life sciences and mass [added: spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.]

| (Dollars in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Life Sciences Solutions | | | | | | $ | [removed: 9,631] [added: 10,374] | | | | | $ | [removed: 9,977] [added: 9,631] | |

| Analytical Instruments | | | | | | [removed: 7,463] [added: 7,554] | | | | | | [removed: 7,263] [added: 7,463] | | |

| Specialty Diagnostics | | | | | | [removed: 4,512] [added: 4,676] | | | | | | [removed: 4,405] [added: 4,512] | | |

| Laboratory Products and Biopharma Services | | | | | | [removed: 23,157] [added: 23,984] | | | | | | [removed: 23,041] [added: 23,157] | | |

| Eliminations | | | | | | [removed: (1,885)] [added: (2,033)] | | | | | | [removed: (1,829)] [added: (1,885)] | | |

| Consolidated revenues | | | | | | $ | [removed: 42,879] [added: 44,556] | | | | | $ | [removed: 42,857] [added: 42,879] | |

| (Dollars in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

| Revenues | | | | | | $ | [removed: 9,631] [added: 10,374] | | | | | $ | [removed: 9,977] [added: 9,631] | | | | | [removed: (3)] [added: 8] | | % | | | | [removed: 1] [added: 3] | | % | | | | [removed: 0] [added: 1] | | % | | | | [removed: (4)] [added: 3] | | % |

| Segment income | | | | | | [removed: 3,503] [added: 3,768] | | | | | | [removed: 3,420] [added: 3,503] | | | | | | [removed: 2] [added: 8] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 36.4] [added: 36.3] | | % | | | | [removed: 34.3] [added: 36.4] | | % | | | | [removed: 2.1] [added: (0.1)] | | pt | | | | | | | | | | | | | | | | | | |

The increase in segment income margin [removed: resulted] [added: was] primarily [removed: from] [added: due to] exceptionally strong productivity improvements, partially offset by unfavorable [removed: volume] [added: business] mix and strategic investments.

| Revenues | | | | | | $ | [removed: 7,463] [added: 7,554] | | | | | $ | [removed: 7,263] [added: 7,463] | | | | | [removed: 3] [added: 1] | | % | | | | 0 | | % | | | | [removed: (1)] [added: 1] | | % | | | | [removed: 3] [added: 0] | | % |

| Segment income | | | | | | [removed: 1,955] [added: 1,736] | | | | | | [removed: 1,908] [added: 1,955] | | | | | | [removed: 2] [added: (11)] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 26.2] [added: 23.0] | | % | | | | [removed: 26.3] [added: 26.2] | | % | | | | [removed: (0.1)] [added: (3.2)] | | pt | | | | | | | | | | | | | | | | | | |

The decrease in segment income margin resulted primarily from [added: the impact from acquisitions,] unfavorable business [removed: mix] [added: mix,] and strategic investments, [removed: largely] [added: partially] offset by [added: very] strong productivity improvements.

Revenues in the academic and government market declined, driven by customer hesitancy in a more uncertain environment in the U.S. and macro conditions in China.

Revenue to customers in the industrial and applied market grew.

Revenues to customers in the diagnostics and healthcare market were flat.

During 2025, sales grew in North America, Europe and Asia-Pacific, but declined in China.

GAAP operating income margin in 2025 also benefited from lower amortization expense when compared to 2024; however, this was partially offset by higher transaction-related costs.

The company’s references throughout this discussion to productivity improvements generally refer to the impact of its Practical Process Improvement (PPI) Business System to address inflation, drive cost efficiencies and improve profitability.

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation.

The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows.

In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

The increase in organic revenues in 2025 was driven by the bioproduction business.

On a reported basis, the bioproduction business grew $548 million, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business.

Genetic sciences grew $82 million, driven by the 2024 acquisition of Olink.

| (Dollars in millions) | | | | | | 2025 | | | | | | 2024 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

Organic revenues were flat in 2025 primarily due to growth in the electron microscopy and chromatography and mass spectrometry businesses, largely offset by declines in the chemical analysis business.

On a reported basis, the electron microscopy business and chromatography and mass spectrometry business grew $87 million and $83 million, respectively, partially offset by a decline of $78 million in the chemical analysis business.

| (Dollars in millions) | | | | | | 2025 | | | | | | 2024 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

On a reported basis, the clinical diagnostic business grew $52 million, the immunodiagnostics business grew $48 million, and the transplant diagnostics business grew $37 million, which were the principal drivers of reported revenue growth in the segment.

| (Dollars in millions) | | | | | | 2025 | | | | | | 2024 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

On a reported basis, the pharma services business and research and safety market channel grew $457 million and $422 million, respectively.

| (Dollars in millions) | | | | | | 2025 | | | | | | 2024 | | |

GAAP other income/(expense) in 2025 also includes $8 million of settlement charges for pension plans.

The company’s GAAP and adjusted tax rates in 2025 were impacted by a $269 million deferred tax benefit resulting from the recognition of tax attributes related to domestication transactions, a deferred tax benefit of $153 million related to capital losses generated as part of intra-entity transactions, a $158 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income, and a $93 million tax benefit from tax return reassessments.

The company’s GAAP rate was also impacted by $51 million of tax expense related to tax legislation enacted during the third quarter of 2025 (Note 7).

| (In millions) | | | | | | 2025 | | | | | | 2024 | | |

Increases in accounts receivable used cash of $0.43 billion and changes in contract assets/liabilities used cash of $0.38 billion.

An increase in accounts payable provided cash of $0.42 billion.

During 2025, acquisitions used cash of $4.04 billion.

Repayment of debt used cash of $2.41 billion.

On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock.

Adjusted results in 2025 exclude $4 million of transaction-related costs.

Adjusted results in 2024 also exclude $13 million of charges for inventory write-downs associated with large-scale abandonment of product lines.

Adjusted results in 2025 also exclude $51 million of charges for disposition of a consolidated joint venture.

Goodwill

Goodwill totaled $49.36 billion at December 31, 2025 (Note 2).

assets to decline.

With the completion of the filtration and separation business acquisition in September 2025, the company established a new reporting unit that solely consists of the legacy business, the book carrying value of which equaled its fair value as of the acquisition date.

During its annual 2025 goodwill impairment assessment, the company performed a qualitative assessment of this reporting unit and determined that no events had occurred and no circumstances had changed that would more-likely-than-not reduce the fair value of the reporting unit below its carrying amount.

As a result, the company did not perform the quantitative goodwill impairment test for this reporting unit.

Given that the fair value of the reporting unit was not substantially in excess of its carrying value as of the annual 2025 assessment date, relatively small decreases in future cash flows versus anticipated results, decreases in peer trading multiples and/or increases in the weighted average cost of capital could result in impairment of goodwill.

The reporting unit consisting of the filtration and separation business had $2.10 billion of goodwill, and an overall carrying value of $4.01 billion as of December 31, 2025.

Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing.

Additionally, our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce vaccines and therapies globally.

Since the company’s acquisition of PPD in December 2021, the clinical research business has continued to play a leading role in supporting the clinical trials for COVID-19 vaccines and therapies.

These positive impacts continued at much lower levels in 2024 as customer testing as well as therapy and vaccine demand declined.

Sales of products related to COVID-19 testing were $0.10 billion and $0.33 billion in 2024 and 2023, respectively.

During 2024, all of our end markets were negatively impacted by a more muted macroeconomic environment and low economic activity in China.

As a result, revenues in these end markets declined slightly in the year.

Revenues in the academic and government and industrial and applied markets increased slightly as we saw the benefits of our investments into high-impact innovation.

During 2024, all geographies were negatively impacted by the more muted macroeconomic environment.

Sales grew slightly in Asia-Pacific, including China.

Sales growth in Europe was flat and sales in North America declined slightly due to decreased demand for COVID-19 related products.

The decreases in GAAP operating income margin during 2024 were more than offset by lower levels of amortization expense.

On January 3, 2023, the company acquired, within the Specialty Diagnostics segment, The Binding Site Group, a U.K.-based provider of specialty diagnostic assays and instruments to improve the diagnosis and management of blood cancers and immune system disorders.

The acquisition expands the segment’s portfolio with the addition of pioneering innovation in diagnostics and monitoring for multiple myeloma.

On August 14, 2023, the company acquired, within the Laboratory Products and Biopharma Services segment, CorEvitas, LLC, a U.S.-based provider of regulatory-grade, real-world evidence for approved medical treatments and therapies.

The acquisition expands the segment’s portfolio with the addition of highly complementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.

spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.

The decrease in organic revenues in 2024 was primarily due to moderation in COVID-19 related revenue.

The increase in organic revenues in 2024 was due to very strong growth in the electron microscopy business, partially offset by declines in the other instrumentation businesses.

The GAAP and adjusted tax rates in 2023 were impacted by changes in valuation allowances, including a $183 million release in a jurisdiction where the deferred tax assets are now expected to be realized, and, to a lesser extent, by a decrease in pre-tax earnings compared to 2022.

The company’s GAAP and adjusted tax rates in 2023 were also impacted by tax planning initiatives, including a tax benefit of $127 million for U.S. tax credits and the revaluation of net operating loss carryforwards due to higher tax rates as a result of its tax return resubmissions, a tax benefit of $91 million, net of related tax expenses, from a foreign exchange loss on an intercompany debt refinancing transaction, and $233 million of tax benefits resulting from intra-entity transactions.

A decrease in inventories provided cash of $0.60 billion.

During 2023, acquisitions of The Binding Site Group and CorEvitas, LLC used cash of $2.70 billion and $0.91 billion, respectively.

On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.

Repayment of debt and net commercial paper activity used cash of $5.78 billion and $0.32 billion, respectively.

Adjusted results in 2024 also exclude $7 million of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

Adjusted results in 2023 also exclude $26 million of contract termination costs associated with facility closures.

Goodwill and Indefinite-lived Intangible Assets

Goodwill and indefinite-lived intangible assets totaled $45.85 billion and $1.24 billion, respectively, at December 31, 2024 (see Note 2 for additional information).

generally increased from the prior year, were sufficient to conclude that no impairments of goodwill or indefinite-lived intangible assets existed at the end of the tenth fiscal month of 2024, the date of the company’s annual impairment testing.

The [removed: currency-exchange] [added: currency exchange] contracts principally hedge transactions denominated in euro, Canadian dollars, British pounds sterling, [added: Swiss franc,] Swedish krona, Singapore dollars, [added: and] Hong Kong [removed: dollars and Swiss franc.][added: dollars.]

As of December 31, [removed: 2024,] [added: 2025,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

The total estimated fair value of the company’s debt at December 31, [removed: 2024] [added: 2025] was [removed: $28.53] [added: $36.61] billion (Note 4).

If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2024] [added: 2025] would increase by approximately [removed: $1.98] [added: $2.45] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2024] [added: 2025] would decrease by approximately [removed: $1.76] [added: $2.19] billion.

If interest rates were to decrease by 100 basis points, the fair value of the company’s cross-currency interest rate swaps at December 31, [removed: 2024] [added: 2025] would decrease by approximately [removed: $0.27] [added: $0.28] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s cross-currency interest rate swaps at December 31, [removed: 2024] [added: 2025] would increase by approximately [removed: $0.40] [added: $0.62] billion.

The functional currencies of the company’s international subsidiaries are principally denominated in British pounds sterling, euro, Swedish krona, Canadian [removed: dollars, Norwegian kroner] [added: dollars] and [removed: Swiss franc.][added: Norwegian kroner.]

The effect of a change in the period ending currency exchange rates on the company’s net investment in international subsidiaries is reflected in the “accumulated other comprehensive [removed: items”] [added: income/(loss)”] component of shareholders’ equity.

A 10% depreciation in year-end [removed: 2024] [added: 2025] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately [removed: $2.05] [added: $2.93] billion.

The fair value of forward [removed: currency-exchange] [added: currency exchange] contracts is sensitive to changes in currency exchange rates.

The fair value of forward [removed: currency-exchange] [added: currency exchange] contracts is the estimated amount that the company would pay or receive upon termination of the contract, taking into account the change in currency exchange rates.

A 10% depreciation in year-end [removed: 2024] [added: 2025] non-functional currency exchange rates related to the company’s contracts would result in an [added: additional] unrealized [removed: loss] [added: gain] on forward [removed: currency-exchange] [added: currency exchange] contracts of [removed: $32] [added: $49] million.

A 10% appreciation in year-end [removed: 2024] [added: 2025] non-functional currency exchange rates related to the company’s contracts would result in an additional unrealized [removed: gain] [added: loss] on forward [removed: currency-exchange] [added: currency exchange] contracts of [removed: $37] [added: $40] million.

The unrealized gains or losses on forward [removed: currency-exchange] [added: currency exchange] contracts resulting from changes in currency exchange rates are expected to approximately offset losses or gains on the exposures being hedged.

A 10% depreciation in the related year-end [removed: 2024] [added: 2025] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $16] [added: $12] million on the company’s net income.

In addition, interest rate changes would result in a change in the company’s interest expense due to variable-rate debt instruments including swap arrangements.

In 2025, a 100 basis point increase in interest rates on the swap arrangements and variable-rate debt would have increased the company’s annual pre-tax interest expense by approximately $3 million.

We report our business in four [removed: segments –] [added: segments:] Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Biopharma Services.

Through our Life Sciences Solutions segment, we provide an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of [removed: infection and] disease.

Life Sciences Solutions includes three primary [removed: businesses – Biosciences, Genetic Sciences,] [added: businesses: biosciences, genetic sciences,] and [removed: BioProduction.][added: bioproduction.]

Our biosciences business includes reagents, instruments and consumables that help our customers conduct biological and medical research in areas such as molecular biology and protein biology, discover new drugs and vaccines, and enable the diagnosis of [removed: infection and] disease.

Our bioproduction business [removed: supports developers and manufacturers] [added: provides solutions for both the production] of [removed: biological-based therapeutics] [added: biologics] and [removed: vaccines with] [added: industrial manufacturing, and offers] a [added: comprehensive] portfolio of premium solutions and services focused on upstream cell culture, downstream purification, analytics for [removed: detection] [added: detection, quantitation, filtration] and [removed: quantitation] [added: separation] of process/product impurities, and a suite of single-use solutions spanning the biologics workflow.

This segment includes three primary [removed: businesses – Chromatography] [added: businesses: chromatography] and [removed: Mass Spectrometry, Chemical Analysis,] [added: mass spectrometry, chemical analysis,] and [removed: Electron Microscopy.][added: electron microscopy.]

This segment has five primary [removed: businesses – Clinical Diagnostics, ImmunoDiagnostics, Microbiology, Transplant Diagnostics] [added: businesses: clinical diagnostics, immunodiagnostics, microbiology, transplant diagnostics] and our [removed: Healthcare Market Channel.][added: healthcare market channel.]

We have approximately [removed: 15,000] [added: 14,000] sales personnel including highly trained technical specialists who enable us to better meet the needs of our more technical end-users.

We anticipate that we will continue to make significant expenditures for research and development [added: (R&D)] as we seek to provide a continuing flow of innovative products to maintain and improve our competitive position.

We also enter into license agreements with others to grant and/or receive rights to intellectual [removed: property rights.][added: property.]

All trademarks, trade names, product names, [removed: graphics] [added: slogans] and logos of Thermo Fisher contained herein are trademarks or registered trademarks of Thermo Fisher or its subsidiaries, as applicable, in the United States and/or other countries.

Solely for convenience, we may refer to trademarks in this Annual Report [removed: on Form 10-K] without the ™ and ® symbols.

To the extent other trademarks appear in this Annual [removed: Report on Form 10-K,] [added: Report,] they are the property of their respective owners.

- technical performance and advances in technology [added: (including artificial intelligence)] that result in new products and [added: services, and] improved price/performance ratios;

- product [added: and service] differentiation, availability and reliability;

In November 2021, the 2011 consent decree was amended to reflect the parties’ obligations to implement USEPA’s interim remedy, for which pre-design work [removed: commenced during 2022] [added: was completed] and [added: approved by the agencies in 2025, and the remedial action] is [removed: ongoing.][added: expected to commence in 2026.]

Accrued liabilities for environmental matters totaled [removed: $81] [added: $86] million at December 31, [removed: 2024.][added: 2025.]

We have agreements relating to the sale of our products [added: and services] to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

For a discussion of risks related to changes in governmental regulations, refer to “[Risk [removed: Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)”] [added: Factors](#i5443a7bc6ecd4faeb3e48af4dce1276a_16)”] in Part I, Item 1A.

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately 125,000 colleagues globally, with an approximate regional distribution as follows: [removed: 60,000] [added: 59,000] based in the Americas, 22,000 in the Asia-Pacific region, and [removed: nearly 43,000] [added: 44,000] in Europe, the Middle East and Africa (EMEA).

The company files [removed: annual, quarterly and current reports, proxy statements and other documents] [added: or furnishes all required reports] with the Securities and Exchange Commission [removed: (SEC) under the Exchange Act.][added: (SEC).]

The [added: company is an electronic filer, and the] SEC maintains a website that contains reports, proxy and information statements and other information [added: regarding issuers] that [removed: issuers, including the company,] file electronically with the SEC.

[removed: We] [added: The company] also [removed: make available] [added: makes available,] free of charge on [removed: or through our own website at www.thermofisher.com our Annual Report] [added: its website, its annual report] on Form 10-K, [removed: Quarterly Reports] [added: quarterly reports] on Form 10-Q, [removed: Current Reports] [added: current reports] on Form 8-K [removed: and, if applicable,] [added: and any] amendments to those reports [removed: filed or furnished pursuant to Section 13(a) of the Exchange Act] as soon as reasonably practicable after [removed: we electronically file] such material [removed: with,] [added: is electronically filed with] or [removed: furnish it to,] [added: furnished to] the SEC.

As of February [removed: 20, 2025,] [added: 26, 2026,] our executive officers were:

| Marc N. Casper | | | | | | [removed: 56] [added: 57] | | | | | | Chairman, President and Chief Executive Officer (2001) | | | President and Chief Executive Officer (2009-2020) Chief Operating Officer (2008-2009) Executive Vice President (2006-2009) | | |

| Stephen Williamson | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President and Chief Financial Officer (2015) | | | Vice President, Financial Operations (2008-2015) | | |

| Michel Lagarde | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Operating Officer (2017) | | | Executive Vice President (2019-2021) Senior Vice President and President, Pharma Services (2017-2019) President and Chief Operating Officer, Patheon N.V. (2016-2017) | | |

| Frederick M. Lowery | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President (2024) | | | Senior Vice President and President, Customer Channels (2021-2024) Senior Vice President and President, Life Sciences Solutions and Laboratory Products (2017-2021) | | |

| Gianluca Pettiti | | | | | | [removed: 46] [added: 47] | | | | | | Executive Vice President (2021) | | | Senior Vice President and President, Specialty Diagnostics (2019-2021) President, Biosciences (2018-2019) President, China (2015-2017) | | |

| Michael D. Shafer | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President (2024) | | | Senior Vice President and President, Pharma Services (2019-2024) President, Materials and Structural Analysis (2016-2019) | | |

| Lisa P. Britt | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President and Chief Human Resources Officer (2017) | | | | | |

Our R&D efforts focus on developing new technologies, enhancing the performance and usability of existing offerings, and expanding the applications for which our products are used.

These activities include internal development programs, initiatives leveraging licensed or acquired technologies, and collaborations with leading research institutions around the world.

Our R&D programs are aligned with the needs of each major business and are critical to maintaining our competitive position and supporting our long-term growth strategy.

We own or license copyrights in or to copyrightable subject matter, including graphic images and software, used or referenced herein.

Construction of the plant was completed in 2025 and following a 6-month testing and verification period, the Borough of Fair Lawn took ownership and operation and maintenance (O&M) of the plant in January 2026.

Along with the other responsible party, the company will continue to finance the O&M and perform groundwater monitoring under USEPA oversight.

We are subject to a broad and evolving set of global requirements related to data privacy, cybersecurity and the responsible use of emerging technologies such as generative artificial intelligence (AI).

These include comprehensive frameworks such as the EU’s General Data Protection Regulation (GDPR), the EU’s AI Act, U.S. federal and state privacy and security laws (including the Health Insurance Portability and Accountability Act of 1996 (HIPAA) for certain operations), and data-localization or cross-border transfer restrictions in various international markets.

Governments in the EU, U.S. and other jurisdictions are also advancing new regulations that govern transparency, risk management and data practices associated with AI systems.

As these regulatory regimes continue to develop, we maintain policies and controls designed to support compliance and protect the data entrusted to us.

The address of the SEC electronic filing website is http://www.sec.gov.

The website address for the company is http://www.thermofisher.com and SEC filings can be found in the “Investors” section of our website under the heading “SEC Filings.” The company is providing its website address solely for the information of investors.

The company does not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Annual Report as being posted on the website, into this Annual Report.

Investors and others should note that we may announce material information to our investors using our investor relations website, SEC filings, press releases, public conference calls and webcasts.

We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues.

It is possible that the information that we post on these channels could be deemed to be material information.

We therefore encourage investors to visit these websites from time to time.

| Thomas B. Shropshire | | | | | | 54 | | | | | | Senior Vice President and General Counsel (2025) | | | General Counsel and Company Secretary, Diageo plc (2021-May 2025) Partner, Global Head of U.S. Practice, Linklaters LLP (2000-2021) | | |

Construction commenced in 2024, and the plant is expected to be fully operating by April 2025.

The public can obtain any documents that we file with the SEC at www.sec.gov.

In addition, paper copies of these documents may be obtained free of charge by writing to the company care of its Investor Relations Department at our principal executive office located at 168 Third Avenue, Waltham, Massachusetts 02451.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Present Title (Fiscal Year First Became Executive Officer) | | | Other Positions Held | | |

| Michael A. Boxer | | | | | | 63 | | | | | | Senior Vice President and General Counsel (2018) | | | Senior Vice President, General Counsel and Secretary (2021-2022) | | |

| Joseph R. Holmes | | | | | | 46 | | | | | | Vice President and Chief Accounting Officer (2021) | | | Senior Director, Technical Accounting (2017-2021) | | |

See Note 5 to our Consolidated Financial Statements – “[Commitments and [removed: Contingencies](#ia9fb6c1c25bf4312b74f71597a835b90_157)”.][added: Contingencies](#i5443a7bc6ecd4faeb3e48af4dce1276a_133)”.]

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, [removed: 2024] [added: 2025] or

| [removed: 0.125%] [added: 3.628%] Notes due [removed: 2025] [added: 2035] | | | | | | TMO [removed: 25B] [added: 35A] | | | | | | New York Stock Exchange | | |

| [removed: 2.000%] [added: Floating Rate] Notes due [removed: 2025] [added: 2027] | | | | | | TMO [removed: 25] [added: 27D] | | | | | | New York Stock Exchange | | |

As of June [removed: 28, 2024,] [added: 27, 2025,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $211,032,682,000] [added: $154,038,987,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on June [removed: 28, 2024).][added: 27, 2025).]

As of [removed: February 1, 2025,] [added: January 31, 2026,] the Registrant had [removed: 377,261,182] [added: 371,484,244] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the “Proxy Statement”) are incorporated by reference into Part III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

[removed: | | | |] TABLE OF CONTENTS [removed: | | | | | |]

| [Item [removed: 1.](#ia9fb6c1c25bf4312b74f71597a835b90_13)] [added: 1.](#i5443a7bc6ecd4faeb3e48af4dce1276a_13)] | | | [removed: [Business](#ia9fb6c1c25bf4312b74f71597a835b90_13)] [added: [Business](#i5443a7bc6ecd4faeb3e48af4dce1276a_13)] | | | [removed: [3](#ia9fb6c1c25bf4312b74f71597a835b90_13)] [added: [3](#i5443a7bc6ecd4faeb3e48af4dce1276a_13)] | | |

| [Item [removed: 1A.](#ia9fb6c1c25bf4312b74f71597a835b90_16)] [added: 1A.](#i5443a7bc6ecd4faeb3e48af4dce1276a_16)] | | | [Risk [removed: Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)] [added: Factors](#i5443a7bc6ecd4faeb3e48af4dce1276a_16)] | | | [removed: [9](#ia9fb6c1c25bf4312b74f71597a835b90_16)] [added: [9](#i5443a7bc6ecd4faeb3e48af4dce1276a_16)] | | |

| [Item [removed: 1B.](#ia9fb6c1c25bf4312b74f71597a835b90_19)] [added: 1B.](#i5443a7bc6ecd4faeb3e48af4dce1276a_19)] | | | [Unresolved Staff [removed: Comments](#ia9fb6c1c25bf4312b74f71597a835b90_19)] [added: Comments](#i5443a7bc6ecd4faeb3e48af4dce1276a_19)] | | | [removed: [17](#ia9fb6c1c25bf4312b74f71597a835b90_19)] [added: [18](#i5443a7bc6ecd4faeb3e48af4dce1276a_19)] | | |

| [Item [removed: 1C.](#ia9fb6c1c25bf4312b74f71597a835b90_22)] [added: 1C.](#i5443a7bc6ecd4faeb3e48af4dce1276a_22)] | | | [removed: [Cybersecurity](#ia9fb6c1c25bf4312b74f71597a835b90_22)] [added: [Cybersecurity](#i5443a7bc6ecd4faeb3e48af4dce1276a_22)] | | | [removed: [17](#ia9fb6c1c25bf4312b74f71597a835b90_19)] [added: [18](#i5443a7bc6ecd4faeb3e48af4dce1276a_22)] | | |

| [Item [removed: 2.](#ia9fb6c1c25bf4312b74f71597a835b90_25)] [added: 2.](#i5443a7bc6ecd4faeb3e48af4dce1276a_25)] | | | [removed: [Properties](#ia9fb6c1c25bf4312b74f71597a835b90_25)] [added: [Properties](#i5443a7bc6ecd4faeb3e48af4dce1276a_25)] | | | [removed: [18](#ia9fb6c1c25bf4312b74f71597a835b90_25)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_25)] | | |

| [Item [removed: 3.](#ia9fb6c1c25bf4312b74f71597a835b90_28)] [added: 3.](#i5443a7bc6ecd4faeb3e48af4dce1276a_28)] | | | [Legal [removed: Proceedings](#ia9fb6c1c25bf4312b74f71597a835b90_28)] [added: Proceedings](#i5443a7bc6ecd4faeb3e48af4dce1276a_28)] | | | [removed: [18](#ia9fb6c1c25bf4312b74f71597a835b90_28)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_28)] | | |

| [Item [removed: 4.](#ia9fb6c1c25bf4312b74f71597a835b90_31)] [added: 4.](#i5443a7bc6ecd4faeb3e48af4dce1276a_31)] | | | [Mine Safety [removed: Disclosures](#ia9fb6c1c25bf4312b74f71597a835b90_31)] [added: Disclosures](#i5443a7bc6ecd4faeb3e48af4dce1276a_31)] | | | [removed: [18](#ia9fb6c1c25bf4312b74f71597a835b90_31)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_31)] | | |

| [Item [removed: 5.](#ia9fb6c1c25bf4312b74f71597a835b90_37)] [added: 5.](#i5443a7bc6ecd4faeb3e48af4dce1276a_37)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia9fb6c1c25bf4312b74f71597a835b90_37)] [added: Securities](#i5443a7bc6ecd4faeb3e48af4dce1276a_37)] | | | [removed: [18](#ia9fb6c1c25bf4312b74f71597a835b90_37)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_37)] | | |

| [Item [removed: 6.](#ia9fb6c1c25bf4312b74f71597a835b90_46)] [added: 6.](#i5443a7bc6ecd4faeb3e48af4dce1276a_46)] | | | [removed: [Reserved](#ia9fb6c1c25bf4312b74f71597a835b90_46)] [added: [Reserved](#i5443a7bc6ecd4faeb3e48af4dce1276a_46)] | | | [removed: [19](#ia9fb6c1c25bf4312b74f71597a835b90_46)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_46)] | | |

| [Item [removed: 7.](#ia9fb6c1c25bf4312b74f71597a835b90_49)] [added: 7.](#i5443a7bc6ecd4faeb3e48af4dce1276a_49)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia9fb6c1c25bf4312b74f71597a835b90_49)] [added: Operations](#i5443a7bc6ecd4faeb3e48af4dce1276a_49)] | | | [removed: [19](#ia9fb6c1c25bf4312b74f71597a835b90_49)] [added: [19](#i5443a7bc6ecd4faeb3e48af4dce1276a_49)] | | |

| [Item [removed: 7A.](#ia9fb6c1c25bf4312b74f71597a835b90_85)] [added: 7A.](#i5443a7bc6ecd4faeb3e48af4dce1276a_85)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia9fb6c1c25bf4312b74f71597a835b90_85)] [added: Risk](#i5443a7bc6ecd4faeb3e48af4dce1276a_85)] | | | [removed: [28](#ia9fb6c1c25bf4312b74f71597a835b90_85)] [added: [28](#i5443a7bc6ecd4faeb3e48af4dce1276a_85)] | | |

| [Item [removed: 8.](#ia9fb6c1c25bf4312b74f71597a835b90_88)] [added: 8.](#i5443a7bc6ecd4faeb3e48af4dce1276a_88)] | | | [Financial Statements and Supplementary [removed: Data](#ia9fb6c1c25bf4312b74f71597a835b90_88)] [added: Data](#i5443a7bc6ecd4faeb3e48af4dce1276a_88)] | | | [removed: [29](#ia9fb6c1c25bf4312b74f71597a835b90_88)] [added: [29](#i5443a7bc6ecd4faeb3e48af4dce1276a_88)] | | |

| [Item [removed: 9.](#ia9fb6c1c25bf4312b74f71597a835b90_178)] [added: 9.](#i5443a7bc6ecd4faeb3e48af4dce1276a_193)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia9fb6c1c25bf4312b74f71597a835b90_178)] [added: Disclosure](#i5443a7bc6ecd4faeb3e48af4dce1276a_193)] | | | [removed: [74](#ia9fb6c1c25bf4312b74f71597a835b90_178)] [added: [76](#i5443a7bc6ecd4faeb3e48af4dce1276a_193)] | | |

| [Item [removed: 9A.](#ia9fb6c1c25bf4312b74f71597a835b90_181)] [added: 9A.](#i5443a7bc6ecd4faeb3e48af4dce1276a_196)] | | | [Controls and [removed: Procedures](#ia9fb6c1c25bf4312b74f71597a835b90_181)] [added: Procedures](#i5443a7bc6ecd4faeb3e48af4dce1276a_196)] | | | [removed: [74](#ia9fb6c1c25bf4312b74f71597a835b90_181)] [added: [76](#i5443a7bc6ecd4faeb3e48af4dce1276a_196)] | | |

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| [Item [removed: 9C.](#ia9fb6c1c25bf4312b74f71597a835b90_190)] [added: 9C.](#i5443a7bc6ecd4faeb3e48af4dce1276a_205)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia9fb6c1c25bf4312b74f71597a835b90_190)] [added: Inspections](#i5443a7bc6ecd4faeb3e48af4dce1276a_205)] | | | [removed: [74](#ia9fb6c1c25bf4312b74f71597a835b90_190)] [added: [76](#i5443a7bc6ecd4faeb3e48af4dce1276a_205)] | | |

| [Item [removed: 10.](#ia9fb6c1c25bf4312b74f71597a835b90_196)] [added: 10.](#i5443a7bc6ecd4faeb3e48af4dce1276a_211)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia9fb6c1c25bf4312b74f71597a835b90_196)] [added: Governance](#i5443a7bc6ecd4faeb3e48af4dce1276a_211)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_196)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_211)] | | |

| [Item [removed: 11.](#ia9fb6c1c25bf4312b74f71597a835b90_199)] [added: 11.](#i5443a7bc6ecd4faeb3e48af4dce1276a_214)] | | | [Executive [removed: Compensation](#ia9fb6c1c25bf4312b74f71597a835b90_199)] [added: Compensation](#i5443a7bc6ecd4faeb3e48af4dce1276a_214)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_199)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_214)] | | |

| [Item [removed: 12.](#ia9fb6c1c25bf4312b74f71597a835b90_202)] [added: 12.](#i5443a7bc6ecd4faeb3e48af4dce1276a_217)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia9fb6c1c25bf4312b74f71597a835b90_202)] [added: Matters](#i5443a7bc6ecd4faeb3e48af4dce1276a_217)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_202)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_217)] | | |

| [Item [removed: 13.](#ia9fb6c1c25bf4312b74f71597a835b90_205)] [added: 13.](#i5443a7bc6ecd4faeb3e48af4dce1276a_220)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia9fb6c1c25bf4312b74f71597a835b90_205)] [added: Independence](#i5443a7bc6ecd4faeb3e48af4dce1276a_220)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_205)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_220)] | | |

| [Item [removed: 14.](#ia9fb6c1c25bf4312b74f71597a835b90_208)] [added: 14.](#i5443a7bc6ecd4faeb3e48af4dce1276a_223)] | | | [Principal Accountant Fees and [removed: Services](#ia9fb6c1c25bf4312b74f71597a835b90_208)] [added: Services](#i5443a7bc6ecd4faeb3e48af4dce1276a_223)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_208)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_223)] | | |

| [Item [removed: 15.](#ia9fb6c1c25bf4312b74f71597a835b90_214)] [added: 15.](#i5443a7bc6ecd4faeb3e48af4dce1276a_229)] | | | [Exhibits and Financial Statement [removed: Schedules](#ia9fb6c1c25bf4312b74f71597a835b90_214)] [added: Schedules](#i5443a7bc6ecd4faeb3e48af4dce1276a_229)] | | | [removed: [75](#ia9fb6c1c25bf4312b74f71597a835b90_214)] [added: [77](#i5443a7bc6ecd4faeb3e48af4dce1276a_229)] | | |

| [Item [removed: 16.](#ia9fb6c1c25bf4312b74f71597a835b90_220)] [added: 16.](#i5443a7bc6ecd4faeb3e48af4dce1276a_235)] | | | [Form 10-K [removed: Summary](#ia9fb6c1c25bf4312b74f71597a835b90_220)] [added: Summary](#i5443a7bc6ecd4faeb3e48af4dce1276a_235)] | | | [removed: [80](#ia9fb6c1c25bf4312b74f71597a835b90_220)] [added: [81](#i5443a7bc6ecd4faeb3e48af4dce1276a_235)] | | |

| | | | | | | | | |

This Annual Report on Form 10-K (this Annual Report) and our 2025 Annual Report to Shareholders contain “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, and are often identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” or similar expressions or words with similar meanings.

Any statements contained herein that are not statements of historical fact should be considered forward-looking statements.

Forward-looking statements in this Annual Report and our 2025 Annual Report to Shareholders include, among others, statements regarding:

- financial expectations, including projections of revenues, expenses, margins, earnings, cash flows, liquidity, capital allocation plans, and tax matters;

- operational matters, including business strategies, productivity initiatives, restructuring activities, cost-reduction programs, and new product or service developments;

- market and competitive conditions, including customer demand trends, industry dynamics, pricing, and competitive positioning;

- strategic actions, including planned acquisitions, divestitures, investments, and partnerships;

- legal, regulatory, macroeconomic, geopolitical, public health, supply chain, technology, and cybersecurity developments and their potential impacts on the company; and

- the timing and outcomes of any of the foregoing.

Each forward-looking statement contained in this Annual Report and our 2025 Annual Report to Shareholders is inherently uncertain and involves significant risks, assumptions, and factors that could cause actual results to differ materially from those expressed or implied.

Important risks and uncertainties that could cause such differences are detailed under the heading, “[Risk Factors](#i5443a7bc6ecd4faeb3e48af4dce1276a_16)” in Part I, Item 1A.

Forward-looking statements in this Annual Report and our 2025 Annual Report to Shareholders speak only as of the dates on which they are made.

While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, in the event of new information, future developments, or otherwise, except as required by law.

| 3.200% Notes due 2026 | | | | | | TMO 26B | | | | | | New York Stock Exchange | | |

| 1.400% Notes due 2026 | | | | | | TMO 26A | | | | | | New York Stock Exchange | | |

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K.

Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, and our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future.

Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “[Risk Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)” in Part I, Item 1A.

Our cybersecurity program is led by the company’s senior vice [removed: president,] [added: president and] chief information officer, along with our vice [removed: president,] [added: president and] chief information security officer (CISO).

Our senior vice [removed: president,] [added: president and] chief information officer, [added: and] vice [removed: president,] [added: president and] CISO, and vice [removed: president,] [added: president and] chief product security officer have each served in various roles in IT and information security for over 20 years.

As of [removed: February 1, 2025,] [added: January 31, 2026,] the company had [removed: 2,173] [added: 2,044] holders of record of its common stock.

[removed: A summary of the] [added: There was no] share repurchase activity for the [removed: company's] [added: company’s] fourth quarter of [removed: 2024 follows:][added: 2025.]

Early in the first quarter of [removed: 2025,] [added: 2026,] the company repurchased [removed: $2.00] [added: $3.00] billion [removed: of the company’s common stock (3.6] [added: (4.9] million shares).

At February [removed: 20, 2025, $1.00] [added: 26, 2026, $2.00] billion was available for future repurchases of the company’s common stock under this authorization.

On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion the company’s common stock.

THERMO FISHER SCIENTIFIC INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share (1) | | | | | | Total number of shares purchased as part of publicly announced plans or programs (2) | | | | | | Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2) (in millions) | | |

| Fiscal October (Sep. 29 - Nov. 2) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,000 | |

| Fiscal November (Nov. 3 - Nov. 30) | | | | | | 891,720 | | | | | | 527.64 | | | | | | 891,720 | | | | | | 3,529 | | |

| Fiscal December (Dec. 1 - Dec. 31) | | | | | | 996,892 | | | | | | 531.14 | | | | | | 996,892 | | | | | | 3,000 | | |

| Total fourth quarter | | | | | | 1,888,612 | | | | | | $ | 529.49 | | | | | 1,888,612 | | | | | | $ | 3,000 | |

(1) Amounts exclude excise taxes and other transaction costs.

(2) On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.

| [Report of Independent Registered Public Accounting [removed: Firm](#ia9fb6c1c25bf4312b74f71597a835b90_94)] [added: Firm](#i5443a7bc6ecd4faeb3e48af4dce1276a_94)] (PCAOB ID 238) | | | [removed: [30](#ia9fb6c1c25bf4312b74f71597a835b90_94)] [added: [30](#i5443a7bc6ecd4faeb3e48af4dce1276a_94)] | | |

| [Consolidated Balance Sheets as of December [removed: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_97) 2024] [added: 31,](#i5443a7bc6ecd4faeb3e48af4dce1276a_97) 2025] and [removed: 2023] [added: 2024] | | | [removed: [33](#ia9fb6c1c25bf4312b74f71597a835b90_97)] [added: [33](#i5443a7bc6ecd4faeb3e48af4dce1276a_97)] | | |

| [Consolidated Statements of Income for the years ended December [removed: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_100) 2024, 2023] [added: 31,](#i5443a7bc6ecd4faeb3e48af4dce1276a_100) 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [34](#ia9fb6c1c25bf4312b74f71597a835b90_100)] [added: [34](#i5443a7bc6ecd4faeb3e48af4dce1276a_100)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_103) 2024, 2023] [added: 31,](#i5443a7bc6ecd4faeb3e48af4dce1276a_103) 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [35](#ia9fb6c1c25bf4312b74f71597a835b90_103)] [added: [35](#i5443a7bc6ecd4faeb3e48af4dce1276a_103)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_109) 2024, 2023] [added: 31,](#i5443a7bc6ecd4faeb3e48af4dce1276a_109) 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [36](#ia9fb6c1c25bf4312b74f71597a835b90_109)] [added: [36](#i5443a7bc6ecd4faeb3e48af4dce1276a_109)] | | |

| [Consolidated Statements of Redeemable Noncontrolling Interest and Equity for the years ended December [removed: 31](#ia9fb6c1c25bf4312b74f71597a835b90_112), 2024, 2023] [added: 31](#i5443a7bc6ecd4faeb3e48af4dce1276a_112), 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [37](#ia9fb6c1c25bf4312b74f71597a835b90_112)] [added: [37](#i5443a7bc6ecd4faeb3e48af4dce1276a_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia9fb6c1c25bf4312b74f71597a835b90_115)] [added: Statements](#i5443a7bc6ecd4faeb3e48af4dce1276a_115)] | | | | | |

| [Note 1. Nature of Operations and Summary of Significant Accounting [removed: Policies](#ia9fb6c1c25bf4312b74f71597a835b90_118)] [added: Policies](#i5443a7bc6ecd4faeb3e48af4dce1276a_118)] | | | [removed: [38](#ia9fb6c1c25bf4312b74f71597a835b90_118)] [added: [38](#i5443a7bc6ecd4faeb3e48af4dce1276a_118)] | | |

| [Note 2. Supplemental Balance Sheet [removed: Information](#ia9fb6c1c25bf4312b74f71597a835b90_2025)] [added: Information](#i5443a7bc6ecd4faeb3e48af4dce1276a_121)] | | | [removed: [45](#ia9fb6c1c25bf4312b74f71597a835b90_2025)] [added: [45](#i5443a7bc6ecd4faeb3e48af4dce1276a_121)] | | |

| [Note 3. Debt and Other Financing [removed: Arrangements](#ia9fb6c1c25bf4312b74f71597a835b90_148)] [added: Arrangements](#i5443a7bc6ecd4faeb3e48af4dce1276a_124)] | | | [removed: [47](#ia9fb6c1c25bf4312b74f71597a835b90_148)] [added: [47](#i5443a7bc6ecd4faeb3e48af4dce1276a_124)] | | |

| [Note 4. Fair Value [removed: Measurements](#ia9fb6c1c25bf4312b74f71597a835b90_163)] [added: Measurements](#i5443a7bc6ecd4faeb3e48af4dce1276a_130)] | | | [removed: [50](#ia9fb6c1c25bf4312b74f71597a835b90_163)] [added: [49](#i5443a7bc6ecd4faeb3e48af4dce1276a_130)] | | |

| [Note 5. Commitments and [removed: Contingencies](#ia9fb6c1c25bf4312b74f71597a835b90_157)] [added: Contingencies](#i5443a7bc6ecd4faeb3e48af4dce1276a_133)] | | | [removed: [52](#ia9fb6c1c25bf4312b74f71597a835b90_157)] [added: [51](#i5443a7bc6ecd4faeb3e48af4dce1276a_133)] | | |

| [Note 6. Supplemental Income Statement [removed: Information](#ia9fb6c1c25bf4312b74f71597a835b90_124)] [added: Information](#i5443a7bc6ecd4faeb3e48af4dce1276a_136)] | | | [removed: [53](#ia9fb6c1c25bf4312b74f71597a835b90_124)] [added: [53](#i5443a7bc6ecd4faeb3e48af4dce1276a_136)] | | |

| [Note 7. Income [removed: Taxes](#ia9fb6c1c25bf4312b74f71597a835b90_142)] [added: Taxes](#i5443a7bc6ecd4faeb3e48af4dce1276a_151)] | | | [removed: [55](#ia9fb6c1c25bf4312b74f71597a835b90_142)] [added: [55](#i5443a7bc6ecd4faeb3e48af4dce1276a_151)] | | |

| [Note 8. Comprehensive Income/(Loss) and Shareholders' [removed: Equity](#ia9fb6c1c25bf4312b74f71597a835b90_160)] [added: Equity](#i5443a7bc6ecd4faeb3e48af4dce1276a_157)] | | | [removed: [59](#ia9fb6c1c25bf4312b74f71597a835b90_160)] [added: [60](#i5443a7bc6ecd4faeb3e48af4dce1276a_157)] | | |

| [Note 9. Supplemental Cash Flow [removed: Information](#ia9fb6c1c25bf4312b74f71597a835b90_166)] [added: Information](#i5443a7bc6ecd4faeb3e48af4dce1276a_160)] | | | [removed: [59](#ia9fb6c1c25bf4312b74f71597a835b90_166)] [added: [60](#i5443a7bc6ecd4faeb3e48af4dce1276a_160)] | | |

| [Note 10. [removed: Derivatives](#ia9fb6c1c25bf4312b74f71597a835b90_2104)] [added: Derivatives](#i5443a7bc6ecd4faeb3e48af4dce1276a_166)] | | | [removed: [60](#ia9fb6c1c25bf4312b74f71597a835b90_2104)] [added: [61](#i5443a7bc6ecd4faeb3e48af4dce1276a_166)] | | |

| [Note 11. Business Segment and Geographical [removed: Information](#ia9fb6c1c25bf4312b74f71597a835b90_127)] [added: Information](#i5443a7bc6ecd4faeb3e48af4dce1276a_169)] | | | [removed: [61](#ia9fb6c1c25bf4312b74f71597a835b90_127)] [added: [62](#i5443a7bc6ecd4faeb3e48af4dce1276a_169)] | | |

| [Note 12. [removed: Acquisitions](#ia9fb6c1c25bf4312b74f71597a835b90_121)] [added: Acquisitions](#i5443a7bc6ecd4faeb3e48af4dce1276a_172)] | | | [removed: [65](#ia9fb6c1c25bf4312b74f71597a835b90_121)] [added: [66](#i5443a7bc6ecd4faeb3e48af4dce1276a_172)] | | |

| [Note 13. [removed: Leases](#ia9fb6c1c25bf4312b74f71597a835b90_154)] [added: Leases](#i5443a7bc6ecd4faeb3e48af4dce1276a_175)] | | | [removed: [66](#ia9fb6c1c25bf4312b74f71597a835b90_154)] [added: [68](#i5443a7bc6ecd4faeb3e48af4dce1276a_175)] | | |

| [Note 14. Pension and Other Postretirement Benefit [removed: Plans](#ia9fb6c1c25bf4312b74f71597a835b90_136)] [added: Plans](#i5443a7bc6ecd4faeb3e48af4dce1276a_178)] | | | [removed: [67](#ia9fb6c1c25bf4312b74f71597a835b90_136)] [added: [69](#i5443a7bc6ecd4faeb3e48af4dce1276a_178)] | | |

| [Note 15. Stock-based Compensation [removed: Expense](#ia9fb6c1c25bf4312b74f71597a835b90_133)] [added: Expense](#i5443a7bc6ecd4faeb3e48af4dce1276a_184)] | | | [removed: [72](#ia9fb6c1c25bf4312b74f71597a835b90_133)] [added: [74](#i5443a7bc6ecd4faeb3e48af4dce1276a_184)] | | |

We have audited the accompanying consolidated balance sheets of Thermo Fisher Scientific Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of redeemable noncontrolling interest and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely [added: detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Note 7 to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, [removed: 2024] [added: 2025] was [removed: $657] [added: $547] million.

The Company has deferred tax [removed: liabilities,] [added: assets,] net, of [removed: $338] [added: $249] million (including a valuation allowance of [removed: $1,043] [added: $3,561] million) and unrecognized tax benefits of [removed: $525] [added: $419] million as of December 31, [removed: 2024.][added: 2025.]

Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and [removed: the] [added: to] use [removed: of] estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits.

These procedures also included, among others (i) testing the accuracy of the provision for income taxes, including the rate reconciliation and permanent and temporary differences, (ii) evaluating whether the data utilized in the calculations of the provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits were appropriate and consistent with evidence obtained in other areas of the audit, (iii) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis, (iv) evaluating the identification of liabilities for unrecognized tax benefits and the reasonableness of the more likely than not [added: determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures.]

| (In millions except share and per share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 4,009] [added: 9,852] | | | | | $ | [removed: 8,077] [added: 4,009] | |

| Short-term investments | | | | | | [removed: 1,561] [added: 253] | | | | | | [removed: 3] [added: 1,561] | | |

| Accounts receivable, less allowances of [removed: $173] [added: $147] and [removed: $193] [added: $173] | | | | | | [removed: 8,191] [added: 8,900] | | | | | | [removed: 8,221] [added: 8,191] | | |

| Inventories | | | | | | [removed: 4,978] [added: 5,425] | | | | | | [removed: 5,088] [added: 4,978] | | |

| Contract assets, net | | | | | | [removed: 1,435] [added: 1,666] | | | | | | [removed: 1,443] [added: 1,435] | | |

| Other current assets | | | | | | [removed: 1,964] [added: 2,612] | | | | | | [removed: 1,757] [added: 1,964] | | |

| Total current assets | | | | | | [removed: 22,137] [added: 28,707] | | | | | | [removed: 24,589] [added: 22,137] | | |

| Property, plant and equipment, net | | | | | | [removed: 9,306] [added: 10,565] | | | | | | [removed: 9,448] [added: 9,306] | | |

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded the filtration and separation business, which was acquired by the company from Solventum Corporation, from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded the filtration and separation business from our audit of internal control over financial reporting.

The filtration and separation business’s total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

| Reclassification adjustment for losses included in net income | | | | | | 6 | | | | | | — | | | | | | — | | |

| Net income | | | | | | $ | 6,721 | | | | | $ | 6,338 | | | | | $ | 5,955 | |

| Disposition | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42 | | | | | | 42 | | |

| Balance at December 31, 2025 | | | | | | $ | 122 | | | | | | | | 445 | | | | | | $ | 445 | | | | | $ | 18,563 | | | | | $ | 59,156 | | | | | 69 | | | | | | $ | (22,309) | | | | | $ | (2,448) | | | | | $ | 53,407 | | | | | $ | 7 | | | | | $ | 53,415 | |

The company uses the income approach to initially measure acquired customer relationships for which the key assumptions are typically estimated customer attrition rates and discount rates.

Foreign currency-denominated monetary assets and liabilities are measured at the end of each reporting period using the exchange rates at that date.

The resulting foreign currency transaction gains/(losses) are classified in cost of product revenue or cost of service revenue if the transaction relates to an operating activity.

All other foreign currency transaction gains/(losses) are generally classified in other income/(expense).

Accounting for financial instruments designated as net investment hedges is discussed below.

In situations in which the company has been able to determine that its deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences or expected future taxable income.

(Notes 4 and 10).

| Standard | | | | | | Description | | | | | | Adoption timing and approach | | | | | | Impact of adoption or other significant matters | | |

| ASU No. 2025-06, *Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software* | | | | | | Among other things, new guidance to modernize the accounting for costs to develop software for internal use. | | | | | | 2028 annual report and interim periods thereafter using a prospective, retrospective, or modified transition method; early adoption is permitted. | | | | | | Currently evaluating adoption impact, timing, and method | | |

| ASU No. 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities* | | | | | | Among other things, establishes guidance for the recognition, measurement, and presentation of government grants. | | | | | | 2029 using a retrospective, modified retrospective, or modified prospective approach; early adoption is permitted. | | | | | | Currently evaluating adoption impact, timing, and method | | |

| (In millions) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |

| (In millions) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |

| (In millions) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |

| Trade names | | | | | | 1,804 | | | | | | (1,318) | | | | | | 486 | | | | | | 1,706 | | | | | | (1,180) | | | | | | 527 | | |

| Trade names | | | | | | 1,235 | | | | | | N/A | | | | | | 1,235 | | | | | | 1,235 | | | | | | N/A | | | | | | 1,235 | | |

| 2026 | | | | | | $ | 1,638 | |

| 2030 | | | | | | 1,160 | | |

| 2031 and thereafter | | | | | | 7,169 | | |

| Acquisitions | | | | | | 2,101 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 2,117 | | |

| Currency translation | | | | | | 473 | | | | | | 184 | | | | | | 292 | | | | | | 444 | | | | | | 1,393 | | |

| Balance at December 31, 2025 | | | | | | $ | 14,910 | | | | | $ | 5,143 | | | | | $ | 5,076 | | | | | $ | 24,232 | | | | | $ | 49,362 | |

| 0.832% 1.5-Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated) | | | | | | 1.14 | | % | | | | 517 | | | | | | — | | |

| Floating Rate (EURIBOR + 0.280%) 2-Year Senior Notes, Due 12/1/2027 (euro-denominated) | | | | | | 2.58 | | % | | | | 1,175 | | | | | | — | | |

| 1.125% 4-Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated) | | | | | | 1.26 | | % | | | | 397 | | | | | | — | | |

| 4.200% 5.5-Year Senior Notes Due 3/1/2031 | | | | | | 4.41 | | % | | | | 500 | | | | | | — | | |

| 4.473% 7-Year Senior Notes, Due 10/7/2032 | | | | | | 4.62 | | % | | | | 750 | | | | | | — | | |

| 1.4175% 8-Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated) | | | | | | 1.49 | | % | | | | 442 | | | | | | — | | |

| 4.794% 10-Year Senior Notes, Due 10/7/2035 | | | | | | 4.91 | | % | | | | 750 | | | | | | — | | |

| (Dollars in millions) | | | | | | 2025 | | | | | | 2025 | | | | | | 2024 | | |

| 1.6524% 12-Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated) | | | | | | 1.71 | | % | | | | 271 | | | | | | — | | |

| 1.8975% 20-Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated) | | | | | | 1.95 | | % | | | | 170 | | | | | | — | | |

EURIBOR - Euro Interbank Offered Rate

| 2026 | | | | | | $ | 3,528 | | | | | $ | 9 | |

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures.

February 20, 2025

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | | | | $ | 122 | | | | | | | | 439 | | | | | | $ | 439 | | | | | $ | 16,174 | | | | | $ | 35,431 | | | | | 45 | | | | | | $ | (8,922) | | | | | $ | (2,329) | | | | | $ | 40,793 | | | | | $ | 62 | | | | | $ | 40,855 | |

The company has elected the fair value option of accounting for certain of its investments with readily determinable fair values that would otherwise be accounted for under the equity method (see Note 2).

Except where the result would be antidilutive to net income

*Fair value hedges.* For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings.

A portion of the company’s euro-denominated senior notes, certain foreign currency-denominated payables, and its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation.

expense on a straight-line basis over the lease term.

| ASU No. 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance* | | | | | | New guidance to disclose information about certain types of government assistance they receive, including cash grants and tax credits. Among other things, the new guidance requires expanded disclosure regarding the qualitative and quantitative characteristics of the nature, amount, timing, and significant terms and conditions of transactions with a government arising from a grant or other forms of assistance accounted for under a contribution model. | | | | | | Fourth quarter of 2022 using a prospective method | | | | | | Not material | | |

| ASU No. 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* | | | | | | New guidance to disclose specified information about certain costs and expenses. | | | | | | 2027 annual report and interim periods thereafter using a prospective or retrospective method | | | | | | Will increase disclosures in Note 6 | | |

Noncurrent contract liabilities decreased during 2024 primarily due to a customer contract modification.

| Tradenames | | | | | | 1,706 | | | | | | (1,180) | | | | | | 527 | | | | | | 1,634 | | | | | | (1,079) | | | | | | 555 | | |

| Tradenames | | | | | | 1,235 | | | | | | N/A | | | | | | 1,235 | | | | | | 1,235 | | | | | | N/A | | | | | | 1,235 | | |

| | | | | | | | | |

| 2025 | | | | | | $ | 1,665 | |

| 2030 and thereafter | | | | | | 6,911 | | |

At December 31, 2024 and 2023, the fair value of investments for which the company has elected the fair value option was $0 million and $5 million, respectively.

| Balance at December 31, 2022 | | | | | | $ | 10,146 | | | | | $ | 4,965 | | | | | $ | 3,091 | | | | | $ | 22,994 | | | | | $ | 41,196 | |

| Acquisitions | | | | | | — | | | | | | 31 | | | | | | 1,741 | | | | | | 627 | | | | | | 2,399 | | |

| Currency translation | | | | | | 5 | | | | | | 55 | | | | | | 91 | | | | | | 274 | | | | | | 425 | | |

| 2025 | | | | | | $ | 2,202 | | | | | $ | 12 | |

| 2026 | | | | | | 2,843 | | | | | | 12 | | |

| 2027 | | | | | | 1,923 | | | | | | 10 | | |

| 2028 | | | | | | 2,726 | | | | | | 9 | | |

| 2029 | | | | | | 2,655 | | | | | | 8 | | |

| 2030 and thereafter | | | | | | 18,983 | | | | | | 151 | | |

| | | | | | | $ | 31,332 | | | | | $ | 202 | |

In 2022 the company completed the full allocation of an amount equal to the net proceeds from the 0.000% senior notes due 2025 to finance or refinance, in whole or in part, certain COVID-19 response projects.

In 2022, the company redeemed all of its 3.650% Senior Notes due 2025.

In connection with the redemption, the company incurred $26 million of losses on the early extinguishment of debt included in other income/(expense) on the accompanying statement of income.

*January 2025 Debt Issuances*

| Total assets | | | | | | $ | 5,262 | | | | | $ | 5,044 | | | | | $ | 218 | | | | | $ | — | | | | | | | |

| Total liabilities | | | | | | $ | 377 | | | | | $ | — | | | | | $ | 290 | | | | | $ | 87 | | | | | | | |

| (In millions) | | | | | | value | | | | | | value | | | | | | value | | | | | | value | | |

| | | | | | | $ | 31,072 | | | | | $ | 28,527 | | | | | $ | 34,727 | | | | | $ | 32,268 | |

liability was approximately $81 million.

Accrued restructuring costs are included in other accrued expenses in the accompanying balance sheet.

(b)Excludes $46 million of charges, primarily charges for impairment of long-lived assets in the Specialty Diagnostic segment.

There have been no changes in the company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

The company’s management conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, the company’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the company’s internal control over financial reporting was effective.

The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report that appears on page [removed: [30](#ia9fb6c1c25bf4312b74f71597a835b90_94)] [added: [30](#i5443a7bc6ecd4faeb3e48af4dce1276a_94)] of this Annual Report on Form 10-K.

Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2025, excluded our filtration and separation business, which was acquired by the company from Solventum Corporation in September 2025 in a purchase business combination.

Total assets (excluding goodwill and acquisition-related intangible assets) and total revenues of the company’s filtration and separation business represented approximately 1% and 1%, respectively, of the consolidated amounts as of and for the year ended December 31, 2025.

Based upon Securities and Exchange Commission staff guidance, companies are allowed to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

During the three months ended December 31, 2025, no director or executive officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Name and Title | | | | | | Action | | | | | | Plan Type | | | | | | Date of adoption of Rule 10b5-1 trading plan | | | | | | Scheduled expiration of Rule 10b5-1 trading plan | | | | | | Aggregate number of securities to be purchased or sold | | |

| Marc N. Casper, CEO, President and Chairman | | | | | | Adoption | | | | | | 10b5-1 | | | | | | 11/11/2025 | | | | | | 6/9/2027 | | | | | | 137,496 | | |

| Stephen Williamson, Senior Vice President and CFO | | | | | | Adoption | | | | | | 10b5-1 | | | | | | 11/30/2025 | | | | | | 3/4/2026 | | | | | | 6,000 | | |

| Michael D. Shafer, Executive Vice President | | | | | | Adoption | | | | | | 10b5-1 | | | | | | 12/11/2025 | | | | | | 12/16/2026 | | | | | | 28,501 | | |

*Amendment and Restatement of By-Laws*

On February 19, 2025, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law.

Among other things, the amendments to the By-laws update the advance notice and proxy access provisions to make certain clarifying and procedural changes.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.4 and incorporated by reference herein.

On December 5, 2024, Michael A.

Boxer, our senior vice president, general counsel, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Boxer’s plan is for the exercise of vested stock options and the associated sale of up to 7,450 shares of company common stock through June 11, 2025.

The foregoing exercises and sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and June 11, 2025.

On November 20, 2024, Michael D.

Shafer, an executive vice president, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Shafer’s plan is for the sale of up to 2,509 shares of company stock, and the exercise of vested stock options and the associated sale of up to 10,725 shares of company common stock, through December 12, 2025.

The foregoing exercises and sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 15, 2025.

The information with respect to executive officers required by this Item is included in [Item 1 of Part [removed: I](#ia9fb6c1c25bf4312b74f71597a835b90_13)] [added: I](#i5443a7bc6ecd4faeb3e48af4dce1276a_13)] of this report.

(1) Consolidated Financial Statements (see Index on page [removed: [29](#ia9fb6c1c25bf4312b74f71597a835b90_91)] [added: [29](#i5443a7bc6ecd4faeb3e48af4dce1276a_91)] of this report)

| 3.4 | | | | | | [Amended and Restated By-Laws of the Registrant, as amended and effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex34amendedandrestat.htm) [added: (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 \[File No. 1-8002\] and incorporated in this document by reference).] | | |

| 4.16 | | | | | | [Twenty-Eighth Supplemental Indenture, dated as of December 5, 2023, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036123056365/ny20015413x4_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K [added: filed] December 5, 2023 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.17] [added: 4.18] | | | | | | [Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312516675930/d224635dex41.htm) (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 9, 2016 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.18] [added: 4.19] | | | | | | [Third Supplemental Indenture, dated as of October 18, 2021, [removed: among](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm) [Thermo] [added: among Thermo] Fisher [removed: International](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm)[,] [added: International,] as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 18, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.19] [added: 4.20] | | | | | | [Fourth Supplemental Indenture, dated as of November 18, 2021, among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 18, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.20] [added: 4.22] | | | | | | [Description of the Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex419.htm) (filed as Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 10.1] [added: 10.18] | | | | | | [Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and restated effective February 21, [removed: 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex101.htm).*] [added: 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex101.htm)] (filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.2] [added: 10.19] | | | | | | [Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001](https://www.sec.gov/Archives/edgar/data/97745/000009774502000016/tmok01ex10-13.txt) (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.3] [added: 10.2] | | | | | | Form of Amended and Restated Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.2 to the [Registrant’s Registration Statement on Form S-4](https://www.sec.gov/Archives/edgar/data/97745/000091205799004242/0000912057-99-004242.txt) \[Reg. No. 333-90661\] and incorporated in this document by reference).* | | |

| [removed: 10.4] [added: 10.14] | | | | | | [Summary of Thermo Fisher Scientific Inc. Annual Non-Management Director Compensation](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2022 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.5] [added: 10.3] | | | | | | [Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers, effective as of January 1, 2009](https://www.sec.gov/Archives/edgar/data/97745/000009774510000008/tmok2009ex10_25.htm) (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.6] [added: 10.15] | | | | | | Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.12 to Fisher Scientific International Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.7] [added: 10.16] | | | | | | [First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee Directors](https://www.sec.gov/Archives/edgar/data/880430/000095013505002766/b54803fsexv10w04.txt) (filed as Exhibit 10.04 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.8] [added: 10.17] | | | | | | [Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc.](https://www.sec.gov/Archives/edgar/data/880430/000095013506001457/b59548fsexv10w02.htm) (filed as Exhibit 10.02 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed March 7, 2006 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.9] [added: 10.20] | | | | | | [Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000038/tmoq2202010qex101.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.10] [added: 10.7] | | | | | | [2009 Restatement of Executive Severance Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009](https://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w5.htm) (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.12] [added: 10.5] | | | | | | [Noncompetition Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009](https://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm) (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.13] [added: 10.8] | | | | | | [Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper](https://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm) (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.14] [added: 10.9] | | | | | | [Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 30, 2010, between the Registrant and Marc N. Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm) (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.15] [added: 10.12] | | | | | | [Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 30, 2010, between Marc N. Casper and the Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm) (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.16] [added: 10.13] | | | | | | [Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018, between Marc N. Casper and the Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm) (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.17] [added: 10.10] | | | | | | [Form of Executive Change in Control Retention Agreement for Officers (other than Marc N. Casper)](https://www.sec.gov/Archives/edgar/data/97745/000009774523000033/q1202310qex107.htm) (filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.18] [added: 10.39] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement for [removed: Directors](https://www.sec.gov/Archives/edgar/data/97745/000009774511000023/tmoq111ex10_1.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/97745/000009774523000059/q2202310qex101.htm)] (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended [removed: April 2, 2011] [added: July 1, 2023] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.19] [added: 10.26] | | | | | | [Thermo Fisher Scientific Inc. Amended and Restated 2013 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/97745/000009774523000039/exhibit991.htm) (filed as Exhibit 99.1 to the Registrant’s Form S-8 filed on May 24, 2023 \[File No. 333-272173\] and incorporated in this document by reference).* | | |

| [removed: 10.20] [added: 10.27] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement for Officers](https://www.sec.gov/Archives/edgar/data/97745/000009774517000007/tmo201610kex1044.htm) (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Patheon N.V. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1643848/000156761916002643/s001372x1_ex10-2.htm) (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon N.V. on July 26, 2016 \[File No. 001-37837\] and incorporated in this document by reference).* | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated March 7, 2017](https://www.sec.gov/Archives/edgar/data/97745/000110465917054305/a17-21063_2ex4d5.htm) (filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated August 23, 2017](https://www.sec.gov/Archives/edgar/data/97745/000110465917054305/a17-21063_2ex4d6.htm) (filed as Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.24] [added: 10.1] | | | | | | [Credit Agreement, dated January 7, 2022, among Thermo Fisher Scientific Inc., certain Subsidiaries of Thermo Fisher Scientific Inc. from time to time party thereto, Bank of America, N.A., as Administrative Agent and each lender from time to time party thereto](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 7, 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 10.25] [added: 10.35] | | | | | | [removed: [Letter] [added: [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit] Agreement [removed: between the Registrant and Michel Lagarde dated August 28, 2017](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1039.htm)] [added: effective as of February 25, 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1046.htm)] (filed as Exhibit [removed: 10.39] [added: 10.46] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.26] [added: 10.29] | | | | | | [removed: [Option] [added: [Form of Nonstatutory Stock Option] Agreement [removed: Under the Patheon N.V. 2016 Omnibus Incentive Plan] between [removed: Patheon N.V.] [added: Thermo Fisher Scientific Inc.] and [removed: Michel Lagarde dated July 20, 2016](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1040.htm)] [added: Marc N. Casper effective as of February 25, 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm)] (filed as Exhibit [removed: 10.40] [added: 10.50] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.27] [added: 10.28] | | | | | | [removed: [Option] [added: [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option] Agreement [removed: Under the Patheon N.V. 2016 Omnibus Incentive Plan between Patheon N.V. and Michel Lagarde dated March 23, 2017](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1042.htm)] [added: for Officers effective as of February 25, 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1047.htm)] (filed as Exhibit [removed: 10.42] [added: 10.47] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.28] [added: 10.6] | | | | | | [Thermo Fisher Scientific Inc. Executive Severance Policy](https://www.sec.gov/Archives/edgar/data/97745/000009774519000035/tmoq2201910qex101.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.29] [added: 10.4] | | | | | | [Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers](https://www.sec.gov/Archives/edgar/data/97745/000009774519000035/tmoq2201910qex102.htm) (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.30] [added: 10.42] | | | | | | [Form of Thermo Fisher Scientific Inc.’s [added: Performance] Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1046.htm) [effective] [added: Agreement effective] as of February 25, [removed: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1046.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1049.htm)] (filed as Exhibit [removed: 10.46] [added: 10.49] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.31] [added: 10.36] | | | | | | [Form of [added: Restricted Stock Unit Agreement between] Thermo Fisher Scientific [removed: Inc.’s Nonstatutory Stock Option Agreement for Officers](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1047.htm) [effective] [added: Inc. and Marc N. Casper effective] as of February 25, [removed: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1047.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm)] (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.32] [added: 10.43] | | | | | | [Form of [removed: Nonstatutory] [added: Performance Restricted] Stock [removed: Option] [added: Unit] Agreement between Thermo Fisher Scientific Inc. and Marc N. [removed: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [effective] [added: Casper effective] as of February 25, [removed: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1048.htm)] (filed as Exhibit [removed: 10.50] [added: 10.48] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.33] [added: 10.44] | | | | | | [removed: [Form of] [added: [Amendment to Performance] Restricted Stock Unit [removed: Agreement] [added: Agreements] between Thermo Fisher Scientific Inc. and Marc N. [removed: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm)] [added: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex1047.htm)] (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2022] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.34] [added: 10.37] | | | | | | [removed: [Form of Performance] [added: [Amendment to] Restricted Stock Unit [removed: Agreement] [added: Agreements] between Thermo Fisher Scientific Inc. and Marc N. [removed: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1048.htm)] [added: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex1046.htm)] (filed as Exhibit [removed: 10.48] [added: 10.46] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2022] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 4.17 | | | | | | [Twenty-Ninth Supplemental Indenture, dated as of October 7, 2025, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036125037501/ef20056709_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 7, 2025 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.21 | | | | | | [Fifth Supplemental Indenture, dated as of December 1, 2025, among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036125043790/ef20060146_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 1, 2025 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description of Exhibit | | |

THERMO FISHER SCIENTIFIC INC.

| 10.53 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper, effective as of February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000023/q1202410qex107.htm) (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.54 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1054globalprsuagre.htm).* | | |

| 10.55 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1055globaltrsuagre.htm).* | | |

| 10.56 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1056globaloptionag.htm).* | | |

| 10.57 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1057mncprsuagreeme.htm).* | | |

| 10.58 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1058mncoptionagree.htm).* | | |

| 19 | | | | | | [Thermo Fisher Scientific Inc. Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex19insidertradingpo.htm) | | |

| Date: | | | February [removed: 20, 2025] [added: 26, 2026] | | | THERMO FISHER SCIENTIFIC INC. | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, as of February [removed: 20, 2025.][added: 26, 2026.]

| By: | | | /s/ Tyler E. Jacks | | | | | | [added: By:] | | | [added: /s/ Dion J. Weisler] | | |

| | | | Tyler E. Jacks | | | | | | | | | [added: Dion J. Weisler] | | |

| | | | Director | | | | | | | | | [added: Director] | | |

| By: | | | /s/ Joseph R. Holmes | | | | | | By: | | | /s/ Karen S. Lynch | | |

| | | | Joseph R. Holmes | | | | | | | | | Karen S. Lynch | | |

| By: | | | /s/ Nelson J. Chai | | | | | | By: | | | /s/ James C. Mullen | | |

| | | | Nelson J. Chai | | | | | | | | | James C. Mullen | | |

| By: | | | /s/ Ruby R. Chandy | | | | | | By: | | | /s/ Debora L. Spar | | |

| | | | Ruby R. Chandy | | | | | | | | | Debora L. Spar | | |

| By: | | | /s/ C. Martin Harris | | | | | | By: | | | /s/ Scott M. Sperling | | |

| | | | C. Martin Harris | | | | | | | | | Scott M. Sperling | | |

| By: | | | /s/ Joseph R. Holmes | | | | | | By: | | | /s/ James C. Mullen | | |

| | | | Joseph R. Holmes | | | | | | | | | James C. Mullen | | |

| By: | | | /s/ Nelson J. Chai | | | | | | By: | | | /s/ Debora L. Spar | | |

| | | | Nelson J. Chai | | | | | | | | | Debora L. Spar | | |

| By: | | | /s/ Ruby R. Chandy | | | | | | By: | | | /s/ Scott M. Sperling | | |

| | | | Ruby R. Chandy | | | | | | | | | Scott M. Sperling | | |

| By: | | | /s/ C. Martin Harris | | | | | | By: | | | /s/ Dion J. Weisler | | |

| | | | C. Martin Harris | | | | | | | | | Dion J. Weisler | | |