A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

The risks that we believe are material to our investors are detailed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 (which is on file with the SEC).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

A summary of the share repurchase activity for the company’s first quarter of 2026 follows:

PeriodTotal number of shares purchasedAverage 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 January (Jan. 1 - Jan. 31)4,869,851$616.044,869,851$2,000
Fiscal February (Feb. 1 - Feb. 28)———2,000
Fiscal March (Mar. 1 - Mar. 28)———2,000
Total first quarter4,869,851$616.044,869,851$2,000

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

(2) On November 6, 2025, the Board of Directors authorized the repurchase of up to $5.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first three months of 2026 were under this program.

THERMO FISHER SCIENTIFIC INC.

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